Common use of Financing Clause in Contracts

Financing. (a) Purchaser and Purchaser Parent each 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 obtain and to consummate the Financing (or any Alternative Financing) on the terms and conditions described in the Commitment Letter (including the flex provisions related thereto), subject to any amendments or modifications thereto permitted by Section 6.13(b), including using its reasonable best efforts to (i) maintain in effect the Commitment Letter, (ii) negotiate and enter into definitive agreements with respect to the Financing on the terms and conditions (including the flex provisions) contained in the Commitment Letter, subject to any amendments or modifications thereto permitted by Section 6.13(b), (iii) satisfy on a timely basis all conditions applicable to Purchaser or its Affiliates contained in the Commitment Letter, including the payment of any commitment, engagement or placement fees required as a condition to the Financing and due and payable by Purchaser or its Affiliates, (iv) upon the satisfaction or waiver of such conditions, consummate the Financing on or prior to the Closing Date, including by drawing on any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection with the Financing, and (vi) comply with its obligations under the Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion of the Financing reasonably unlikely to occur in the manner or from the sources contemplated in the Commitment Letter, Purchaser shall promptly (and in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates than the terms and conditions set forth in the Commitment Letter and that would not have any of the effects prohibited pursuant to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) any breach or default by Purchaser or its Affiliates of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative Financing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇, (i) permit any termination, amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions to the Financing, (B) modifies any existing conditions to the Financing in a manner that affects the consummation of all or any portion of the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the Financing, (C) adversely affects in any material respect the ability of Purchaser to enforce its rights against other parties to the Commitment Letter or the definitive agreements in respect thereof, or (D) could otherwise reasonably be expected to prevent, impede or delay in any material respect the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letter. (c) Prior to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and the Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation of documentation with respect to the pledging of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are made. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability in connection with the Financing or the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04. (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.

Financing. (a) Purchaser Subject to the terms and Purchaser Parent each conditions of this Agreement, AGCO 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 obtain and to consummate the Committed Financing (or taking into account any Alternative Financingreductions thereof pursuant to Section 7.15(b)(A)) on the terms and conditions described set forth in the Commitment Letter (including any “flex” provisions in the flex Fee Letter) or on such other terms and conditions that are acceptable to AGCO so long as such other terms and conditions constitute Permitted Financing Terms, and AGCO shall not permit any amendment or modification to be made to, or any waiver of any provision under, the Commitment Letter or the Fee Letter (or following entry into definitive documents relating to the Committed Financing, such definitive documents) if such amendment, modification or waiver (A) with respect to the Commitment Letter or the Fee Letter or such definitive documents, as applicable, reduces the aggregate amount of the Committed Financing (including by increasing the amount of fees to be paid or original issue discount unless the Committed Financing is increased by a corresponding amount or the Committed Financing is otherwise made available to fund such fees or original issue discount) from that contemplated in the Commitment Letter or such definitive documents (other than in accordance with its terms or unless concurrently replaced by commitments from other financing sources of from proceeds of other sources of financing or cash or otherwise in accordance with Section 7.15(b)(A)), or (B) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the Committed Financing, in a manner that would, in the case of this subclause (B), reasonably be expected to (x) prevent or materially delay the Closing or the availability of the Committed Financing on the Closing Date taking into account the expected timing of the Closing Date, taking into account the expected timing of the Marketing Period, or (y) adversely impact the ability of AGCO to enforce its rights against the other parties to the Commitment Letter in any material respect (the terms of any such amendment, modification or waiver not in violation of these clauses (A) and (B), the “Permitted Financing Terms”); provided, that subject to compliance with the other provisions of this Section 7.15, AGCO may amend the Commitment Letter or such definitive documents to correct typographical errors, add additional lenders, arrangers and agents or reallocate commitments or assign or reassign titles or roles to, or between or among, any entities party thereto. AGCO shall promptly deliver to Trimble copies of any such amendment, modification or replacement. For purposes of this Section 7.15 and Section 5.6 and the definitions of, and references to, the Financing, any Committed Financing Source, any Financing Source, references to “Committed Financing” shall include the financing contemplated by the Commitment Letter (or definitive financing documents related thereto), subject to any amendments or modifications thereto ) as permitted by this Section 6.13(b)7.15(a) to be amended, including using modified or replaced and references to “Commitment Letter” shall include such document as permitted by this Section 7.15(a) to be amended, modified or replaced. (b) AGCO shall use its reasonable best efforts (taking into account the anticipated timing of the Closing Date and the Marketing Period) to (iA) maintain in effect the Commitment LetterLetter in accordance with the terms and subject to the conditions thereof, provided that, AGCO may, without ▇▇▇▇▇▇▇’▇ consent, (iix) enter into other debt financing arrangements (any such debt financing, a “Permanent Financing” and, together with the Committed Financing, the “Available Financing”) and thereby reduce the amount of the Committed Financing under the Commitment Letter (or definitive financing documents related thereto), (y) reduce and/or replace the amount of the Committed Financing by the net proceeds raised by AGCO and/or any of its Subsidiaries through any equity financing or asset sale and (z) reduce and/or replace the aggregate amount of the Committed Financing by the amount of Cash on hand available to AGCO, in the case of each of clauses (x), (y) and (z), to the extent that the remaining amount of the Committed Financing under the Commitment Letter (or definitive financing documents related thereto) after such reduction, taken together with Cash on hand, and available lines of credit, is no less than the Required Amount, (B) taking into account the expected timing of the Marketing Period, negotiate and enter into definitive agreements with respect to the Committed Financing contemplated by the Commitment Letter on the terms and conditions contained in the Commitment Letter (including the “flex” provisions included in the Fee Letter) (or on such other terms that are acceptable to AGCO so long as such other terms and conditions constitute Permitted Financing Terms), (C) satisfy all conditions to funding in the Commitment Letter and such definitive agreements with respect thereto that are within its control and, subject to satisfaction of all conditions to funding, to consummate the Committed Financing at or prior to the Closing Date, as applicable, including using its reasonable best efforts to cause the lenders and the other persons committing to fund the Committed Financing on the Closing Date (the “Committed Financing Sources”) and (D) enforce its rights under the Commitment Letter and any definitive agreements with respect thereto. Trimble acknowledges and agrees that AGCO shall not be required to consummate the Available Financing before the final day of the Marketing Period. (c) AGCO shall give Trimble prompt notice (x) of any breach or default by any party to the Commitment Letter or definitive agreements relating to the Committed Financing of which AGCO has Knowledge if such breach or default would result in a material delay of, or in any way limit, the availability of the Committed Financing, (y) of the receipt of any written notice or other communication, in each case from any Committed Financing Source with respect to any actual or potential material breach, material default, termination or repudiation by any party to the Commitment Letter or definitive agreements relating to the Committed Financing of any provisions of the Commitment Letter or definitive agreements relating to the Committed Financing if such breach, default, termination or repudiation would result in a material delay of, or in any way limit, the availability of the Committed Financing and (z) if at any time for any reason AGCO believes in good faith that it will not be able to obtain all or any portion of the Committed Financing on the terms and conditions, in the manner or from the Committed Financing Sources contemplated by the Commitment Letter or definitive agreements relating to the Committed Financing. As soon as reasonably practicable after the date Trimble delivers to AGCO a written request, AGCO shall provide any information reasonably requested by Trimble relating to any circumstance referred to in clause (x), (y) or (z) of the immediately preceding sentence; provided that AGCO shall not be required to share any information with Trimble that is subject to attorney-client or other privilege if AGCO shall have used its reasonable best efforts to disclose such information in a way that would not waive such privilege. Upon the occurrence of any circumstance referred to in clause (x), (y) or (z) of the second preceding sentence resulting in any portion of the Committed Financing becoming unavailable (other than as a result of any reductions thereof permitted under Section 7.15(b)), or if any portion of the Committed Financing otherwise becomes unavailable on the terms and conditions (including the flex provisions) contained in the Commitment Letter, subject to any amendments or modifications thereto permitted by Section 6.13(b), (iii) satisfy on a timely basis all conditions applicable to Purchaser or its Affiliates contained in the Commitment Letter, including the payment of any commitment, engagement or placement fees required as a condition to the Financing and due and payable by Purchaser or its Affiliates, (iv) upon the satisfaction or waiver of such conditions, consummate the Financing on or prior to the Closing Date, including by drawing on any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection with the Financing, and (vi) comply with its obligations under the Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion of the Financing reasonably unlikely to occur in the manner or from the sources contemplated in the Commitment Letter and Fee Letter, Purchaser shall promptly (and in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and such portion is reasonably required to effect the Closing, AGCO shall use its reasonable best efforts to arrange as promptly as practicable any such portion and obtain in replacement thereof alternative financing (“Alternative Financing”) from alternative sources on in an amount at least equal to the unavailable portion thereof, as the case may be (taking into account any reductions thereof pursuant to Section 7.15(b)(A)), with terms and conditions not materially less favorable to AGCO (or its Subsidiaries), as determined in the aggregate to Purchaser and its Affiliates reasonable judgment of AGCO, than the terms and conditions set forth in the Commitment Letter and that would not have the Fee Letter (including the flex provisions therein) and as promptly as reasonably practicable following the occurrence of such event. For the avoidance of doubt, in no event shall the reasonable best efforts obligation set forth in this Section 7.15 be construed so as to require AGCO or any of its Affiliates to (i) agree to, or accept, economic terms that are materially less favorable to AGCO, as determined in the effects prohibited reasonable judgment of AGCO, than the economic terms contained in the Commitment Letter and the Fee Letter (assuming the application of the “market flex” provisions) or (ii) seek any equity investment or any offering, placement, sale or other issuance of any equity securities (it being understood and agreed that any Alternative Financing shall be permitted to be in the form of any such equity financing). AGCO shall deliver to Trimble true and complete copies of all written agreements, arrangements or contracts (including any side letters or (subject to customary redactions) fee letters) pursuant to amendment by Section 6.13(b) (which any such financing, the “Alternative Financing”). Purchaser alternative source shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) have committed to provide any breach or default by Purchaser or its Affiliates of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative Financing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇, (i) permit any termination, amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions to the Financing, (B) modifies any existing conditions to the Financing in a manner that affects the consummation of all or any portion of the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the Financing, (C) adversely affects in any material respect the ability of Purchaser to enforce its rights against other parties to the Commitment Letter or the definitive agreements in respect thereof, or (D) could otherwise reasonably be expected to prevent, impede or delay in any material respect the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letter. (cd) Prior to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance Trimble shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and the Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation of documentation with respect to the pledging of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser AGCO, and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are made. (d) Notwithstanding the foregoing, (i) none of shall cause ▇▇▇▇▇▇▇’▇ Subsidiaries to use their respective reasonable best efforts to provide, Seller and shall use its reasonable best efforts to cause its and their respective Subsidiaries’ Representatives, to provide to AGCO, at AGCO’s sole expense, all cooperation reasonably requested by AGCO and that is necessary and customarily required for financings of the type contemplated by the Commitment Letter in connection with the Available Financing. Without limitation of the generality of the foregoing, such reasonable best efforts shall include: (i) upon reasonable notice, participation by management and Representatives of Trimble, Company and their respective Subsidiaries (with appropriate seniority and expertise) in a reasonable number of meetings, road shows, presentations, conference calls, due diligence sessions, sessions with rating agencies and potential lenders and other customary syndication activities and reasonably cooperating with the marketing efforts of AGCO and the Financing Sources, in each case, in connection with the Available Financing, at reasonable times and locations to be mutually agreed; (ii) delivery to AGCO of the Required Information and other financial and other pertinent information regarding the Business, Company and their respective Subsidiaries in the possession of Trimble, the Company and their respective Subsidiaries and other assistance as may be reasonably requested by AGCO in the preparation of materials for rating agency presentations, offering documents, private placement memoranda, prospectuses, bank information memoranda and similar documents required in connection with the Available Financing (or any replacement thereof permitted hereunder), including the delivery of customary authorization and representation letters to the extent contemplated by or customary in the Available Financing and a supplement to or alternative version that does not include information that constitutes material non-public information regarding Trimble or the Business and similar documents required in connection with arranging the Available Financing and updating any Required Information provided to AGCO as may be necessary to consummate the Available Financing and for such Required Information to remain Compliant; (iii) to the extent reasonably requested by AGCO, (A) assisting in the preparation of, and executing and delivering, customary certificates or documents; provided, however, that (x) no obligation of the Company or any of its Subsidiaries under any such document shall be effective until the Closing other than in the case of the authorization and representation letters referred to in clause (ii) above, and (y) the directors, officers and managers of Trimble and its Subsidiaries shall not be required to deliver such certificates or adopt resolutions approving the financing documents, agreements and certificates in connection with the Available Financing unless AGCO shall have confirmed that such directors, officers and managers are to remain as directors, officers and managers of the Company and its Subsidiaries on and after the Closing and such resolutions, financing documents, agreements and certificates are contingent upon the occurrence of, or only effective as of, the Closing and (B) assisting AGCO with entering into arrangements to replace the guarantees, letter of credit and surety bond obligations in effect with respect to the Business; (iv) assisting with the discharge and termination of any Liens on the assets of the Business incurred in connection with any Indebtedness of Trimble and its Subsidiaries and required to be released pursuant to the terms hereof, including obtaining customary lien release letters and related termination filings; (v) no less than four (4) Business Days prior to the Closing Date, furnishing to AGCO and the Financing Sources all documentation and information as is reasonably requested in writing by the Financing Sources at least six (6) Business Days prior to the Closing Date about the Company or Trimble and its Subsidiaries that the Financing Sources reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, including, if the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification; and (vi) to the extent reasonably requested by AGCO, directing the auditors with respect to the Business to provide customary comfort letters (including “negative assurance” comfort and change period comfort) reasonably requested by AGCO with respect to financial information (including the historical Business information included in the pro forma financial information) of the Business included in any offering documents relating to the Committed Financing that consists of Rule 144A marketed debt securities in which the combined financial statements of the Business are included, and, if required, customary consents to the use of their respective Affiliates or other Representatives audit reports on the combined historical financial statements of the Business in any offering documents relating to the Available Financing in which the combined historical financial statements of the Business are included, in each case subject to such auditors’ customary policies and procedures and applicable auditing standards; provided, that neither Trimble nor any of its Subsidiaries shall (A) be required to pay any commitment or other similar fee, provide (B) have any securityliability or obligation under any loan agreement and related documents, execute any documentunless and until the Closing occurs (except the authorization and representation letters referred to in clause (ii) above), make any representations, provide any indemnification or (C) incur any other expense or Liability liability in connection with the Available Financing not contingent upon the occurrence of the Closing Date or the cooperation contemplated by this Section 6.13(d), (iiD) none of be required to take any action that will (x) conflict with or violate ▇▇▇▇▇▇, Seller ▇’▇ or any of their respective Affiliates its Subsidiaries’ Organizational Documents (to the extent any provision creating such conflict was not created in contemplation of the Available Financing) or other Representatives shall be required to provide any solvency opinion Laws or legal opinion or other opinion of counsel(y) result in the contravention of, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, would reasonably be expected to result in a violation of Law or loss of attorney-client privilegebreach of, (iii) Purchaser shall promptlyor a default under, upon request by ▇▇▇▇▇▇ any Contract to which Trimble or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including its Subsidiaries is a party to the extent not entered into in contemplation of the provisions in this Section 7.15(d). Trimble hereby consents to the reasonable attorneysuse of its and its Subsidiaries’ fees trademarks and other fees and expenses as incurred) logos in connection with the cooperation contemplated by this Section 6.13(d) Available Financing; provided, however, that such trademarks and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them logos are used solely in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement a manner that is effective prior not intended to the Closing nor reasonably likely to harm or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04. (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser disparage Trimble or any of its Affiliates be a condition to any of Purchaser’s Subsidiaries or Purchaser Parent’s obligations under this Agreement.the reputation

Financing. (a) Purchaser Parent and Purchaser Parent each Sub shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper necessary or advisable to arrange and obtain and to consummate the Equity Financing (or any Alternative Financing) on the terms and conditions described in or contemplated by the Commitment Letter Equity Financing Commitments, in each case prior to when the conditions to the Closing set forth in Article IX (including other than those conditions that by their nature cannot be satisfied until the flex provisions related thereto), subject to any amendments or modifications thereto permitted by Section 6.13(b)Closing Date) are satisfied, including using its reasonable best efforts to (i) maintain in effect the Commitment Letter, Equity Financing Commitments; (ii) negotiate and enter into definitive agreements with respect to the Financing on the terms and conditions (including the flex provisions) contained in the Commitment Letter, subject to any amendments or modifications thereto permitted by Section 6.13(b), (iii) satisfy on a timely basis all conditions and covenants applicable to Purchaser or its Affiliates contained Parent and Sub in the Commitment Letter, including Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in the payment of any commitment, engagement or placement fees required as a condition to the Financing and due and payable by Purchaser or its Affiliates, (iv) upon the satisfaction or waiver of such conditionsevent that all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior to the date the Closing Date, including by drawing on any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably is required in connection with the Financing, to occur pursuant to Section 2.01(d); and (viiv) comply with its fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion of the Equity Financing reasonably unlikely to occur in the manner or from the sources contemplated in the Commitment Letter, Purchaser shall promptly (and in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates than the terms and conditions set forth in the Commitment Letter and that would not have any of the effects prohibited pursuant to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) any breach or default by Purchaser or its Affiliates of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative FinancingCommitments. (b) Notwithstanding anything Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the contrary in this Agreement, Purchaser and Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇, Equity Financing Commitments that (i) permit amends or modifies any termination, amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (B) modifies any existing conditions to the Financing in a manner that affects the consummation of all or any portion of the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the Financing, (Cii) adversely affects in any material respect the ability of Purchaser to enforce its rights against other parties to of, or remedies available to, the Commitment Letter or Company under the definitive agreements in respect thereofEquity Financing Commitments, or (Diii) could otherwise would or would reasonably be expected to prevent, impede or delay in any material respect the consummation of the Closing Offer, the Merger or the TransactionsEquity Financing, or (ii) undertake any mergerin each case, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation without the prior written consent of the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letterCompany. (c) Prior to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and the Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation of documentation with respect to the pledging of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are made. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability in connection with the Financing or the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04. (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.

Financing. (a) Purchaser Subject to the terms and Purchaser conditions of this Agreement, each of Parent each and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to (i) obtain and to consummate the Debt Financing (or any Alternative Financing) on the terms and conditions described in the Debt Commitment Letter (including or on other terms no less favorable, in aggregate, to Parent and Merger Sub than those described in the flex provisions related thereto), subject to any amendments or modifications thereto permitted by Section 6.13(b), including using its reasonable best efforts to (i) maintain in effect the Debt Commitment Letter, (ii) negotiate and enter into definitive agreements maintain in effect the Debt Commitment Letter in accordance with respect to its terms until the Financing on the terms and conditions (including the flex provisions) contained in the Commitment Letter, subject to any amendments or modifications thereto permitted by Section 6.13(b)Transactions are consummated, (iii) satisfy satisfy, or cause to be satisfied, on a timely basis all conditions to the closing of and funding under the Debt Commitment Letter applicable to Purchaser or Parent and/or Merger Sub that are within its Affiliates contained in the Commitment Lettercontrol, including the payment of any commitment, engagement or placement paying when due all commitment fees required as a condition to and other fees arising under the Financing Documents as and when they become due and payable by Purchaser or its Affiliatesthereunder, (iv) upon the satisfaction or waiver of such conditions, consummate the Financing at or prior to the Effective Time, and (v) subject to Section 9.08, enforcing the obligations of the parties to the Debt Commitment Letter to the extent necessary to fund the Merger Consideration; provided, that Parent and/or Merger Sub may amend or modify the Debt Commitment Letter, and/or elect to replace all or any portion of the Debt Financing or increase the amount of debt financing to be obtained with alternative debt financing on terms and with conditions not materially less favorable, in the aggregate, than the terms and conditions as set forth in the Debt Commitment Letter as in effect on the date of this Agreement or as amended or modified in accordance with Section 6.07(b) (the “Alternative Financing”), in each case so long as (A) the aggregate proceeds of the Debt Financing (as amended or modified) and/or the Alternative Financing, together with the aggregate proceeds of the Equity Financing, will be sufficient for Parent and the Surviving Company to pay (i) the Merger Consideration, and (ii) any other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby and (B) such amendment or modification or the Alternative Financing would not prevent, materially delay or materially impede or impair the ability of Parent and Merger Sub to consummate the Transactions. Parent shall deliver to the Company true and complete copies of all Contracts or other arrangements pursuant to which any alternative sources have committed to provide the Alternative Financing (the “Alternative Financing Documents”) as promptly as practicable after execution thereof; provided, that such Alternative Financing Documents may be redacted in a customary manner to omit fee amounts and the flex provisions provided therein and other information customarily redacted. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, Parent shall promptly notify the Company. (b) Subject to the terms and conditions of this Agreement, Parent and Merger Sub agree not to amend, modify or waive any provision of the Debt Commitment Letter, if such amendment, modification or waiver reduces (or would reduce) the aggregate amount of the Debt Financing or imposes new or additional conditions or otherwise expands, amends or modifies the conditions to the Debt Financing in a manner that, in each case, would be expected to prevent or materially delay or otherwise materially adversely affect the ability of Parent or Merger Sub to consummate the Transactions. Parent shall give the Company prompt notice (i) upon becoming aware of any breach of any material provision of the Financing Documents relating to the Equity Financing, the Debt Commitment Letter relating to the Debt Financing or any material Alternative Financing Documents, or termination of any such Financing Document by any party to such Financing Document or (ii) upon the receipt of any written notice from any party to a Financing Document with respect to any threatened breach of any material provision of the Financing Documents relating to the Equity Financing, the Debt Commitment Letter or any material Alternative Financing Documents, or threatened termination of any such Financing Document. (c) Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 6.07 shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to pay any fees in excess of, or agree to “market flex” provisions less favorable to Parent, Merger Sub or the Surviving Company (or any of their Affiliates) than, those contemplated by the Debt Commitment Letter and/or, if applicable, the Alternative Financing Documents (in each case, whether to secure waiver of any conditions contained therein or otherwise). (d) The Company agrees to provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide to Parent and Merger Sub, all cooperation as may be reasonably requested by Parent, Merger Sub or their respective Representatives in connection with the Debt Financing and/or Alternative Financing and the Transactions, including (i) participation in a reasonable number of meetings, presentations, due diligence sessions, road shows, drafting sessions, sessions with rating agencies and other meetings, including arranging for reasonable direct contact between senior management, representatives and advisors of the Company, including the Company’s accountants (subject to execution of such customary non-reliance letters as may be requested by such accountants), or its Subsidiaries with Representatives of Parent or Merger Sub and any lenders, arrangers, underwriters, investors or other sources or prospective sources of Debt Financing and/or Alternative Financing, in each case upon reasonable prior notice, and so long as such participation and contact is not unduly disruptive to the conduct of the business of the Company, (ii) assisting in the drafting and preparation of confidential information memoranda, offering memoranda, private placement memoranda, bank information memoranda, offering documents, prospectuses, road show presentations, rating agency presentations and similar documents, business projections, pro forma financial statements and other marketing documents reasonably requested by Parent, Merger Sub or their respective Representatives in connection with the Debt Financing and/or Alternative Financing (including using reasonable best efforts to obtain consents of accountants for use of their reports in any offering documents relating to the Debt Financing and/or Alternative Financing and delivery of customary comfort letters) and furnishing customary authorization letters containing customary representations (including the representation that the historical information provided by the Company and its Subsidiaries for inclusion in any bank information memorandum or lender presentation is accurate and does not include material non-public information about the Company and its Subsidiaries, and designating the information provided by the Company and its Subsidiaries for presentation to the financing sources as suitable to be made available to lenders who do not wish to receive material non-public information) (the “Authorization Letters”), (iii) assisting Parent, Merger Sub and their respective Representatives in obtaining ratings in respect of Parent (or other relevant borrowers) and ratings in respect of any notes or other debt offered or issued as part of the Debt Financing and/or the Alternative Financing, (iv) as promptly as practicable, furnishing Parent, Merger Sub and any sources or prospective sources of Debt Financing and/or Alternative Financing with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent or Merger Sub, including (A) audited consolidated balance sheets of the Company and its consolidated Subsidiaries as of December 31, 2015, December 31, 2016 and, when available, December 31, 2017 and audited consolidated statements of operations, comprehensive income (loss) and cash flows of the Company and its consolidated Subsidiaries for each of the fiscal years ended December 31, 2015, December 31, 2016 and, when available, December 31, 2017 and (B) unaudited consolidated balance sheets and consolidated statements of income (loss) and cash flows for the Company and its consolidated Subsidiaries for each subsequent fiscal quarter ended at least forty-five (45) days prior to the Closing Date, in each case of clauses (A) and (B), prepared in accordance with GAAP (the “Required Information”), using reasonable best efforts to cause the Company’s independent accountants to provide assistance and cooperation in connection therewith to Parent, Merger Sub and any sources or prospective sources of Debt Financing and/or Alternative Financing sources, including to provide customary comfort letters (including as to customary negative assurances) and delivering an executed certificate of the chief financial officer of the Company or an officer performing the equivalent function for the Company with respect to certain historical financial information with respect to the Company (and derived from the Company’s books and records) in the offering documents that would not customarily be covered by drawing on any interim or bridge financing facilities contemplated therebycomfort letters (the “CFO Certificate”), (v) obtain such third-party consents reasonably cooperating with advisors, consultants and accountants of Parent, Merger Sub or any sources or prospective sources of Debt Financing and/or Alternative Financing with respect to the conduct of any examination, appraisal or review of the financial condition or any of the assets or liabilities of the Company or any of its Subsidiaries, including for the purpose of establishing collateral eligibility and values, (vi) assisting in the preparation of one or more credit agreements, note purchase agreements, indentures and/or other instruments, as well as any pledge and security documents, and other definitive financing documents, collateral filings or other certificates or documents as may be requested by Parent and otherwise facilitating the pledging of collateral, (vii) (A) to the extent not prohibited by applicable Laws, facilitating the granting of guaranty and/or security or pledging of collateral and (B) executing and delivering any guaranty, pledge and security documents, commitment letters, certificates and other definitive financing documents (including one or more credit agreements, note purchase agreements, indentures and/or other instruments) (the “Definitive Debt Documents”); provided, that any guaranty, collateral pledged or security granted by the Company or any of its Subsidiaries under, and any obligations of the Company or any of its Subsidiaries under, any Definitive Debt Documents to which it is a party shall be contingent upon the occurrence of the Effective Time, (viii) taking all actions reasonably required necessary to (A) permit prospective sources of Debt Financing and/or Alternative Financing to evaluate the Company’s or any of its Subsidiaries’ inventory, current assets, cash management and accounting systems and policies and procedures relating thereto for the purpose of establishing collateral arrangements; provided, that the information provided in connection therewith to such prospective sources of Debt Financing shall be subject to the terms of the Confidentiality Agreements, and (B) establish bank and other accounts, blocked account and control agreements and lock box arrangements in connection with the foregoing, (ix) furnishing Parent, Merger Sub and their respective Representatives, as well as any prospective sources of Debt Financing and/or Alternative Financing, and (vi) comply with its obligations under the Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion of the Financing reasonably unlikely to occur in the manner or from the sources contemplated in the Commitment Letter, Purchaser shall promptly (and in any event within two at least ten (210) Business DaysDays prior to the Closing) notify ▇▇▇▇▇▇ with all documentation and Seller other information required with respect to the Debt Financing and/or Alternative Financing under applicable “know your customer” and anti-money laundering rules, regulations and Laws; provided, that the information provided in connection therewith to such prospective sources of Debt Financing shall use its be subject to the terms of the Confidentiality Agreements, (x) using reasonable best efforts to arrange as promptly as practicable assist Parent in obtaining any such portion from alternative sources on terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates than the terms and conditions set forth in the Commitment Letter and that would not have any necessary rating agencies’ confirmation or approval of the effects prohibited pursuant to amendment by Section 6.13(b) (such financing, the “Debt Financing and/or Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) any breach or default by Purchaser or its Affiliates of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative Financing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇, (i) permit any termination, amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions to the Financing, (Bxi) modifies any existing conditions taking all corporate actions reasonably necessary and requested by Parent to the Financing in a manner that affects permit the consummation of all the Debt Financing and/or Alternative Financing, including the execution and delivery of any other certificates, instruments or documents and assisting Parent in obtaining consents and legal opinions contemplated by the Debt Financing and/or Alternative Financing (including compliance with any portion financial assistance, whitewash or similar requirements of Law of any applicable jurisdiction) or otherwise reasonably requested by Parent or Merger Sub and to permit the Financing proceeds thereof to below a level that would impair Purchaser’s ability be made available at Closing to consummate the Transactions, (xii) causing the Company’s chief financial officer (or other director or officer with reasonably equivalent responsibilities) to execute and deliver a solvency certificate on the Closing Date in the form attached to the Debt Commitment Letter, (xiii) approving (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) reduces the committed amount election to the Company Board of the Financingindividuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, (Cxiv) adversely affects arranging for customary payoff letters, lien terminations and instruments of discharge to be delivered at or prior to Closing relating to all Indebtedness other than the 2018 Notes and the 2022 Notes to be paid off, discharged and terminated on the Closing Date, and (xv) using commercially reasonable efforts to ensure that the Debt Financing benefits from the existing lending relationships of the Group Companies to the extent requested by Parent. For the avoidance of doubt, the inclusion of any Confidential Information (as defined in the Confidentiality Agreements) in any material respect the ability of Purchaser to enforce its rights against offering memorandum or other parties to the Commitment Letter or the definitive agreements in respect thereof, or (D) could otherwise reasonably be expected to prevent, impede or delay in any material respect the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letter. (c) Prior to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser document in connection with the Debt Financing (that is provided that such requested cooperation does not unreasonably interfere with by the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and the Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation of documentation with respect to the pledging of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are made. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller Company or any of their respective Affiliates or other its Representatives for such purpose shall not constitute a breach of the Confidentiality Agreements. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time, (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time (other similar feethan with respect to the Authorization Letters and the CFO Certificate) or (z) have any liability or obligation under any agreement related to the Debt Financing and/or the Alternative Financing prior to the Effective Time. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing and/or Alternate Financing; provided, provide that such logos are used solely in a manner that is not reasonably likely to harm or disparage the Company of any securityof its Subsidiaries. (e) If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, execute Parent shall promptly reimburse the Company for any document, make any representations, provide any indemnification or incur any other expense or Liability reasonable and documented out-of-pocket costs incurred by it in connection with the Financing or and the cooperation contemplated by this Company’s compliance with Section 6.13(d6.07(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and . Parent shall indemnify and hold harmless ▇▇▇▇▇▇the Company, Seller its Subsidiaries and their respective Affiliates Representatives from and against any and all Liabilities liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (collectively, “Losses”) actually suffered or incurred by any of them in connection with the arrangement of the Financing and any information utilized in connection therewith (other than information provided by the Company or its Subsidiaries specifically for use in connection therewith); provided, that Parent shall not be liable to the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇Company, Seller its Subsidiaries or their respective AffiliatesRepresentatives for any Losses arising from fraud, gross negligence, recklessness or any Persons who are directors willful misconduct of any such persons. Each of Parent and Merger Sub acknowledges and agrees that the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04. (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.Company an

Financing. (a) Subject to the terms and conditions of this Agreement, Purchaser and Purchaser Parent each 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 obtain and to consummate the Debt Financing (or any Alternative Financing) on the terms and conditions described in the Debt Commitment Letter (including the flex provisions Letters and any related thereto), subject to any amendments or modifications thereto permitted by Section 6.13(b), including using its reasonable best efforts to (i) maintain in effect the Commitment Letter, (ii) negotiate and enter into definitive agreements with respect to the Financing on the terms and conditions (including the flex provisions) contained in the Commitment Letter, subject to any amendments or modifications thereto permitted by Section 6.13(b), (iii) satisfy on a timely basis all conditions applicable to Purchaser or its Affiliates contained in the Commitment Letter, including the payment of any commitment, engagement or placement fees required as a condition to the Financing and due and payable by Purchaser or its Affiliates, (iv) upon the satisfaction or waiver of such conditions, consummate the Financing on or prior to the Closing Date, including by drawing on any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection with the Financing, and (vi) comply with its obligations under the Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion of the Financing reasonably unlikely to occur in the manner or from the sources contemplated in the Commitment Letter, Purchaser shall promptly (and in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates than the terms and conditions set forth in the Commitment Letter and that would not have any of the effects prohibited pursuant to amendment by Section 6.13(b) (such financing, the “Alternative Financing”)Fee Letters. Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) any breach or default by Purchaser or its Affiliates of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative Financing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇, (i) not permit any terminationamendment, amendment modification or modification supplement to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter Letters or any related Fee Letters Letter, if such termination, amendment, modification, modification or waiver or remedy (A) adds new conditions to the Financing, (B) modifies any existing conditions to the Financing in a manner that affects the consummation of all or any portion of the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (Bi) reduces the committed aggregate amount of the FinancingDebt Financing (including by changing the amount of fees to be paid or original issue discount), (C) adversely affects in any material respect when taken together with Purchaser’s cash on hand, to an amount below the ability of Purchaser amount required to enforce its rights against other parties to the Commitment Letter or the definitive agreements in respect thereof, or (D) could otherwise reasonably be expected to prevent, impede or delay in any material respect the consummation of the Closing or the Transactionssatisfy Purchaser’s obligations under this Agreement, or (ii) undertake imposes new or additional conditions or other terms or otherwise expands, amends or modifies any merger, acquisition, joint venture, disposition, lease, Contract of the conditions to the receipt of the Debt Financing or debt or equity financing other terms in a manner that could reasonably be expected to delay in any material respect or prevent the Closing; provided, however, that Purchaser may, after consultation with Seller, replace or amend the Debt Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letters as of the date hereof so long as such action would not reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letter. (c) Prior to the Closing; provided, Seller and ▇▇▇▇▇▇ shallfurther, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with that the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations exercise of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources any “flex” provisions in the preparation of (A) a customary offering documentFee Letter shall not be considered an expansion, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and the Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation of documentation with respect to the pledging of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are made. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability in connection with the Financing or the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counselamendment, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors modification of any of the foregoing, shall be required conditions to pass resolutions or consents to approve or authorize the execution receipt of the Debt Financing or execute other terms in a manner that could reasonably be expected to delay in any material respect or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to prevent the Closing. Any information provided reference in this Agreement to Purchaser (x) “Debt Financing” shall include the financing contemplated by the Debt Commitment Letters as amended or its Affiliates pursuant to modified in compliance with this Section 6.13(d7.14 and (y) “Fee Letter” and “Debt Commitment Letters” shall be subject to the Confidentiality Agreement and include such documents as amended or modified in compliance with this Section 6.047.14. (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.

Financing. (a) Purchaser Subject to the terms and Purchaser Parent each 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, proper or advisable to (i) obtain and to consummate the Financing (or any Alternative Financing) on the terms and conditions described in the Commitment Letter Financing Documents, (including the flex provisions related thereto), subject to any amendments or modifications thereto permitted by Section 6.13(b), including using its reasonable best efforts to (iii) maintain in effect the Commitment Letter, (ii) negotiate and enter into definitive agreements Financing Documents until the Transactions are consummated in accordance with respect to the Financing on the terms and conditions (including the flex provisions) contained in the Commitment Letter, subject to any amendments or modifications thereto permitted by Section 6.13(b)their respective terms, (iii) satisfy satisfy, or cause to be satisfied, on a timely basis all conditions to the closing of and funding under the Financing Documents applicable to Purchaser or its Affiliates contained in the Commitment LetterMerger Sub, including the payment of any commitment, engagement or placement paying when due all commitment fees required as a condition to and other fees arising under the Financing Documents as and when they become due and payable by Purchaser or its Affiliatesthereunder, and (iv) upon the satisfaction or waiver of such conditions, consummate consummating the Financing on at or prior to the Closing Date, including by drawing on any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required Effective Time in connection accordance with the Financingterms of the Financing Documents; provided that Merger Sub may amend or modify the Financing Documents, and (vi) comply with its obligations under the Commitment Letter. If Purchaser and/or elect to replace all or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion of the Debt Financing reasonably unlikely or increase the amount of debt financing to occur in the manner be obtained with alternative debt financing subject only to such conditions to funding as are substantially similar, or from the sources contemplated in the Commitment Letter, Purchaser shall promptly (and in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions are not materially less favorable in aggregate, from the aggregate to Purchaser standpoint of the Company and its Affiliates shareholders (other than the holders of Excluded Shares and Continuing Shares), than the terms and conditions as set forth in the Commitment Letter and that would not have any of Financing Documents as in effect on the effects prohibited pursuant to amendment by Section 6.13(b) date hereof (such financing, the “Alternative Financing”). Purchaser shall , in each case only so long as (A) give ▇▇▇▇▇▇ the aggregate proceeds of the Debt Financing (as amended or modified) and/or the Alternative Financing, together with the aggregate proceeds of the Equity Financing and Seller prompt oral an amount of Available Cash that equals or exceeds the Offshore Available Cash Amount, will be sufficient for Merger Sub and written notice of the Surviving Company to pay (1i) the Merger Consideration, and (ii) any breach or default by Purchaser or its Affiliates other amounts required to be paid in connection with the consummation of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of Transactions upon the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, terms and conditions contemplated hereby and (B) upon requestsuch amendment or modification or the Alternative Financing would not (i) prevent, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed materially delay or materially impede or impair the ability of Merger Sub to consummate the Transactions or (ii) adversely impact in any material respect the ability of Merger Sub to enforce its rights against the other parties to the Debt Commitment Letters or any definitive agreements with respect thereto. Without limiting the generality of the status foregoing, Merger Sub shall not release or consent to the termination of Purchaser’s the obligations of the financing sources under any Financing Documents or definitive agreement with respect thereto. Merger Sub shall promptly notify the Company as soon as it engages or participates in discussions or negotiations regarding the Alternative Financing and its Affiliates’ efforts deliver to arrange the Company true and complete copies of all Contracts or other arrangements pursuant to which any alternative sources have committed to provide the Alternative Financing (the “Alternative Financing Documents”) (except for customary engagement and fee letters) as promptly as practicable after execution thereof. In the event any portion of the Financing or becomes unavailable on the terms and conditions contemplated in the Financing Documents and to the extent is not replaced by the Alternative Financing, Merger Sub shall promptly notify the Company. (b) Notwithstanding anything to the contrary contained in this Agreement, Purchaser nothing contained in Section 6.07(a) shall require, and Purchaser Parent in no event shall notthe reasonable best efforts of Merger Sub be deemed or construed to require, without Merger Sub to agree to terms and conditions in the prior written consent of ▇▇▇▇▇▇, aggregate that are less favorable to Merger Sub or the Surviving Company (i) permit any termination, amendment or modification to, or any of their Affiliates) than, those contemplated by the Debt Commitment Letters and/or, if applicable, the Alternative Financing Documents (in each case, whether to secure waiver of any conditions contained therein or otherwise). (c) Subject to the terms and conditions of this Agreement, Merger Sub agrees not to amend, modify or waive any provision or remedy underof the Financing Documents, the Commitment Letter or Fee Letters if such termination, amendment, modificationmodification or waiver reduces (or would reduce) the aggregate amount of the Financing or imposes new or additional conditions or otherwise expands, waiver amends or remedy (A) adds new conditions to modifies the Financing, (B) modifies any existing conditions to the Financing in a manner that affects would be expected to prevent or materially delay the consummation of all or any portion ability of the Financing to below a level that would impair Purchaser’s ability Company or Merger Sub to consummate the Transactions, (B) reduces the committed amount of the Financing, (C) Transactions or otherwise adversely affects in any material respect impact the ability of Purchaser Merger Sub to enforce its rights against the other parties to the Commitment Letter or Financing Documents. Merger Sub shall give the definitive agreements in respect thereofCompany prompt notice (i) upon becoming aware of any breach of any provision of, or (D) could otherwise reasonably be expected to preventtermination by any party to, impede or delay in any material respect the consummation of the Closing or the Transactions, Financing Documents or (ii) undertake upon the receipt of any merger, acquisition, joint venture, disposition, lease, Contract written notice from any person with respect to any threatened breach or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation threatened termination of the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letterDocuments. (cd) Prior The Company agrees to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts toprovide, and shall cause each of its Subsidiaries and each of their respective Representatives to cause provide to Merger Sub, all reasonable cooperation as may be requested by Merger Sub or its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with the Debt Financing (provided that such requested cooperation does not unreasonably interfere with and/or Alternative Financing and the ongoing operations of SellerTransactions, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: including (i) assisting in preparation for and participation in customary marketing efforts related to meetings, presentations, due diligence sessions, road shows, sessions with rating agencies and other meetings, including arranging for reasonable direct contact between senior management, representatives and advisors of the Company or its Subsidiaries with Representatives of Merger Sub and any sources or prospective sources of the Debt Financing or the and/or Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources in the preparation of offering memoranda, private placement memoranda, bank information memoranda, prospectuses, rating agency presentations, other marketing documents and similar documents reasonably requested by Merger Sub or its Representatives in connection with the Debt Financing and/or Alternative Financing (including using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing and/or Alternative Financing and delivery of one or more customary representation letters), (iii) as promptly as practicable, furnishing Merger Sub and any sources or prospective sources of the Debt Financing and/or Alternative Financing with financial and other pertinent information (including without limitation, certifying in writing by an authorized representative of the Company, the allocation of the Onshore Available Cash between retained earnings of the relevant Subsidiaries of the Company and other cash) regarding the Company and its Subsidiaries as may be reasonably requested by Merger Sub or any sources or prospective sources of the Debt Financing and/or Alternative Financing and is reasonably available to the Company and using commercially reasonable best efforts to cause the Company’s independent accountants to provide assistance and cooperation in connection therewith to Merger Sub and any sources or prospective sources of the Debt Financing and/or Alternative Financing, (iv) reasonably cooperating with advisors, consultants and accountants of Merger Sub or any sources or prospective sources of the Debt Financing and/or Alternative Financing with respect to the conduct of any examination, appraisal or review of the financial condition or any of the assets or liabilities of the Company or any of its Subsidiaries, including for the purpose of establishing collateral eligibility and values, (v) assisting in the preparation of one or more credit agreements, note purchase agreements, indentures and/or other instruments, as well as any pledge and security documents, and other definitive financing documents, collateral filings or other certificates or documents as may be requested by Merger Sub and otherwise facilitating the pledging of collateral, (vi) (A) to the extent customary and not prohibited by applicable Laws, facilitating the granting of guaranty, security or pledging of collateral and (B) executing and delivering any guaranty, pledge and security documents, commitment letters, certificates and other definitive financing documents (the “Definitive Debt Documents”), provided that any collateral pledged or security granted by the Company or any of its Subsidiaries under, and any obligations of the Company or any of its Subsidiaries under, any Definitive Debt Documents to which it is a customary offering documentparty shall be contingent upon the occurrence of the Effective Time, private placement memorandum (vii) taking all actions reasonably necessary to (A) permit prospective sources of the Debt Financing and/or bank information memorandum Alternative Financing to evaluate the Company’s or any of its Subsidiaries’ current assets, cash management and similar marketing documents accounting systems, policies and procedures relating thereto for the Financing or purpose of establishing collateral arrangements, provided that the Alternative Financing, as applicableinformation provided in connection therewith to such prospective sources shall be subject to the terms of the Confidentiality Agreements, and (B) materials for rating agency presentationsestablish bank and other accounts, blocked account agreements and lock box arrangements in connection with the foregoing, including over Available Cash, (iiiviii) furnishing Purchaser Merger Sub and its Representatives, as well as any prospective sources of the Debt Financing Sources and/or Alternative Financing, promptly (and, provided that Merger Sub shall have requested, in writing, such information from the Required Information; Company at least fifteen (15) Business Days prior to the Closing, then in any event at least ten (10) Business Days prior to the Closing) with all documentation and (iv) facilitating Purchaser’s preparation of documentation other information required with respect to the pledging Debt Financing and/or Alternative Financing under applicable “know your customer” and anti-money laundering rules and regulations, provided that the information provided to such prospective sources shall be subject to the terms of collateralthe Confidentiality Agreements, if applicable. In addition, Seller will use its (ix) using reasonable best efforts to provide to Purchaser obtain any necessary rating agencies’ confirmation or approval of the Debt Financing and/or Alternative Financing, and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact (x) taking all corporate actions reasonably necessary to make permit the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light consummation of the circumstances under which such statements are made. (d) Notwithstanding Debt Financing and/or Alternative Financing, including the foregoingexecution and delivery of any other certificates, (i) none of ▇▇▇▇▇▇, Seller instruments or documents contemplated by the Debt Financing and/or Alternative Financing and reasonably requested by Merger Sub and to permit the proceeds thereof to be made available at Closing to consummate the Transactions. Neither the Company nor any of their respective Affiliates or other Representatives its Subsidiaries shall be required to (x) pay any commitment or other similar fee, provide fee prior to the Effective Time or (y) commit to taking any security, execute action that is not contingent upon the Closing (including entry into any document, make any representations, provide any indemnification agreement) or incur any other expense would be effective prior to the Effective Time or Liability that would otherwise subject it to actual or potential liability in connection with the Debt Financing and/or Alternative Financing prior to the Effective Time. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing and/or Alternative Financing; provided that Merger Sub shall ensure that such logos are used solely in a manner that is not intended, or that is not reasonably likely, to harm or disparage the Company or the cooperation contemplated by this Section 6.13(d)Company’s reputation or goodwill. (e) Merger Sub shall, (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, promptly upon request by ▇▇▇▇▇▇ or Sellerthe Company, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates the Company following the valid termination of this Agreement for all reasonable and documented out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) the Company or its Subsidiaries in connection with the any cooperation contemplated by provided pursuant to this Section 6.13(d) 6.07 and shall indemnify and hold harmless ▇▇▇▇▇▇the Company, Seller its Subsidiaries and their respective Affiliates from Representatives for and against any and all Liabilities liabilities, expenses or losses suffered or incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution arrangement of the Financing and any information utilized in connection therewith, except in the event such liabilities, expenses or execute losses arose out of or deliver result from the fraud, gross negligence, recklessness or willful misconduct of the Company, its Subsidiaries or any certificateof their respective Representatives. Merger Sub acknowledges and agrees that the Company and its Subsidiaries and their respective Representatives shall not, document, instrument or agreement that is effective prior to the Closing or agree Effective Time, incur any liability to any change or modification of person under any existing certificate, document, instrument or agreement financing that is effective prior to Merger Sub may raise in connection with the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04Transactions. (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.

Financing. (a) Purchaser IDB Buyer acknowledges and Purchaser Parent each agrees that Seller and its Affiliates and its and their respective Representatives shall use not have any responsibility for, or incur any liability to any Person under, any financing that IDB Buyer may raise in connection with the transactions contemplated by this Agreement and that IDB Buyer shall indemnify and hold harmless Seller and its reasonable best efforts to Affiliates and its and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Debt Financing (including any claims asserted by the Financing Sources) and any information utilized in connection therewith. (b) IDB Buyer shall, and shall cause its Representatives and Affiliates to, take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain arrange and consummate the Debt Financing as soon as reasonably practical after the date of this Agreement, but in any event prior to the Closing and to consummate obtain the proceeds of the Debt Financing on the terms and conditions, taken as a whole (or any Alternative Financingincluding the flex provisions) described in the Debt Commitment Letter, including executing and delivering all such documents and instruments as may be reasonably required thereunder, including definitive agreements with respect to the financing on the terms and conditions contained in the Debt Commitment Letter (the “Debt Financing Documents”) and: (i) complying with and maintaining in effect the Debt Financing and the Debt Commitment Letter, negotiating and entering into definitive Debt Financing Documents with respect thereto (and maintaining in effect and complying with the terms thereof) on the terms and conditions described (as such terms may be modified or adjusted in accordance with the terms of, and within the limits of, any “flex” provisions set forth in the Debt Commitment Letter (including as specified in any Fee Letter provided pursuant to Section 3.11)) no less favorable, taken as a whole, to IDB Buyer than those contained in the flex provisions related thereto)Debt Commitment Letter, subject which agreements shall be in effect as promptly as practicable after the date hereof, but in no event later than the Closing Date; provided, however, that, without limiting the foregoing, in no event shall any of the Debt Financing Documents (nor shall any amendment, supplement, waiver or other modification thereto be reasonably expected to): (A) reduce the aggregate amount of the Debt Financing provided for in the Debt Commitment Letter (including by changing the amount of fees or original issue discount contemplated by the Debt Commitment Letter other than, solely with respect to original issue discount, as expressly set forth therein unless after giving effect to the maximum amount of any amendments or modifications thereto permitted by Section 6.13(b)such deduction, the aggregate net proceeds from the Debt Financing are and will be sufficient in amount to provide IDB Buyer with the funds necessary to consummate the transactions contemplated hereby and to satisfy its obligations under this Agreement, including using to pay the Purchase Price, and the payment of all fees, costs and expenses to be paid by IDB Buyer related to the transactions contemplated by this Agreement, including such fees and expenses relating to the Debt Financing); (B) expand the conditions or other contingencies to the receipt or funding of the Debt Financing beyond those expressly set forth in the Debt Commitment Letter, amend or modify any of such conditions or other contingencies in a manner adverse to IDB Buyer or Seller (including by making any such conditions or other contingencies less likely to be satisfied) or impose any new or additional condition or other contingency to the receipt or funding of the Debt Financing; (C) contain terms (other than those terms expressly set forth in the Debt Commitment Letter that would reasonably be expected to (1) prevent, impede or delay the consummation of the transactions contemplated by this Agreement or the Debt Commitment Letter or the date on which the Debt Financing would be obtained, or (2) make the funding of Debt Financing less likely to occur; (D) adversely impact the ability of IDB Buyer to enforce its reasonable best efforts rights against the Financing Sources; or (E) impose obligations on Seller and its Affiliates; (ii) satisfying, or causing its Representatives to satisfy, as promptly as practicable and on a timely basis all conditions to the Debt Financing contemplated by the Debt Commitment Letter and Debt Financing Documents relating thereto (including by paying any commitment, engagement or placement or other fees that become due and payable under or with respect to the Debt Commitment Letter or Debt Financing Documents); (iii) accepting (and complying with) to the fullest extent all “market flex” provisions contemplated by the Debt Commitment Letter and the Debt Financing Documents; (iv) obtaining all rating agency approvals necessary to obtain the Debt Financing; (v) enforcing its rights under the Debt Commitment Letter and Debt Financing Documents in the event of a breach by the Financing Sources under the Debt Commitment Letter and Debt Financing Documents relating thereto; and (vi) causing the Financing Sources and any other Persons providing Debt Financing to fund the Debt Financing in immediately available funds at the time the Closing is required to occur pursuant to the terms and conditions hereof. (c) IDB Buyer shall not agree to or permit any amendment, supplement or other modification or replacement of, or grant any waiver of any condition, remedy or other provision under, the Debt Commitment Letter or the Debt Financing Documents without the prior written consent of Seller if such amendment, supplement, modification, replacement or waiver would or would reasonably be expected to (i) maintain reduce the aggregate amount of the Debt Financing (including by changing the amount of fees or original issue discount contemplated by the Debt Commitment Letter other than, solely with respect to original issue discount, as expressly set forth therein unless after giving effect to the maximum amount of any such deduction, the aggregate net proceeds from the Debt Financing are and will be sufficient in effect amount to provide IDB Buyer with the funds necessary to consummate the transactions contemplated hereby and to satisfy its obligations under this Agreement, including to pay the Purchase Price, and to pay all fees, costs and expenses to be paid by IDB Buyer related to the transactions contemplated by this Agreement, including such fees and expenses relating to the Debt Financing), from that contemplated by the Debt Commitment LetterLetter delivered as of the date hereof, (ii) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt or funding of the Debt Financing in a manner adverse to Seller or IDB Buyer, (iii) make it less likely that the Debt Financing would be funded (including by making the conditions to obtaining the Debt Financing less likely to occur) or otherwise prevent or delay or impair the ability or likelihood of IDB Buyer to timely consummate the transactions contemplated by this Agreement, (iv) adversely impact the ability of IDB Buyer to enforce its rights against the other parties to the Debt Commitment Letter or (v) otherwise contravene the limitations set forth in Section 5.16(b)(i)(A)-(E). IDB Buyer shall not agree to the withdrawal, repudiation, termination or rescission of the Debt Commitment Letter or Debt Financing Documents or any provision thereof without the prior written consent of Seller. Upon any amendment, supplement or modification of the Debt Commitment Letter in accordance with this Section 5.16(c), IDB Buyer shall deliver a copy thereof to Seller and references herein to “Debt Commitment Letter” shall include such documents as amended, supplemented or modified in compliance with this Section 5.16(c) and references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as amended, supplemented or modified in compliance with this Section 5.16 and the financing contemplated by the Debt Financing Documents entered into in compliance with this Section 5.16, as applicable. (d) In the event that all or any portion of the Debt Financing becomes or could become unavailable on the terms and conditions (including any “flex” provisions) or from the sources contemplated in the Debt Commitment Letter or the Debt Financing Documents for any reason or the Debt Commitment Letter or the Debt Financing Documents shall be withdrawn, repudiated, terminated or rescinded for any reason (but without limiting the obligations of IDB Buyer in the penultimate sentence of Section 5.16(c) and in Section 5.16(b)(v)), (i) IDB Buyer shall immediately so notify Seller and (ii) IDB Buyer shall arrange and obtain, as promptly as practicable following the occurrence of such event (and in any event no later than the Closing Date), and shall negotiate and enter into definitive agreements with respect to the Financing on the terms and conditions (including the flex provisions) contained in the Commitment Letterto, subject to any amendments or modifications thereto permitted by Section 6.13(b), (iii) satisfy on a timely basis all conditions applicable to Purchaser or its Affiliates contained in the Commitment Letter, including the payment of any commitment, engagement or placement fees required as a condition to the Financing and due and payable by Purchaser or its Affiliates, (iv) upon the satisfaction or waiver of such conditions, consummate the Financing on or prior to the Closing Date, including by drawing on any interim or bridge alternative financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection with the Financing, and (vi) comply with its obligations under the Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion of the Financing reasonably unlikely to occur in the manner or from the sources contemplated in the Commitment Letter, Purchaser shall promptly (and in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from same or alternative sources on terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates than the terms and conditions set forth in the Commitment Letter and that would not have any of the effects prohibited pursuant to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). Purchaser shall ) in an amount sufficient to consummate the transactions contemplated by this Agreement and pay all related fees and expenses (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) or replace any breach or default by Purchaser or its Affiliates of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative Financing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇, (i) permit any termination, amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions to the Financing, (B) modifies any existing conditions to the Financing in a manner that affects the consummation of all or any unavailable portion of the Debt Financing), and shall obtain a new financing commitment letter (including any associated engagement letter and related fee letter) with respect to such Alternative Financing (collectively, the “New Debt Commitment Letter”), copies of which shall be promptly provided to below a level Seller. Notwithstanding the foregoing, no New Debt Commitment Letter may expand upon the conditions precedent or contingencies to the funding or receipt of the Debt Financing on the Closing Date as set forth in the Debt Commitment Letter in effect on the date hereof or otherwise include terms (including any “flex” provisions) that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the Financing, (C) adversely affects in any material respect the ability of Purchaser to enforce its rights against other parties to the Commitment Letter or the definitive agreements in respect thereof, or (D) could otherwise reasonably be expected to prevent, impede or delay make the likelihood that such Debt Financing would be funded less likely. In the event any Alternative Financing is obtained and a New Debt Commitment Letter is entered into in accordance with this Section 5.16(d) (i) any material respect reference in this Agreement to “Debt Financing” shall mean the consummation of debt financing contemplated by the Closing or the Transactions, or Debt Commitment Letter as modified pursuant to clause (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letter. (c) Prior to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts tobelow, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser any reference in this Agreement to the “Debt Commitment Letter” (or defined terms that use such phrases) and to “Debt Financing Documents” shall be deemed to include the Alternative Financing Sources and any New Debt Commitment Letter. Without Seller’s prior written consent, IDB Buyer shall not directly or indirectly take any action that could result in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Debt Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and the Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation of documentation with respect to the pledging of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are madebeing available. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability in connection with the Financing or the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04. (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.

Financing. (a) Purchaser Newco and Purchaser Parent each Merger Sub shall use its reasonable best efforts to take, take (or cause to be taken) all actions, all actions and to do, do (or cause to be done) all things, all things necessary, proper or advisable to obtain and the financing contemplated by the Commitment Letter, subject to consummate the Financing (or any Alternative Financing) on the terms and conditions described in of this Agreement and the Commitment Letter (including the flex provisions related thereto), subject to any amendments or modifications thereto permitted by Section 6.13(b)Letter, including using its reasonable best efforts to (i) maintain maintaining in effect the Commitment Letter, (ii) negotiate and enter into definitive agreements with respect to the Financing on the terms and conditions (including the flex provisions) contained in the Commitment Letter, subject to any amendments or modifications thereto permitted by Section 6.13(b), (iii) satisfy satisfying on a timely basis all conditions applicable to Purchaser Newco and Merger Sub set forth in the Commitment Letter that are within their control (other than, for the avoidance of doubt, Newco or its Affiliates contained Merger Sub’s conditions to Closing in Article VII hereof), (iii) so long as all conditions to Closing set forth in Sections 7.1 and 7.2 are satisfied (or waived by Newco), consummating the financing contemplated by the Commitment Letter at the Effective Time (and in any event prior to the Termination Date), and (iv) fully enforcing the Investor’s obligations (and the rights of Newco and Merger Sub) under the Commitment Letter, including (at the payment request of any commitment, engagement the Company) by filing one or placement fees required as a condition more lawsuits (or assigning such right to the Financing Company) against the Investor to fully enforce the Investor’s obligations (and due the rights of Newco and payable Merger Sub) thereunder. (b) Neither Newco nor Merger Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by Purchaser action or its Affiliatesinaction), (iv) upon the satisfaction or waiver any term of such conditions, consummate the Financing on or prior to the Closing Date, including by drawing on any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection with the Financing, and (vi) comply with its obligations under the Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion Letter without the prior written consent of the Financing reasonably unlikely to occur in the manner or from the sources contemplated in the Commitment Letter, Purchaser Company. Newco shall promptly (and in any event within two (2) one Business DaysDay) notify ▇▇▇▇▇▇ and Seller and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates than the terms and conditions set forth in the Commitment Letter and that would not have any of the effects prohibited pursuant to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice Company of (1i) any breach the expiration or default by Purchaser termination (or its Affiliates of the Commitment Letterattempted or purported termination, Alternative Financing whether or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliatesnot valid) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative Financing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇, (i) permit any termination, amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions to the Financing, (B) modifies any existing conditions to the Financing in a manner that affects the consummation of all or any portion of the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the Financing, (C) adversely affects in any material respect the ability of Purchaser to enforce its rights against other parties to the Commitment Letter or the definitive agreements in respect thereof, or (D) could otherwise reasonably be expected to prevent, impede or delay in any material respect the consummation of the Closing or the Transactions, or (ii) undertake any mergerrefusal by the Investor to provide, acquisitionany stated intent by the Investor to refuse to provide, joint venture, disposition, lease, Contract or debt any expression of concern or equity financing that could reasonably be expected to materially impair, delay or prevent consummation reservation by the Investor regarding the enforceability of the Financing Commitment Letter subject to the terms thereof or its ability to provide the full financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letterLetter. (c) Prior to the Closing, Seller the Company shall use its reasonable efforts to assist Newco in the arrangement of any third party debt financing requested by Newco for the purpose of financing the merger, fees and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts toexpenses incurred in connection therewith, and the other transactions contemplated hereby (the “Debt Financing”) (it being understood that the receipt of such Debt Financing is not a condition to cause its Representatives toClosing), provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the followingincluding: (i) assisting participating in preparation for meetings, presentations and participation in customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, due diligence sessions; (ii) assisting Purchaser and the Financing Sources in with the preparation of (A) a customary offering documentmaterials for presentations, private placement memorandum and/or bank information memorandum memoranda and similar marketing documents for the Financing or the Alternative required in connection with Newco’s Debt Financing, as applicable, ; and (B) materials for rating agency presentations, (iii) furnishing Purchaser executing and delivering any definitive financing documents and certificates as may be reasonably requested by Newco, provided that such documents will not take effect until the Financing Sources the Required InformationEffective Time; and (iv) facilitating Purchaser’s preparation of documentation with respect provided, however, that nothing herein shall require such cooperation to the pledging of collateral, if applicable. In addition, Seller will use its reasonable best efforts extent it would require the Company to provide to Purchaser and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are made. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required agree to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability in connection with the Financing or the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Sellerfees, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and any expenses incurred by or give any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective indemnities prior to the Closing Effective Time for which it is not reimbursed or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04indemnified. (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.

Financing. (a) Purchaser Parent has delivered to the Company a true and Purchaser Parent each shall use its reasonable best efforts complete copy of the executed debt commitment letters (including all exhibits, schedules, annexes and amendments thereto and the related fee letters (redacted for provisions related to takefees, or cause pricing, “flex” terms (other than any “flex” terms expressly permitted thereby to be takendisclosed to the Company) and any other economic terms)), dated as of the date of this Agreement, by and among certain of the Financing Sources and Parent providing for debt financing as described by such commitment letters (such commitment letters, including all actions such exhibits, schedules, annexes and amendments thereto and the related fee letters (redacted for provisions related to dofees, or cause pricing, “flex” terms (other than any “flex” term expressly permitted thereby to be donedisclosed to the Company) and any other economic terms), all things necessarycollectively, proper or advisable the “Commitment Letters”), pursuant to obtain and to consummate the Financing (or any Alternative Financing) on which, upon the terms and subject to the conditions described in set forth or referred to therein, certain of the Financing Sources have agreed to lend the amounts set forth therein (the “Financing”), for the purpose of, inter alia, funding the Merger Consideration and the fees and expenses related thereto. (b) As of the date of this Agreement, each Commitment Letter is in full force and effect and is a valid and binding obligation of Parent and Merger Sub and, to Parent’s knowledge, the other parties thereto, enforceable in accordance with its terms (including subject to the flex provisions related theretoRemedies Exceptions), and is not subject to any amendments conditions precedent related to the funding of the net proceeds of the Financing that are not set forth or modifications thereto otherwise contemplated in the copies of such Commitment Letter provided to the Company (it being understood that the related fee letters may be redacted by Parent by removing fees, pricing, “flex” terms (other than any “flex” term expressly permitted by Section 6.13(b), including using its reasonable best efforts to be disclosed to the Company) and any other economic terms therein. (ic) maintain in effect None of the Commitment Letter, (ii) negotiate and enter into definitive agreements with respect to the Financing on the terms and conditions (including the flex provisions) contained in the Commitment Letter, subject to any amendments Letters has been amended or modifications thereto permitted by Section 6.13(b), (iii) satisfy on a timely basis all conditions applicable to Purchaser or its Affiliates contained in the Commitment Letter, including the payment of any commitment, engagement or placement fees required as a condition to the Financing and due and payable by Purchaser or its Affiliates, (iv) upon the satisfaction or waiver of such conditions, consummate the Financing modified on or prior to the Closing Datedate of this Agreement and the respective commitments contained therein have not been terminated, including by drawing reduced, withdrawn or rescinded on or prior to the date of this Agreement, and to Parent’s knowledge, none of any interim such actions is contemplated as of the date hereof. (d) As of the date of this Agreement, none of the Financing Sources has notified Parent or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection with Merger Sub of its intention to terminate any Commitment Letter or not to provide the Financing. (e) As of the date of this Agreement, none of Parent, Merger Sub or, to Parent’s knowledge, any other party to any Commitment Letter is in material default or material breach under the terms and (vi) comply conditions of such Commitment Letter and no event has occurred which, with its obligations or without notice, lapse of time or both, would constitute a material default or material breach by Parent, Merger Sub or, to Parent’s knowledge, any other party to such Commitment Letter under the terms and conditions of the Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion As of the date of this Agreement, Parent has no reason to believe that it or any other party thereto will be unable to satisfy any of the conditions to the Financing reasonably unlikely to occur be satisfied pursuant to each Commitment Letter on the Closing Date, provided that Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations or warranties set forth in Article III or non-compliance by the manner or from the sources contemplated in the Commitment Letter, Purchaser shall promptly (Company and in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use its reasonable best efforts to arrange as promptly as practicable affiliates with their respective obligations hereunder on any such portion from alternative sources on terms and condition to the Financing. (f) As of the date of this Agreement, there are no side letters, understandings or other agreements relating to the Financing to which Parent or any of its affiliates is a party that imposes conditions not materially less favorable in to the aggregate to Purchaser and its Affiliates funding of the Financing, other than the terms and conditions those set forth in the Commitment Letter and that would not have any of the effects prohibited pursuant to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) any breach or default by Purchaser or its Affiliates of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative FinancingLetters. (bg) Notwithstanding anything Parent or an affiliate thereof on its behalf has fully paid any and all commitment or other fees required by the Commitment Letters to be paid on or prior to the contrary in date of this Agreement. (h) Parent and Merger Sub will have at and, Purchaser and Purchaser Parent shall notwhere applicable, without after the prior written consent of ▇▇▇▇▇▇, Closing funds sufficient to (i) permit pay the Merger Consideration, (ii) pay any terminationand all fees and expenses required to be paid by Parent, amendment or modification to, or any waiver of any provision or remedy under, Merger Sub and the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions to Surviving Company in connection with the Merger and the Financing, (Biii) modifies pay for any existing conditions to the Financing in a manner that affects the consummation refinancing of all or any portion outstanding indebtedness of the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the Financing, (C) adversely affects in any material respect the ability of Purchaser to enforce its rights against other parties to Company contemplated by this Agreement or the Commitment Letter or the definitive agreements in respect thereof, or (D) could otherwise reasonably be expected to prevent, impede or delay in any material respect the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letter. (c) Prior to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and the Financing Sources the Required Information; Letters and (iv) facilitating Purchaser’s preparation satisfy all of documentation with respect to the pledging other payment obligations of collateralParent, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser Merger Sub and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are madeSurviving Company contemplated hereunder. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability in connection with the Financing or the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04. (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.

Financing. (a) Purchaser Upon the terms and Purchaser subject to the conditions of this Agreement, Parent each 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 reasonably necessary to arrange and obtain and to consummate the Financing (or any Alternative Financing) on the terms and conditions described in the Commitment Letter pursuant to the terms thereof (including the flex including, as necessary, any “market flex” provisions related thereto). In furtherance and not in limitation of the foregoing: (a) Parent shall not permit any amendment, subject supplement, replacement or modification to be made to, or any amendments waiver of any provision under, the Commitment Letter without the consent of the Company (such consent not to be unreasonably withheld, conditioned or modifications thereto permitted delayed) if such amendment, supplement, replacement, modification or waiver (i) reduces the aggregate amount of the Financing (including by increasing the amount of fees to be paid) or original issue discount, unless (A) the Financing is increased by a corresponding amount or (B) Parent or Merger Sub have a corresponding amount of available cash on hand such that the representation set forth in Section 6.13(b4.07(a) will still be true and correct or (ii) imposes new or additional conditions to the initial funding or otherwise expands, amends or modifies any of the conditions to the receipt of the Financing, or otherwise expands, amends or modifies any other provision of the Commitment Letter, 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) at the Acceptance Time or on the Closing Date or (B) adversely impact the ability of Parent to enforce its rights against other parties to the Commitment Letter or the definitive agreements with respect thereto, in each case, relating to the funding thereunder (provided, that Parent may (1) amend the Commitment Letter to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities and (2) implement or exercise the “flex” provisions contained in one or more fee letters related to the Financing). Parent shall promptly deliver to the Company true, including using correct and complete copies of any such amendment, modification or replacement. (b) Parent shall use its reasonable best efforts to (i) maintain in effect the Commitment Letter, (ii) negotiate and enter into definitive agreements the Definitive Financing Agreement with respect to the Financing Commitment Letter on the terms and conditions (including the flex provisions) contained in the Commitment LetterLetter (including, subject to as necessary, any amendments or modifications thereto permitted by Section 6.13(b“market flex” provisions related thereto), (iii) satisfy (or, if deemed advisable by Parent, obtain the waiver of) on a timely basis all conditions applicable to Purchaser receipt of the amount of the Financing necessary to pay the aggregate amount of the aggregate Offer Price at the Acceptance Time and the aggregate Per Share Merger Consideration at the Closing that are within its control (but excluding any condition where the failure to be so satisfied is a direct result of the Company’s failure to furnish information as required under Section 5.13 or the Company’s breach of any of its Affiliates contained other obligations under Section 5.13) and, upon satisfaction of the conditions set forth in the Commitment Letter, including to consummate the payment of any commitment, engagement Financing at or placement fees required as a condition prior to the Financing and due and payable by Purchaser or its AffiliatesClosing, (iv) upon enforce its rights under the satisfaction or waiver of such conditionsCommitment Letter, consummate including to cause the Financing Sources to fund at the Acceptance Time and on or prior to the Closing Date, including by drawing on any interim or bridge financing facilities contemplated thereby, Date the Financing and (v) obtain such third-party consents as may be reasonably required in connection with the Financing, and (vi) to comply with its obligations under the Commitment Letter. If Purchaser or Purchaser In each case promptly upon the Company’s reasonable request, Parent shall keep the Company informed in reasonable detail of the status of its efforts to arrange the Financing and promptly provide to the Company at its request copies of all substantially final drafts and executed definitive agreements for the Financing. (c) Parent agrees to notify the Company reasonably promptly, and in any event within three (3) Business Days, if at any time prior to the Effective Time (i) the Commitment Letter is terminated for any reason, (ii) Parent becomes aware of any event or circumstance that makes procurement of any portion of the Financing reasonably unlikely to occur in the manner or from the sources contemplated in the Commitment Letter, Purchaser shall promptly (and in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates than the terms and conditions set forth in the Commitment Letter and that would not have any of the effects prohibited pursuant to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) any breach or default by Purchaser or its Affiliates of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative Financing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇, (i) permit any termination, amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions to the Financing, (B) modifies any existing conditions to the Financing in a manner that affects the consummation of all or any portion of the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the Financing, (C) adversely affects in any material respect the ability of Purchaser to enforce its rights against other parties to the Commitment Letter or the definitive agreements Definitive Financing Agreement, (iii) a counterparty indicates in respect thereofwriting that it will not provide, or (D) could otherwise reasonably be expected it refuses to preventprovide, impede all or delay in any material respect the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation portion of the Financing contemplated by the Commitment Letter on the terms set forth in the Commitment Letter, (iv) Parent receives any written notice or other written communication from any Person with respect to any actual breach, default, termination or repudiation by any party to any Commitment Letter or the Definitive Financing Agreement or (v) Parent determines in good faith that it will not be able to obtain all or any Alternative portion of the Financing necessary to pay the aggregate Offer Price and the aggregate Per Share Merger Consideration; provided, that in no event will Parent be under any obligation to disclose any information shared among Parent and its professional advisors in connection with matters contemplated by the foregoing clauses (i) through (iv) that is subject to attorney-client or similar legal privilege. Without limiting Parent’s other obligations under this Section 5.14, if the commitments with respect to all or any new debt commitment letter. portion of the Financing expire or are terminated or all or any portion of the Financing otherwise becomes unavailable, then Parent shall (ci) Prior to promptly notify the ClosingCompany of such event and the reasons therefor, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, (ii) use reasonable best efforts to, and to cause its Representatives to, provide obtain alternative financing from the same or alternative financing sources in an amount sufficient to Purchaser such cooperation as is reasonably requested by Purchaser pay all amounts required to paid in connection with the Offer, the Merger and the other transactions contemplated by this Agreement, as promptly as practicable following the occurrence of such event (the “Alternative Financing”), and (iii) obtain, and when obtained, provide the Company with a true, correct and complete copy of each alternative financing commitment in respect of such Alternative Financing (provided that such requested cooperation does not unreasonably interfere each, a “New Commitment Letter”), together with the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: all related fee letters (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources solely in the preparation case of the fee letters, with only (A) a customary offering documentthe fee amounts, private placement memorandum and/or bank information memorandum yield or interest rate caps, and similar marketing documents for the Financing or the Alternative Financing, as applicable, original issue discount amounts and (B) materials for rating agency presentations“flex,” and other economic terms, in each case under this clause (B) that are confidential and do not adversely affect the enforceability, availability or conditionality of or the aggregate amount of net proceeds available under such financing, contained therein redacted). In the event any New Commitment Letter is obtained, (iii1) furnishing Purchaser any reference in this Agreement to the “Financing” shall include the debt financing contemplated by the Commitment Letter as modified pursuant to clause (2) below, (2) any reference in this Agreement to the “Commitment Letter” shall be deemed to include the Commitment Letter which is not superseded by a New Commitment Letter at the time in question and each New Commitment Letter to the Financing Sources the Required Information; extent then in effect, and (iv3) facilitating Purchaser’s preparation of documentation with respect any reference in this Agreement to “fee letter” shall be deemed to include any fee letter relating to the pledging of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser and the Financing Sources the Required Information in a manner that, taken as a whole, does Commitment Letter that is not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are made. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability in connection with the Financing or the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred superseded by any of them (including reasonable attorneys’ fees New Commitment Letter at the time in question and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior each New Debt Commitment Letter to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04extent then in effect. (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.

Financing. (a) Purchaser Notwithstanding anything contained in this Agreement to the contrary, Soap acknowledges and Purchaser Parent each agrees that Soap’s obligations hereunder are not conditioned in any matter upon Soap obtaining any financing. (b) Soap 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 obtain and to consummate (i) arrange the Financing (or any Alternative Financing) on the terms and conditions described in the Debt Commitment Letter (including the flex provisions related thereto), subject to any amendments or modifications thereto permitted by Section 6.13(b), including using its reasonable best efforts to (i) maintain in effect the Commitment LetterLetters, (ii) negotiate and enter into definitive agreements with respect to the Financing thereto on the terms and conditions (including the flex provisions) contained in the Debt Commitment Letter, subject to any amendments or modifications thereto permitted by Section 6.13(b)Letters, (iii) satisfy on a timely basis all conditions applicable to Purchaser or its Affiliates contained funding in the Debt Commitment Letter, including the payment of any commitment, engagement or placement fees required as a condition to the Financing Letters and due and payable by Purchaser or its Affiliatessuch definitive agreements thereto, (iv) upon the satisfaction or waiver of such conditions, consummate the Financing on or prior to no later than the Closing DateClosing, including by drawing on using its reasonable best efforts (including through litigation in good faith) to cause the Lenders and the other persons committing to fund the Financing to fund the Financing no later than the Closing. Soap shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any interim of its rights under, the Debt Commitment Letters or bridge the definitive agreements with respect thereto, and/or substitute other debt or equity financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection with the Financing, and (vi) comply with its obligations under the Commitment Letter. If Purchaser for all or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion of the Financing reasonably unlikely from the same and/or alternative financing sources; provided, that any such amendment, replacement, supplement or other modification to occur or waiver of any provision of the Financing or such definitive agreements that amends the Financing and/or substitution of all or any portion of the Financing shall not (A) reduce the aggregate amount of the Financing to an amount committed below the amount that is required to consummate the Merger and repay or refinance the Indebtedness set forth in Section 3.17(a)(ii) of the Dish Disclosure Letter; (B) impose new or additional conditions or otherwise expand upon the conditions precedent to the Financing as set forth in the Debt Commitment Letters; (C) prevent, impede or delay the funding of the Financing or the consummation of the Merger and the other transactions contemplated hereunder or (D) materially and adversely impact the ability of Soap to enforce its rights against other parties to the Debt Commitment Letters or the definitive agreements with respect thereto. Soap shall promptly deliver to Dish copies of any such amendment, replacement, supplement, modification or waiver. In the event that any portion of the Financing becomes unavailable in the manner or from the sources contemplated in the Debt Commitment LetterLetters for any reason, Purchaser (A) Soap shall promptly notify Dish and (and in B) Soap shall use its reasonable best efforts to arrange to obtain any event within two such portion from alternative sources, on terms that are not materially adverse to Soap, as promptly as practicable following the occurrence of such event, including entering into definitive agreements with respect thereto (2such definitive agreements entered into pursuant to the first or second sentence of this Section 5.17(b) being referred to as the “Financing Agreements”). Soap shall use the bridge facility (if any) contemplated by the Debt Commitment Letters as necessary to cause the Closing to occur by the third (3rd) Business Days) notify ▇▇▇▇▇▇ and Seller Day following the day on which the conditions set forth in Article VI hereof have been satisfied or duly waived (other than those conditions that by their nature are to be satisfied at the Closing but subject to the satisfaction or waiver of those conditions). Soap shall, and shall use its reasonable best efforts to arrange as cause its Representatives to, comply with the terms, and satisfy on a timely basis the conditions, of the Debt Commitment Letters, any alternative financing commitments, the Financing Agreements and any related fee and engagement letters. Any material breach of the Debt Commitment Letters, the Financing Agreements, any alternative financing commitment and any related fee and engagement letter by Soap shall be deemed a willful and material breach by Soap of this Section 5.17. Soap shall (x) furnish to Dish complete, correct and executed copies of the Financing Agreements promptly as practicable upon their execution (provided that the amount of fees and certain other economic terms may be redacted), (y) give Dish prompt notice (1) of any such portion from alternative sources on terms and conditions not materially less favorable in the aggregate material breach by any party to Purchaser and its Affiliates than the terms and conditions set forth in the Commitment Letter and that would not have any of the effects prohibited pursuant to amendment by Section 6.13(b) (such financingDebt Commitment Letters, any alternative financing commitment or the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice Financing Agreements of (1) which Soap becomes aware or any breach or default by Purchaser or its Affiliates of the Commitment Letter, Alternative Financing or definitive financing agreements related theretotermination thereof, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letterreceipt of any written notice or other written communication, Alternative in each case from any Financing or definitive financing agreements related theretosource, with respect to (3A) any purported actual or potential breach, default, termination or repudiation by any party to the Debt Commitment Letters, any alternative financing commitment or the Financing Agreements of any provisions of the Debt Commitment LetterLetters, Alternative any alternative financing commitment or the Financing or definitive financing agreements related thereto Agreements or (4B) the receipt of notice of any material dispute or disagreement between or among the any parties to the Debt Commitment LetterLetters, Alternative any alternative financing commitment or the Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of Agreements with respect to the status of Purchaser’s and its Affiliates’ efforts obligation to arrange fund the Financing or Alternative Financing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent shall not, without the prior written consent amount of ▇▇▇▇▇▇, (i) permit any termination, amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions to the Financing, (B) modifies any existing conditions to the Financing to be funded at Closing or (3) if at any time for any reason Soap believes in a manner good faith that affects the consummation of it will not be able to obtain all or any portion of the Financing to below a level that would impair Purchaser’s ability to consummate on the Transactionsterms and conditions, (B) reduces in the committed amount of manner or from the Financing, (C) adversely affects in any material respect the ability of Purchaser to enforce its rights against other parties to the Commitment Letter or the definitive agreements in respect thereof, or (D) could otherwise reasonably be expected to prevent, impede or delay in any material respect the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing sources contemplated by the Debt Commitment Letter Letters, any alternative financing commitment or the Financing Agreements and (z) otherwise keep Dish reasonably informed of the status of Soap’s efforts to arrange the Financing (or any Alternative Financing contemplated replacement thereof). As soon as reasonably practicable, but in any event within two Business Days of the date Dish delivers to Soap a written request, Soap shall provide any information reasonably requested by Dish relating to any new debt commitment lettercircumstance referred to in clause (y) of the immediately preceding sentence. (c) Prior to the Closing, Seller and ▇▇▇▇▇▇ Dish shall, at Purchaser’s cost and expense, use reasonable best efforts shall cause the Dish Subsidiaries to, and shall use commercially reasonable efforts to cause its Representatives to, provide at Soap’s sole expense, reasonably cooperate to Purchaser such cooperation assist Soap in causing the conditions in the Financing Agreements to be satisfied and as is reasonably requested by Purchaser otherwise may be necessary or desirable in connection with the arrangement and consummation of the Financing as may be reasonably requested by Soap (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ Dish and their respective Affiliatesthe Dish Subsidiaries). Such assistance cooperation shall include include, at the following: reasonable request of Soap (i) assisting participating in preparation a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers for and participation in customary marketing efforts related to the Financing or the Alternative Financingany alternative financing and senior management and Representatives, as applicable with prospective lendersappropriate seniority and expertise, investors of Dish), presentations, road shows, due diligence sessions (including accounting due diligence sessions), drafting sessions and ratings sessions with rating agencies, ; (ii) assisting Purchaser and the Financing Sources in with the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, offering documents, bank information memoranda and other documents or memoranda required in connection with the Financing (including information to be used in the preparation of an information package regarding the business, operations, financial projections and prospects of Soap and Dish customary for such financing or reasonably necessary for the completion of the Financing by Soap’s financing sources); (iii) furnishing Purchaser Soap and its Lenders as promptly as reasonably practicable with financial information, regarding Dish and the Dish Subsidiaries as may be reasonably requested by Soap in writing in connection with the Financing, including (A) all financial statements and financial and other data of the type 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 (including pro forma financial information and other documents required to satisfy any customary negative assurance opinion, to consummate the Financing Sources at the time or times the Financing is to be consummated), (B) all of the information and data related to Dish and its Subsidiaries necessary to satisfy the requirements of Sections 2, 3, 5a and 5b of Exhibit D of the Debt Commitment Letters and (C) other documents required to consummate the Financing at the time or times the Financing is to be consummated, and appropriate comparable information if a portion of the Financing is consummated prior to the Closing Date; provided that Dish shall only be required to furnish pro forma financial statements or other pro forma financial information if Soap has provided Dish information relating to the proposed debt and equity capitalization at least 15 days prior to the date pro forma financial statements are required to be delivered (information and data required to be delivered pursuant to clauses (A) and (B) of this clause (iii) being referred to as the “Required Financial Information”); (iv) reasonably cooperating with the marketing efforts of Soap and its financing sources for any portion of the Financing (including consenting to the use of Dish’s and the Dish Subsidiaries’ logos; provided, that such logos are used solely in the manner that is not intended to or reasonably likely to harm or disparage Dish or the Dish Subsidiaries or the reputation or goodwill of Dish or any of the Dish Subsidiaries); (v) reasonably facilitating the pledging of collateral to be pledged under the Financing at or after the Closing and execution and delivery of definitive financing documents and customary deliverables; provided, that such pledges or documents will not take effect until the Effective Time; (vi) using commercially reasonable efforts to obtain accountants’ comfort letters, accountants’ consent letters and assisting Soap and Merger Sub with obtaining legal opinions as reasonably requested by Soap; (vii) executing and delivering (or using commercially reasonable efforts to obtain from its advisors), and causing the Dish Subsidiaries to execute and deliver (or use commercially reasonable efforts to obtain from its advisors), customary certificates or other documents and instruments relating to guarantees and other matters ancillary to the Financing as may be reasonably requested by Soap as necessary and customary in connection with the Financing; provided, that such documents will not take effect until the Effective Time; (viii) assisting in (A) the preparation of and entering into one or more credit agreements, currency or interest hedging agreements, or other agreements or (B) the amendment of any of Dish’s of the Dish Subsidiaries’ existing credit agreements, currency or interest hedging agreements, or other agreements, in each case, on terms reasonably satisfactory to Soap and that are reasonably requested by Soap in connection with the Financing; provided, that no obligation of Dish or any of the Dish Subsidiaries under any such agreements or amendments shall be effective until the Effective Time; (ix) using its commercially reasonable efforts, as appropriate, to have its independent accountants provide their reasonable cooperation and assistance; (x) using its commercially reasonable efforts to permit any cash and marketable securities of Dish and the Dish Subsidiaries to be made available to Soap at the Closing; (xi) providing customary authorization letters to the financing sources authorizing the distribution of information to prospective lenders and containing a representation to such financing sources that the public side versions of such documents, if any, do not include material non-public information about Dish or its affiliates or securities; (xii) providing audited consolidated financial statements of Dish covering the three fiscal years immediately preceding the Closing for which audited consolidated financial statements are currently available, unaudited financial statements (excluding footnotes) for any interim monthly or quarterly period or periods of Dish ended after the date of the most recent audited financial statements and at least 45 days prior to the Closing Date (within 45 days after the end of each such period); and (ivxiii) facilitating Purchasercooperating reasonably with Soap’s preparation of documentation with respect financing sources’ due diligence, to the pledging extent customary and reasonable and to the extent not unreasonably interfering with the business of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser Dish and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are madeDish Subsidiaries. (d) Soap shall promptly, upon request by Dish, reimburse Dish for all of its and the Dish Subsidiaries documented reasonable out-of-pocket costs and expenses (including accountants’ fees and reasonable attorneys’ fees) incurred by Dish and the Dish Subsidiaries in connection with the cooperation of Dish and the Dish Subsidiaries contemplated by this Section 5.17. Notwithstanding anything in this Agreement to the foregoingcontrary, (i) none of ▇▇▇▇▇▇, Seller or neither Dish nor any of their respective Affiliates or other Representatives the Dish Subsidiaries shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification fee or incur any other expense liability or Liability obligation in connection with the Financing or the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of replacements thereof) prior to the Effective Time for which it is not reimbursed or indemnified by Soap. If the Effective Time does not occur, Dish, the Dish Subsidiaries and their respective Affiliates or other officers, directors and Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request indemnified and held harmless by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates Soap for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with the Financing and any information utilized in connection therewith (other than information provided by or on behalf of Dish or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇Dish Subsidiaries), Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior in each case except to the Closing or agree to any change or modification of any existing certificateextent such liabilities, documentlosses, instrument or agreement that is effective prior to damages, claims, costs, expenses, interest, awards, judgments and penalties arise from Dish’s, the Closing. Any information provided to Purchaser Dish Subsidiaries’ or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04Representatives’ gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction. (e) In Soap acknowledges and agrees that Dish and the Dish Subsidiaries and their respective Affiliates and employees have no event responsibility for, or obligation with respect to, any financing that Soap may raise in connection with the transactions contemplated hereby, other than, and solely to the extent of, the obligation to cooperate as provided in Section 5.17(c), Section 5.18(a), Section 5.18(b) and Section 5.18(c). (f) Soap shall use its reasonable best efforts to cause the receipt Marketing Period to commence promptly after satisfaction of the conditions set forth in Section 6.1(a) and Section 6.1(b). Soap and Merger Sub shall provide notice to Dish within 24 hours (i) of the commencement of the Marketing Period and (ii) if Soap or availability of Merger Sub has determined, or if the managing underwriter or lead arranger, as applicable for the Financing, Alternative Financing has informed Soap or any other funds Merger Sub that it has determined, that the Marketing Period has been terminated, recommenced or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreementextended.

Financing. (a) Purchaser and Purchaser Parent each Sequential 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 and to consummate the Financing (or any Alternative Financing) on the terms and conditions described in the Commitment Letter Financing Commitments (including the flex exercise of “market flex” provisions in the related theretofee letter) as promptly as practicable following the date hereof (taking into account the expected timing of the Closing). Sequential shall comply with its obligations, and enforce its rights, under the Financing Commitments in a timely and diligent manner. In the event that all conditions to the Financing Commitments set forth therein have been, or upon funding will be, satisfied, Sequential shall use its reasonable best efforts to cause the lenders party thereto and the other Persons providing such Financing to comply with their obligations under the Financing Commitments and the definitive financing agreements entered into in connection with the Financing and to fund the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees, costs and expenses on or prior to the Closing Date. Sequential will keep MSLO reasonably informed of the status of its efforts to arrange the Financing and to satisfy the conditions thereof, including (A) promptly notifying MSLO of (1) any material breach or default by any party to the Financing Commitments or any definitive financing agreement entered into in connection with the Financing, if such breach or default would reasonably be expected to affect the timely availability of, or the amount of, the Financing and (2) the receipt by any of Sequential or any of its Representatives of any written notice or other written communication from any lender committing or providing the Financing or other Person with respect to (x) any actual, threatened or alleged breach, default, termination or repudiation by any party to the Financing Commitments or any definitive financing agreement entered into in connection with the Financing or any provision thereof (including any proposal by any lender or other Person to withdraw or terminate or make any material change in the terms of the Financing Commitment that would reasonably be expected to affect the timely availability of, or the amount of, the Financing) or (y) any material dispute or disagreement between or among any parties to any Financing Commitment or any definitive financing agreement entered into in connection with the Financing, if such dispute or disagreement would reasonably be expected to affect the timely availability of, or amount of, the Financing and (B) upon MSLO’s reasonable request, advising and updating MSLO, in a reasonable level of detail, with respect to status of the Financing. Sequential may replace or amend all or any portion of the Financing Commitments; provided, that such replacement or amendment would not (i) reduce the aggregate cash amount of proceeds of the Financing (including by changing the amount of fees to be paid or original issue discount of the Financing (except as set forth in any “market flex” provisions existing on the date hereof in the related fee letter)), (ii) impose new or additional conditions, or otherwise expand any conditions, to the receipt of the Financing from those set forth in the Financing Commitments on the date hereof, (iii) reasonably be expected to prevent, or materially delay or impair, the availability of the full amount of the Financing or make the funding of the Financing or the satisfaction of the conditions to obtaining the Financing less likely to occur, (iv) adversely affect the ability of Sequential to enforce its rights against any lender or any other Person providing or committing to provide the Financing or (v) adversely impact the ability of Sequential to cause TopCo to timely consummate the MSLO Merger and the other transactions contemplated hereby. For purposes of this Agreement, references to “Financing” shall include the financing contemplated by the Financing Commitments as replaced, amended or modified as permitted hereby, including, if applicable, pursuant to an alternative financing that is in compliance herewith, and references to “Financing Commitments” shall include such documents as replaced, amended or modified as permitted hereby, including, if applicable, pursuant to an alternative financing in compliance herewith. Without limiting the generality of the foregoing and subject to any replacements or amendments or modifications thereto permitted by Section 6.13(b)hereby, including using Sequential shall use its reasonable best efforts to (i) maintain in effect the Commitment LetterFinancing Commitments until the transactions contemplated by this Agreement are consummated, (ii) satisfy on a timely basis (taking into account the expected timing of the Closing) all conditions and covenants applicable to Sequential in the Financing Commitments and any definitive agreements entered into in connection therewith at or prior to Closing and otherwise comply with its obligations thereunder, (iii) negotiate and enter into definitive agreements with respect to the Financing thereto on the terms and conditions consistent with those contemplated by the Financing Commitments and (including iv) consummate the flex provisionsFinancing at or prior to the Closing. If, notwithstanding the use of reasonable best efforts by Sequential to satisfy its obligations under this Section 5.7, any portion of the Financing or the Financing Commitments (or any definitive financing agreement relating thereto) contained expire or are terminated or otherwise become unavailable prior to the Closing, in whole or in part, for whatever reason, Sequential shall (i) promptly notify MSLO of such expiration, termination or unavailability and the reason therefor and (ii) use its reasonable best efforts to promptly arrange and obtain alternative financing from alternative sources, in an amount sufficient to consummate the transactions contemplated by this Agreement and to pay related fees, costs and expenses as promptly as practicable following the occurrence of such event and which do not include any conditions to the consummation of such alternative financing that are more onerous than the conditions set forth in the Commitment LetterFinancing Commitments. True, complete and correct copies of each commitment letter and other agreement relating to the alternative financing will be promptly provided to MSLO. Sequential acknowledges and agrees that the obtaining of the Financing is not a condition to the Closing. For the avoidance of doubt, if the Financing has not been obtained, Sequential will continue to be obligated, subject to the fulfillment or waiver of the conditions set forth in Sections 7.1 and 7.3, to complete the Mergers and consummate the other transactions contemplated hereby. (b) Prior to the Closing, MSLO shall use reasonable best efforts to provide to Sequential, at Sequential’s sole expense, all cooperation reasonably requested by Sequential in connection with the Financing, including by using reasonable best efforts in (i) furnishing Sequential and its lenders any amendments information and financial statements reasonably requested by such Persons as is customarily required in connection with the execution of debt financings similar to the Financing (provided, that MSLO will have no obligation to prepare pro forma financial information or modifications thereto permitted post-closing financial information), (ii) participating, but only together with the executive officers of Sequential and other members of senior management and representatives of Sequential, and at a time and place acceptable to the executive officers of MSLO, 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 Financing and the executive officers of MSLO and other members of senior management and representatives of MSLO), presentations, road shows, due diligence sessions and sessions with rating agencies in connection with the Financing, as reasonably requested by Section 6.13(b)Sequential, (iii) satisfy on a timely basis all conditions applicable to Purchaser or assisting Sequential and its Affiliates contained lenders in the Commitment Letterpreparation of customary bank information memoranda, including the payment of any commitment, engagement or placement fees required as a condition rating agency presentations and lender presentations relating to the Financing and due and payable by Purchaser or its AffiliatesFinancing, (iv) upon cooperating with the satisfaction marketing efforts of Sequential and its lenders for all or waiver any portion of such conditionsthe Financing, consummate (v) providing information with respect to the assets of MSLO and its Subsidiaries that will serve as collateral for the Financing as is reasonably requested by Sequential and, subject to Section 6.2, providing reasonable access to Sequential and its lenders, during normal working hours and upon reasonable advance notice, to allow them to conduct audit examinations and appraisals with respect to such collateral, (vi) seeking to cause its auditors to provide assistance to Sequential consistent with their customary practice (including to provide and consent to the use of their audit reports relating to the consolidated financial statements of MSLO and its Subsidiaries), in each case on or customary terms and consistent with their customary practice in connection with financings similar to the Financing, (vii) so long as such documents and other information are reasonably requested by Sequential in writing at least ten Business Days prior to the Closing Date, providing all documentation and other information required by regulatory authorities with respect to MSLO and its Subsidiaries under applicable “know your customer” and anti-money laundering rules and regulations, including by drawing on any interim or bridge financing facilities contemplated therebythe USA PATRIOT Act of 2001, (v) obtain such third-party consents as may be reasonably required in connection with the Financingamended, and (viviii) comply with its obligations under seeking 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 Financing Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion to be paid off, discharged and terminated at Closing; provided, however, that, irrespective of the Financing reasonably unlikely to occur in the manner or from the sources contemplated in the Commitment Letterabove, Purchaser shall promptly (and in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates than the terms and conditions set forth in the Commitment Letter and that would not have any of the effects prohibited pursuant to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice such requested cooperation shall not unreasonably interfere with the business or the ongoing operations of (1) any breach or default by Purchaser or its Affiliates of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s MSLO and its Affiliates’ efforts to arrange the Financing or Alternative Financing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇, (i) permit any termination, amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions to the FinancingSubsidiaries, (B) modifies any existing conditions nothing in this Section 5.7(b) shall require cooperation to the Financing extent that it would (x) cause any condition to the Closing set forth in a manner that affects the consummation Sections 7.1 and 7.3 to not be satisfied or otherwise cause any breach of all this Agreement or (y) reasonably be expected to conflict with or violate MSLO’s or any portion of the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the Financingits Subsidiaries’ organizational documents or any applicable Law, (C) adversely affects in any material respect the ability of Purchaser to enforce its rights against other parties prior to the Commitment Letter Closing, none of the directors or managers of MSLO or any of its Subsidiaries, acting in such capacity, shall be required to execute, deliver or enter into or perform any agreement, certificate, document or instrument with respect to the definitive agreements in respect thereofFinancing or adopt any resolutions approving the agreements, or documents and instruments pursuant to which the Financing is obtained, and (D) could otherwise reasonably none of MSLO’s or its Subsidiaries’ officers or employees shall be expected required to preventexecute, impede deliver or delay in enter into, or perform any material agreement, document or instrument with respect to the consummation of Financing that is not contingent upon the Closing or that would be effective prior to the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letterEffective Time. (c) Prior to the ClosingNotwithstanding Section 5.7(b) above, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and the Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation of documentation with respect to the pledging of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are made. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller MSLO or any of their respective Affiliates or other Representatives its Subsidiaries shall be required to bear any cost or expense or to pay any commitment or other similar fee, provide any security, execute any document, fee or make any representations, provide any indemnification other payment in connection or incur or assume any other expense liability or Liability in connection obligation with the Financing or prior to the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, Effective Time except in the reasonable opinion case of ▇▇▇▇▇▇ or Sellerexpenses that are reimbursed as provided in Section 8.2(b). Sequential shall, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, promptly upon request by ▇▇▇▇▇▇ or Sellerrequest, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates MSLO for all reasonable and documented out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurredfees) incurred by MSLO or any of its Subsidiaries in connection with the cooperation contemplated by this fulfilling its obligations pursuant to Section 6.13(d) and 5.7(b). Sequential shall indemnify and hold harmless ▇▇▇▇▇▇, Seller MSLO and its Subsidiaries (and their respective Affiliates Representatives) from and against any and all Liabilities liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution arrangement of the Financing and any information utilized in connection therewith (other than historical information relating to MSLO or execute or deliver any certificateits Subsidiaries provided by MSLO in writing specifically for use in the Financing offering documents). MSLO hereby consents to the use of its and its Subsidiaries’ logos in connection with the Financing; provided, document, instrument or agreement that such logos are used solely in a manner that is effective prior not intended to the Closing nor reasonably likely to harm or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04. (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser disparage MSLO or any of its Affiliates be a condition to Subsidiaries or the reputation or goodwill of MSLO or any of Purchaser’s its Subsidiaries and its or Purchaser Parent’s obligations under this Agreementtheir marks.

Financing. (a) Purchaser and Purchaser Parent each shall use its reasonable best efforts to take, take all actions and to do or cause to be taken, all actions and to do, or cause to be done, done all things necessary, proper or advisable to obtain and to consummate the Financing (or any Alternative Financing) proceeds of the Facilities on the terms and conditions described set forth in the Commitment Letter Facilities Agreement. Parent shall not permit any amendment or modification to be made to, or any waiver of any provision under, the Facilities Agreement without the prior written consent of PRE if such amendment, modification or waiver (including i) reduces the flex provisions related thereto)aggregate amount of the Facilities by an amount or (ii) adversely expands, subject amends or modifies any of the conditions precedent to any amendments the Facilities in a manner, in each case that would reasonably be expected to prevent or modifications thereto permitted by Section 6.13(b), including using its materially delay the ability of Parent to consummate the Closing on the Closing Date. (b) Parent shall use reasonable best efforts to (i) maintain in effect satisfy (or, if deemed advisable by Parent, seek the Commitment Letter, (iiwaiver of) negotiate and enter into definitive agreements with respect to the Financing on the terms and conditions (including the flex provisions) contained in the Commitment Letter, subject to any amendments or modifications thereto permitted by Section 6.13(b), (iii) satisfy on a timely basis all conditions applicable to Purchaser or Parent that are within its Affiliates contained control as set forth in the Commitment Letter, including the payment of any commitment, engagement or placement fees required as a condition to the Financing and due and payable by Purchaser or its AffiliatesFacilities Agreement, (ivii) upon the satisfaction or waiver of such conditions, consummate cause the Financing on funding of the Facilities at or prior to the Closing Date, including by drawing on any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection with the FinancingClosing, and (viiii) comply with its obligations under the Commitment Letter. If Purchaser or Purchaser Parent becomes aware give PRE prompt notice (A) of any event material breach by any party to the Facilities Agreement of which Parent has become aware or circumstance (B) if Parent no longer believes in good faith that makes procurement of it will be able to obtain the Facilities on the terms set forth in the Facilities Agreement. (c) If any portion of the Financing reasonably unlikely Facilities necessary to occur in consummate the manner or from Closing becomes unavailable on the sources terms and conditions contemplated in the Commitment LetterFacilities Agreement, Purchaser Parent shall promptly (and in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller PRE and shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources for such portion as promptly as practicable any following such portion from alternative sources event on terms and conditions not materially no less favorable to Parent as to conditionality than those contained in the aggregate to Purchaser Facilities Agreement and its Affiliates than the terms and conditions set forth in the Commitment Letter and that would not have any of the effects prohibited pursuant to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) any breach or default by Purchaser or its Affiliates of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative Financing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser an amount sufficient for Parent shall not, without the prior written consent of ▇▇▇▇▇▇, (i) permit any termination, amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions to the Financing, (B) modifies any existing conditions to the Financing in a manner that affects the consummation of all or any portion of the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the Financing, (C) adversely affects in any material respect the ability of Purchaser to enforce its rights against other parties to the Commitment Letter or the definitive agreements in respect thereof, or (D) could otherwise reasonably be expected to prevent, impede or delay in any material respect the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letter. (c) Prior to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and the Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation of documentation with respect to the pledging of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are made. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability in connection with the Financing or the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) If Parent proceeds with such alternative financing, it shall be subject to the Confidentiality same obligations with respect to such alternative financing as those set forth in the foregoing clauses ‎(a) and ‎(b) with respect to the Facilities. For the avoidance of doubt, all references herein to the Facilities shall be deemed to include such alternative financing, and all references to the Facilities Agreement and Section 6.04shall be deemed to include the definitive agreement governing such alternative financing. (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.

Financing. (a) Purchaser Buyer shall not agree to any amendment, replacement, supplement or other modification of, or waive any of its rights under, any Commitment Letter or any definitive agreements related to any Financing, in each case, without the prior written consent of the Seller; provided that the Buyer may amend, replace, supplement or otherwise modify or waive its rights under any Commitment Letter or definitive agreement related to any Financing (including any replacement thereof in whole or in part with a high yield and/or high yield bridge financing) without the prior written consent of Seller so long as any such amendment, replacement, supplement, modification or waiver (i) does not reduce the aggregate amount of the Financing below an amount sufficient to consummate the transactions contemplated hereby and Purchaser Parent each pay related fees and expenses, (ii) does not impose new or additional conditions to the Financing that would be reasonably expected to delay or prevent the funding of the Financing, and (iii) does not adversely impact the ability of Buyer to timely consummate the transactions contemplated by 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, proper or advisable to obtain and (in each case, taking into account the expected timing of the Marketing Period) to consummate and obtain the Financing (or any Alternative Financing) on the terms and conditions described in the Commitment Letter Letters (including as such terms may be modified or adjusted in accordance with the flex terms hereof or of, and within the limits of, the “flex” provisions contained in any related thereto), subject to any amendments or modifications thereto permitted by Section 6.13(bfee letter), including (i) using its reasonable best efforts to (iw) maintain in effect the Commitment LetterLetters in accordance with the terms and subject to the conditions thereof, (iix) negotiate and enter into definitive agreements with respect to the Financing thereto on the terms and conditions (including the flex provisions) contained in the Commitment Letter, subject to any amendments or modifications thereto permitted by Section 6.13(b)therein, (iiiy) satisfy (or if deemed advisable by Buyer, seek waiver of) on a timely basis (taking into account the expected timing of the Marketing Period) all conditions applicable to Purchaser or Buyer that are within its Affiliates contained control set forth in the Commitment Letter, including the payment of any commitment, engagement or placement fees required as a condition to the Financing such definitive agreements and due and payable by Purchaser or its Affiliates, (ivz) upon the satisfaction or waiver of such conditions, consummate the Financing on or prior to the Closing Date, including by drawing on any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection with the Financing, ; and (viii) comply with use commercially reasonable efforts to enforce its obligations rights under the Commitment LetterLetters (provided that all conditions to Buyer’s obligations under this Agreement (except those to be satisfied at the Closing) have been satisfied or waived and the Marketing Period has ended). If Purchaser Buyer shall furnish correct and complete copies of all such definitive agreements to Seller promptly upon their execution. At Seller’s request, Buyer shall inform Seller in reasonable detail of the status of its efforts to obtain and consummate the Financing (including by providing substantially final draft agreements to the extent reasonably requested). Upon any such amendment, replacement, supplement, modification or Purchaser Parent becomes aware waiver of any event or circumstance that makes procurement of any portion of Commitment Letter in accordance with this Section 5.18(a), (A) the Financing reasonably unlikely term “Commitment Letter” shall, with respect to occur in the manner or from the sources contemplated in debt financing, mean the Commitment Letter, Purchaser shall promptly (and as so amended, replaced, supplemented, modified or waived in any event within two (2accordance with this Section 5.18(a) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates than the terms and conditions set forth in the Commitment Letter and that would not have any of the effects prohibited pursuant to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) any breach or default by Purchaser or its Affiliates of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon requestBuyer shall promptly deliver correct and complete copies of such amendments, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts replacements, supplements, modifications or waivers to arrange the Financing or Alternative FinancingSellers. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇, (i) permit any termination, amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions to the Financing, (B) modifies any existing conditions to the Financing in a manner that affects the consummation of all or any portion of the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the Financing, (C) adversely affects in any material respect the ability of Purchaser to enforce its rights against other parties to the Commitment Letter or the definitive agreements in respect thereof, or (D) could otherwise reasonably be expected to prevent, impede or delay in any material respect the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letter. (c) Prior to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and the Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation of documentation with respect to the pledging of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are made. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability in connection with the Financing or the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04. (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.

Financing. (a) The Debt Purchaser and Purchaser Parent each 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 necessary to obtain and to consummate the proceeds of the Financing (or any Alternative Financing) on the terms and conditions described in the Commitment Letter (including the flex provisions related thereto), subject to any amendments or modifications thereto permitted by Section 6.13(b)Financing Commitments, including using its reasonable best efforts to (iA) maintain in effect the Commitment LetterFinancing Commitments, (ii) negotiate and enter into definitive agreements with respect to the Financing on the terms and conditions (including the flex provisions) contained in the Commitment Letter, subject to any amendments or modifications thereto permitted by Section 6.13(b), (iiiB) 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 its Affiliates contained in the Commitment Letter, including the payment of any commitment, engagement or placement fees required as a condition prior to the Financing and due and payable by Purchaser or its AffiliatesClosing), (ivC) upon to the satisfaction extent not previously entered into, enter into definitive agreements with respect thereto on terms and conditions described in or waiver of such conditions, contemplated by the Financing Commitments and (D) consummate the Financing on at or prior to the Closing Date, (including by drawing on any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection with the Financing, and (vi) comply with seeking to enforce its obligations rights under the Commitment LetterRoll-Over Commitments against the lenders and other persons providing the Roll-Over Commitments). If Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion of the Financing reasonably unlikely to occur in the manner or from the sources contemplated in the Commitment Letter, The Debt Purchaser shall promptly (and in not agree to or permit any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates than the terms and conditions set forth in the Commitment Letter and that would not have amendment, replacement, supplement or other modification of, or waive any of the effects prohibited pursuant to amendment by Section 6.13(b) (such financingits rights under, the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) any breach Financing Commitment or default by Purchaser or its Affiliates of the Commitment Letter, Alternative Financing or any definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative Financing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇, (i) permit any termination, amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions to the Financing, in each case, without the Company’s prior written consent (Bwhich consent shall not be unreasonably withheld or delayed), provided that any such amendment, replacement, supplement or other modification to the Roll-Over Commitments (i) modifies does not involve any existing conditions to funding the Financing in a manner Roll-Over that affects are not contained in, and satisfied on the consummation date of all entry into, such amendment, replacement, supplement or any portion of the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the Financing, (C) adversely affects in any material respect the ability of Purchaser to enforce its rights against other parties modification to the Commitment Letter or same extent as, the definitive agreements in respect thereof, or Roll-Over Commitments and (Dii) could otherwise reasonably be expected to does not prevent, materially impede or materially delay in any material respect the consummation of the Closing Roll-Over or the Transactionstransactions 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 (ii) undertake any mergersimilar entities who had not executed the Roll-Over Commitments as of the date of this Agreement so long as such addition does not prevent, acquisition, joint venture, disposition, lease, Contract materially impede or debt or equity financing that could reasonably be expected to materially impair, delay or prevent the consummation of the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letter. (c) Prior to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing Roll-Over or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and the Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation of documentation with respect to the pledging of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are made. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability in connection with the Financing or the cooperation transactions contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing Agreement or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇TDC Agreement. Upon any such amendment, Seller replacement, supplement or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution modification of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to Commitments in accordance with this Section 6.13(d) 5.10, the term “Financing Commitments” shall be subject to mean the Confidentiality Agreement and Section 6.04Financing Commitments as so amended, replaced, supplemented or modified. (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.

Financing. (a) 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, without the prior written consent of Seller, 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) to an amount that is below an amount that, assuming the accuracy of the representations and warranties contained in Article III and Article IV, is sufficient to complete the transactions contemplated by this Agreement and pay all fees and amounts in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (B) imposes new or additional conditions or otherwise adversely expands, amends or modifies any of the conditions to the receipt of the Debt Financing, or (C) otherwise expand, amend or modify any provision of the Debt Financing Commitment, in the case of this clause (C), in a manner that would reasonably be expected to (I) materially delay or prevent the Closing, (II) adversely impact in any material respect the ability of Purchaser Parent each to enforce its rights under the Debt Financing Commitment or the definitive agreements with respect thereto or (III) materially delay or impair the availability of the Debt Financing at the Closing or materially impede the satisfaction of the conditions to obtaining the Debt Financing at the Closing (clauses (A), (B) and (C), collectively, the “Restricted Financing Commitment Amendments”) (provided that, subject to the limitations set forth in this Section 6.12, Purchaser may amend the Debt Financing Commitment (1) 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 (2) in connection with a Permanent Financing or an alternative financing as contemplated by clause (b) of this Section 6.12) or (ii) results in the early termination of the Debt Financing Commitment, other than any termination of the Debt Financing Commitment in accordance with its terms upon consummation of Permanent Financing in accordance with clause (b) of this Section 6.12. (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, proper or advisable to arrange and obtain the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing Commitment, including using its reasonable best efforts to (i) maintain in effect the Debt Financing Commitment (including by complying with so-called “flex” provisions) until the funding of the Debt Financing at or prior to the Closing, (ii) satisfy on a timely basis (or obtain a waiver of) all conditions to obtaining the Debt Financing at the Closing as set forth in the Debt Financing Commitment (other than those that are solely within the control of Seller and its Subsidiaries) and comply with all of its material obligations thereunder, (iii) negotiate, execute and deliver definitive agreements (which with respect to any bridge facility documentation shall not be required until reasonably necessary in connection with the funding of the Debt Financing) with respect to such Debt Financing on the terms and conditions (including the “flex” provisions) contemplated by the Debt Financing Commitment (and provide executed copies of such definitive agreements to Seller) or on other terms in the aggregate materially no less favorable to Purchaser or the interests of Seller, as to conditionality, than the terms and conditions in the Debt Financing Commitment (provided that in no event shall any such definitive agreement contain terms (other than those included in the Debt Financing Commitment) that would constitute Restricted Financing Commitment Amendments), (iv) fully pay any and all commitment fees or other fees required by the Debt Financing Commitment, and (v) upon satisfaction of the conditions set forth in the Debt Financing Commitment, consummate the Debt Financing at or prior to the Closing and enforce its rights under the Debt Financing Commitment; provided, however, if Purchaser has raised alternative financing contemplated by the Debt Financing Commitment (an “Permanent Financing”) funds sufficient to consummate the Closing, Purchaser shall have no obligation to arrange any such Debt Financing on the terms and conditions described in such Debt Financing Commitment or otherwise so long as (A) Purchaser shall promptly notify Seller of any such Permanent Financing together with a written certificate to Seller that the terms of Section 6.12 shall apply mutatis mutandis to such Permanent Financing as if it were the Debt Financing and (B) the terms and conditions of such Permanent Financing (x) that are applicable prior to or relate to the conditions to the Closing are not materially less favorable to Seller than the original Debt Financing and (y) would not delay or prevent the Closing as compared to the Debt Financing. In the 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 obtain and to consummate the Financing (or any Alternative Financing) alternative financing from alternative sources for such portion on the terms and conditions described in the Commitment Letter (including the flex provisions related thereto), subject to any amendments or modifications thereto permitted by Section 6.13(b), including using its reasonable best efforts to (i) maintain in effect the Commitment Letter, (ii) negotiate and enter into definitive agreements with respect to the Financing on the terms and conditions (including x) not materially less favorable to Purchaser than the flex provisionsDebt Financing Commitment, (y) contained with conditions to the funding of the alternative financing not materially less favorable to the interests of Seller than those included in the Commitment LetterDebt Financing Commitment, subject and (z) in an amount sufficient to any amendments or modifications thereto permitted by Section 6.13(b), (iii) satisfy on a timely basis all conditions applicable to Purchaser or its Affiliates contained in consummate the Commitment Lettertransactions contemplated hereby, including the payment of any commitmentthe Estimated Cash Purchase Price, engagement or placement the amount to be paid pursuant to Section 2.04 and all related fees required as a condition to and expenses promptly following the Financing and due and payable by Purchaser or its Affiliates, (iv) upon the satisfaction or waiver occurrence of such conditionsevent, consummate the Financing on or and in any event prior to or on the Closing Date, including by drawing on and, if obtained, Purchaser shall promptly deliver to Seller true and complete copies of a new financing commitment pursuant to which any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection alternative source shall have committed to provide Purchaser with the Financing, and (vi) comply with its obligations under the Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement of 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 reasonably unlikely or alternative financing, including advising and updating Seller, in a reasonable level of detail, with respect to occur in status and proposed closing date of the manner Debt Financing or from alternative financing. Without limiting the sources contemplated in generality of the Commitment Letterforegoing, Purchaser shall promptly (and notify Seller in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates than the terms and conditions set forth in the Commitment Letter and that would not have any of the effects prohibited pursuant to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice writing of (1) any breach or default by any party to the Debt Financing Commitment of which Purchaser has become aware, which breach or its Affiliates default if not cured could reasonably be expected to result in the unavailability of the Commitment Letter, Alternative Debt Financing or definitive financing agreements related theretoany termination of any of the Debt Financing Commitment, (2) any known breach or default of the receipt by any party (other than Purchaser or any of its AffiliatesAffiliates or their respective employees, agents or representatives of any notice or other communication from any Person with respect to any (I) of the Commitment Letteractual or potential breach, Alternative Financing or definitive financing agreements related theretodefault, (3) any purported termination or repudiation by any party of the to any Debt Financing Commitment Letter, Alternative Financing or any definitive financing agreements agreement related thereto or (4II) the receipt of notice of any material dispute or disagreement between or among any parties to any Debt Financing Commitment or any definitive agreement related thereto, in each case which could reasonably be expected to result in the unavailability of the Debt Financing or any termination of any of the Debt Financing Commitment, and (3) if for any reason Purchaser believes in good faith that (I) there is (or there is reasonably likely to be) a material dispute or disagreement between or among any parties to the Debt Financing Commitment Letter, Alternative or any definitive agreement related thereto which could reasonably be expected to result in the unavailability of the Debt Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed any termination of any of the status of Purchaser’s and its Affiliates’ efforts Debt Financing Commitment or (II) there is a material possibility that it will not be able to arrange the Financing or Alternative Financing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇, (i) permit any termination, amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions to the Financing, (B) modifies any existing conditions to the Financing in a manner that affects the consummation of obtain all or any portion of the financing contemplated in the Debt Financing to below a level that would impair Purchaser’s ability to consummate Commitment on the Transactionsterms, (B) reduces in the committed amount of manner or from the Financing, (C) adversely affects in any material respect sources contemplated by the ability of Purchaser to enforce its rights against other parties to the Debt Financing Commitment Letter or the definitive agreements related thereto. References in respect thereof, or (D) could otherwise reasonably be expected this Agreement to prevent, impede or delay in any material respect “Debt Financing” shall include the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Debt Financing Commitment Letter as permitted by this Section 6.12 to be amended, modified or any Alternative replaced (including, replacement with alternative financing and alternative financing commitments pursuant to this Section 6.12) and references to “Debt Financing contemplated Commitment” shall include such documents as permitted by any new this Section 6.12 to be amended, modified or replaced (including replacement with alternative debt commitment letterfinancing commitments pursuant to this Section 6.12), in each case from and after such amendment, modification or replacement. (c) Prior Unless otherwise provided below, prior to the Closing, Seller and ▇▇▇▇▇▇ shallits Subsidiaries shall provide to Purchaser, at Purchaser’s cost and expenseshall use their reasonable best efforts to cause their respective directors, officers, employees, consultants, agents, financial advisors, attorneys, accountants and other representatives (collectively, “Representatives”) to, in each case, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such Purchaser, all cooperation as that is reasonably requested by Purchaser in connection with the Debt Financing or any debt or equity securities being issued in conjunction with or in lieu of all or a portion of the Debt Financing (provided that such requested cooperation does not unreasonably interfere with collectively, the ongoing operations of Seller“Transaction Financing”), ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the followingincluding using reasonable best efforts in connection with: (i) assisting in preparation for as promptly as reasonably practical, furnishing Purchaser with (A) the Required Information and participation in customary marketing efforts related (B) such other pertinent information (including financial information and other information to the Financing extent necessary in the preparation of an information package regarding the Business, in each case, to the extent reasonably available to Seller and its Subsidiaries without undue burden and expense to Seller and its Subsidiaries, regarding the Transferred Entities and the Business as may be reasonably requested by Purchaser in writing, and in any case, solely to the extent necessary to permit Purchaser to prepare a preliminary offering memorandum for use in a customary “high-yield road show”, bank information memoranda, registration statement or prospectus for a debt or equity offering under the Alternative Securities Act, and similar document, to consummate the Transaction Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources in with the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, materials for a “high-yield road show” or other debt or equity road show, registration statement or prospectuses for a debt or equity offering, and similar documents required in connection with the Transaction Financing, (iii) furnishing before the Closing and, to the extent reasonably necessary to allow Purchaser or any of its Affiliates to consummate a bond offering contemplated by the Transaction Financing, using reasonable best efforts to obtain (A) customary comfort letters from, and participation in customary due diligence sessions with, its independent accountants in connection with the use of the Business’ and the Transferred Entities’ and financial statements and the Required Information in offering documents for a bond or equity offering contemplated by the Transaction Financing, at the expense of and as reasonably requested by Purchaser on behalf of the Financing Sources and (B) instruments relating to guarantees and other matters ancillary to the Required Information; Transaction Financing as may be reasonably requested by Purchaser as necessary and customary in connection with the Transaction Financing, (iv) facilitating Purchaser’s using reasonable best efforts to assist Purchaser in connection with its preparation of pro forma financial information to the extent required for the Transaction Financing and to be included in any offering documents, (v) executing and delivering as of the Closing, on behalf of the Transferred Entities and the Business, 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; provided that any obligations contained in all such agreements and documents shall be subject to the occurrence of the Closing and effective no earlier than the Closing, (vi) cooperating reasonably with the Financing Sources’ due diligence, to the extent customary and reasonable and participating in due diligence sessions, (vii) obtaining customary payoff letters, Lien terminations and instruments of discharge necessary to be delivered at the Closing to allow for the payoff, discharge or termination in full on the Closing Date of any debt necessary to evidence the release of liens or guarantees, (viii) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Purchaser that are necessary or customary to permit the consummation of the Transaction Financing and (ix) providing all documentation and other information about the Business and the Transferred Entities, to the extent required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act, in each case, to the extent reasonably requested at least ten (10) Business Days prior to the anticipated Closing Date; provided, however, that Seller, its Subsidiaries and their respective Representatives shall not be required to authorize, execute, deliver or perform under any agreement with respect to the pledging Transaction Financing that (A) unreasonably interferes with the ongoing business of collateralSeller or its Subsidiaries; (B) causes any covenant, if applicable. In addition, Seller will use its reasonable best efforts representation or warranty in this Agreement to provide to Purchaser and the Financing Sources the Required Information be breached in a manner thatthat would cause any closing condition to Purchaser’s obligations to fail to be satisfied or otherwise causes the breach of this Agreement (other than those conditions that by their terms are to be satisfied at the Closing); (C) requires Seller or its Subsidiaries to incur any liability (including, taken as a wholewithout limitation, does not contain any untrue statement of a material fact regarding commitment fees and expense reimbursement) in connection with the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading Transaction Financing, other than solely in the light case of the circumstances under which such statements are made. Transferred Entities, any liability that is contingent upon the occurrence of the Closing or that would be effective only on and after the Closing; (dD) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, requires Seller or its Subsidiaries or their respective directors, officers, managers or employees to execute, deliver or enter into, or perform any agreement, document, certificate or instrument with respect to the Transaction Financing or adopt resolutions approving the agreements, documents, instruments and other actions pursuant to which the Transaction Financing is obtained; (E) requires Seller or its Subsidiaries to give any legal opinion or other opinion of counsel; or (F) requires Seller or its Subsidiaries to take any action that is prohibited or restricted by, or will conflict with or violate, its organizational documents. Neither Seller nor any of their respective Affiliates or other Representatives its Subsidiaries shall be required to pay any commitment or other similar fee, provide any security, execute any document, fees or make any representations, provide any indemnification other out-of-pocket payment or incur any other expense liability or Liability obligation or provide or agree to provide any indemnity in connection with the Transaction Financing or any of the cooperation contemplated foregoing in connection with the Transaction Financing in connection with assisting Purchaser in arranging the Transaction Financing or as a result of any information provided by this Section 6.13(d)Seller, (ii) none of ▇▇▇▇▇▇, Seller its Subsidiaries or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇Transaction Financing (other than the Financial Statement Preparation Expenses). Seller, Seller and their respective Affiliates from and against any and all Liabilities incurred by any on behalf of them the Business, hereby consents to the use of the Business’ logos in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04. (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.D

Financing. (a) Subject to the terms and conditions of this Agreement, Purchaser will, and Purchaser Parent each shall will cause MIFSA 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 obtain and to consummate the Financing (or any Alternative Financing) on the terms and conditions described in the Debt Commitment Letter and the Debt Fee Letter (including the flex any “flex” provisions related thereto)) on or prior to the Closing Date, subject and will cause MIFSA to not, without the Company’s prior written consent, agree to any amendments amendment or modifications thereto permitted by Section 6.13(b)modification to, including using or any waiver of any provision or remedy under, the Debt Commitment Letter or the Debt Fee Letter if such amendment, modification or waiver (i) reduces the aggregate amount of the Financing to an amount that, together with the Purchaser’s and its Affiliates’ cash on hand or available committed credit facilities, would be less than an amount that would be required to fund the cash payments required to consummate the transactions contemplated hereby, (ii) adds new (or expands or adversely changes any existing) conditions to obtaining the Financing unless such amendment, modification or waiver results in conditions that are in the aggregate substantially equivalent to the conditions in the Debt Commitment Letter and the Debt Fee Letter immediately prior to such amendment, modification or waiver (or that are more favorable to the Purchaser and its Affiliates) or (iii) would reasonably be expected to (A) materially delay or prevent the Closing, (B) make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) materially less likely to occur or (C) materially adversely impact the ability of MIFSA or its Affiliates to enforce its rights against the other parties to the Debt Commitment Letter or the definitive agreements with respect thereto; provided, however, that Purchaser may cause MIFSA to amend or replace the Debt Commitment Letter or the Debt Fee Letter to (i) add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement or (ii) implement or exercise any “flex” provisions provided in the Debt Fee Letter as in effect on the date of this Agreement. Purchaser will cause MIFSA to use its reasonable best efforts to (iI) maintain in effect the Debt Commitment Letter, (iiII) satisfy (or, if deemed advisable by MIFSA, obtain the waiver of, and cause each of its Affiliates to satisfy) on a timely basis all conditions to the Financing that are within Purchaser and its Affiliates’ control, (III) negotiate and enter into definitive agreements with respect to the Financing on the terms and conditions (including the flex provisions) contained in the Debt Commitment Letter, subject to any amendments Letter or modifications thereto permitted by Section 6.13(b), (iii) satisfy on a timely basis consistent in all conditions applicable to Purchaser or its Affiliates contained in the Commitment Letter, including the payment of any commitment, engagement or placement fees required as a condition to the Financing and due and payable by Purchaser or its Affiliates, (iv) upon the satisfaction or waiver of such conditions, consummate the Financing on or prior to the Closing Date, including by drawing on any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection material respects with the Financing, Debt Commitment Letter and the Debt Fee Letter (including any “flex” provisions contained therein) and (viIV) comply with its obligations under the Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion draw a sufficient amount of the Financing reasonably unlikely to occur enable Purchaser to consummate the transactions contemplated hereby, in the manner or from event that the sources contemplated in the Commitment Letter, Purchaser shall promptly (and in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates than the terms and conditions set forth in Sections 7.01 and 7.02 and the Commitment Letter and that would not have any conditions to the availability of the effects prohibited pursuant Financing have been satisfied or waived (other than those conditions that by their nature are to amendment by Section 6.13(b) (such financing, be satisfied on the “Alternative Financing”Closing Date). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) any breach or default by cause the net proceeds from the Financing to be available to Purchaser or its Affiliates on the Closing Date. Upon the request of the Commitment LetterCompany or Seller, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of will keep Seller and the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller Company reasonably informed on a reasonably current basis of the status of Purchaser’s and its Affiliates’ efforts to arrange obtain the Financing Financing, including providing Seller with prompt notice of (x) any repudiation, termination or Alternative breach of the Debt Commitment Letter by any party thereto, of which Purchaser becomes aware and (y) the occurrence of any other event or development that would reasonably be expected to materially adversely impact the ability of Purchaser to obtain all or any portion of the Financing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇, (i) permit any termination, amendment or modification The Company agrees to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions and to the Financing, (B) modifies any existing conditions to the Financing in a manner that affects the consummation of all or any portion of the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the Financing, (C) adversely affects in any material respect the ability of Purchaser to enforce cause its rights against other parties to the Commitment Letter or the definitive agreements in respect thereof, or (D) could otherwise reasonably be expected to prevent, impede or delay in any material respect the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letter. (c) Prior to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expenseSubsidiaries to, use reasonable best efforts to, prior to the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, provide such assistance (and to use reasonable best efforts to cause its and its Subsidiaries’ Representatives toto provide such assistance) with the Financing as is customary with Financings of the type contemplated by the Debt Commitment Letter (including the senior notes offering contemplated thereby) and reasonably requested by Purchaser, provide including: (a) participation in, and assistance with, the marketing efforts related to the Financing, including assisting Purchaser with Purchaser’s preparation of customary confidential information memoranda, private placement memoranda, prospectuses, offering memoranda and other customary marketing materials and information reasonably deemed necessary by the Financing Sources to complete a successful syndication for delivery to potential syndicate members and participants; (b) participation by senior management, representatives and advisors of the Company in, and assistance with, the preparation of rating agency presentations and meetings with rating agencies, roadshows, due diligence sessions, drafting sessions and meetings with prospective lenders and debt investors (including, for the avoidance of doubt, direct contact with such rating agencies and prospective lenders and debt investors), in each case, at such times as coordinated reasonably in advance thereof; (c) delivery to Purchaser and its Financing Sources as promptly as reasonably practicable of (i) the documentation and other information requested by the Financing Sources with respect to (x) applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (y) the U.S. Treasury Department’s Office of Foreign Assets Control and the FCPA (and, in any event, at least three (3) Business Days prior to the Closing Date, to the extent requested at least nine (9) days prior to the Closing Date), (ii) the Financing Information relating to the Company and (iii) such cooperation as is other financial information relating to the Company customary or reasonably necessary for the completion of the Financing to the extent reasonably requested by Purchaser in connection with the preparation of customary offering or information documents to be used for the Financing (provided that which financing information, for the avoidance of doubt, may be included in any such requested cooperation does not unreasonably interfere offering or information documents used for or distributed in connection with the ongoing operations Financing); (d) direct its independent auditors to cooperate with the Financing consistent with their customary practice, including by providing customary “comfort letters” (including customary “negative assurances”) and customary assistance with the due diligence activities of SellerPurchaser and its Affiliates and the Financing Sources, and customary consents to the inclusion of audit reports in any relevant marketing materials, registration statements and related government filings, in each case, in connection with any proposed issuance and sale of securities; (e) assisting Purchaser with preparing pro forma financial information regarding the Company and its Subsidiaries as part of Purchaser’s preparation of pro forma financial information and pro forma financial statements for Purchaser and its Subsidiaries on a consolidated basis and other materials for rating agency presentations, bank information memoranda, offering or private placement memoranda, financial projections for the Company as part of the consolidated business of Parent and its Subsidiaries, and not on a stand-alone basis, and similar documents used in connection with the Financing and assisting Purchaser in preparing customary estimates and other forward looking financial information regarding the future performance of the Company as a part of the consolidated business of Parent and its Subsidiaries, and not on a stand-alone basis, to the extent reasonably requested by the Financing Sources, and providing customary management representation letters to its accountants in relation to its accountants’ providing “comfort letters” in connection with any securities offering made as part of the Financing (“Representation Letters”); (f) executing and delivering definitive financing documents (but excluding, for the avoidance of doubt, authorization letters), including certificates (but not solvency certificates), Representation Letters, and other documents, to the extent reasonably requested by Purchaser; and (g) assisting Purchaser and its Affiliates in causing the conditions precedent in the Debt Commitment Letter to the Financing to be satisfied. If at any ▇▇▇▇ ▇▇▇▇▇▇ believes in good faith that it has delivered to Purchaser all Financing Information and their respective Affiliatessuch Financing Information is Compliant, it may deliver a written notice to Purchaser to such effect, in which case the Financing Information shall be deemed to have been delivered and to be Compliant as of the date of delivery of such notice, unless Purchaser in good faith reasonably believes either any Financing Information has not been received or is not Compliant and, within five (5) consecutive Business Days after the date of Purchaser’s receipt of the aforementioned notice, delivers a written notice to Seller to that effect and stating with specificity what Financing Information it believes it has not received or is not Compliant; provided, however, that (x) for the avoidance of doubt, notwithstanding such five (5) consecutive Business Day period, if Purchaser does not deliver any such written notice during such period, the Financing Information shall be deemed to have been delivered, and to be Compliant, as of the date of delivery of Seller’s notice described above, and such five (5) Business Day period shall not be deemed in any way to extend the 15 consecutive Business Day period specified in Section 2.01(ii)(A), and (y) irrespective of the delivery of such a notice by Seller, the Company shall continue to comply with its obligations under this Section 6.12(b) in all respects. (c) The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Financing, provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or its Subsidiaries. Such assistance shall include Notwithstanding any other provision set forth herein or in any other agreement between the following: Company and Purchaser (or its affiliates), the Company agrees that the Purchaser and its affiliates may share customary projections with respect to the Company as part of the consolidated business of Parent and its Subsidiaries, and not on a stand-alone basis, that the Company assisted the Purchaser in preparing in accordance with Section 6.12(b) with the Financing Sources identified in the Debt Commitment Letter, and that Purchaser, its affiliates and such Financing Sources may share such information with potential Financing Sources in connection with any marketing efforts in connection with the Financing, provided that the recipients of such information agree to customary confidentiality agreements. Notwithstanding the requirements of Section 6.12(b), (i) assisting in preparation for and participation in customary marketing efforts related neither the Company nor any of its Affiliates or their respective Representatives shall be required to enter into any letter, certificate, document, agreement or instrument that will be effective prior to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agenciesClosing (other than Representation Letters), (ii) assisting Purchaser and nothing herein shall require cooperation contemplated thereby to the Financing Sources in extent it would interfere unreasonably with the preparation business or operations of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing Company or the Alternative Financing, as applicable, and (B) materials for rating agency presentationsany of its Subsidiaries, (iii) furnishing Purchaser and nothing herein shall require the Financing Sources Company (A) to cause its legal counsel to deliver any legal opinions or (B) to deliver any authorization letters or any certificate as to solvency by Seller or the Required Information; Company or its Subsidiaries, and (iv) facilitating Purchaser’s preparation of documentation nothing herein shall require the Company to provide or deliver (1) subject to Section 6.15, any audited or unaudited financial statements not (x) delivered or provided to Purchaser prior to the date hereof or (y) otherwise constituting Financing Information, or (2) any financial information with respect to a month or fiscal period that has not yet ended or that has ended less than 45 days prior to the pledging date of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are maderequest. (d) Notwithstanding Whether or not the foregoingClosing occurs, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability in connection with the Financing or the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall will promptly, upon request by ▇▇▇▇▇▇ or Sellerthe Company, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates the Company for all reasonable and documented out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees fees) incurred by the Company or any of its Subsidiaries (other than with respect to any costs associated with preparing its regular quarterly and other fees and expenses as incurredannual financial statements) in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 6.13(d) and shall 6.12(b). Purchaser will indemnify and hold harmless ▇▇▇▇▇▇the Company, Seller its Affiliates and their respective Affiliates Representatives from and against any and all Liabilities losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of the Financing or the cooperation contemplated by (including any action taken in accordance with this Section 6.13(d6.12) and (iv) none of ▇▇▇▇▇▇any assistance or activities in connection therewith, Seller or their respective Affiliates, or any Persons who are directors of in each case other than to the extent any of the foregoingforegoing arises from the bad faith, shall be required to pass resolutions gross negligence or consents to approve willful misconduct of, or authorize the execution breach of the Financing or execute or deliver this Agreement by any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04such Person. (e) In Notwithstanding anything herein to the contrary, in no event shall any failure to obtain any Financing nor any failure to fund any Financing relieve Purchaser of any obligation under or in respect of this Agreement, including the receipt obligation to timely consummate the transactions contemplated by this Agreement as required hereby, and neither the obtaining nor the availability or funding of any Financing shall constitute a condition to Purchaser’s obligation to timely consummate the transactions contemplated by this Agreement as required hereby. Purchaser reaffirms its obligation to consummate the transactions contemplated by this Agreement irrespective and independently of the availability of the Financing, Alternative Financing subject to satisfaction or any other funds or financing by Purchaser or any waiver of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreementthe conditions set forth in Article VII.

Financing. (a) 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 and/or the Escrow Indenture Documents, without the prior written consent of Seller, 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) to an amount that is below an amount that, assuming the accuracy of the representations and warranties contained in Article III and Article IV, is sufficient to complete the transactions contemplated by this Amended Agreement and pay all fees and amounts in connection with this Amended Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby, (B) imposes new or additional conditions or otherwise adversely expands, amends or modifies any of the conditions to the receipt of the Debt Financing, or (C) otherwise expand, amend or modify any provision of the Debt Financing Commitment and/or the Escrow Indenture Documents, in the case of this clause (C), in a manner that would reasonably be expected to (I) materially delay or prevent the Closing, (II) adversely impact in any material respect the ability of Purchaser Parent each to enforce its rights under the Debt Financing Commitment or the definitive agreements with respect thereto and/or the Escrow Indenture Documents or (III) materially delay or impair the availability of the Debt Financing at the Closing or materially impede the satisfaction of the conditions to obtaining the Debt Financing at the Closing (including release of the proceeds of the Escrow Notes from escrow) (clauses (A), (B) and (C), collectively, the “Restricted Financing Commitment Amendments”) (provided that, subject to the limitations set forth in this Section 6.12, Purchaser may amend the Debt Financing Commitment (1) 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 (2) in connection with an alternative financing as contemplated by clause (b) of this Section 6.12) or (ii) results in the early termination of the Debt Financing Commitment. (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, proper or advisable to arrange and obtain the proceeds of the Debt Financing on the terms and conditions described in the Debt Financing Commitment and the Escrow Indenture Documents, including using its reasonable best efforts to (i) maintain in effect the Debt Financing Commitment (including by complying with so-called “flex” provisions) until the funding of the Debt Financing at or prior to the Closing, (ii) satisfy on a timely basis (or obtain a waiver of) all conditions to obtaining the Debt Financing at the Closing as set forth in the Debt Financing Commitment and the Escrow Indenture Documents (other than those that are solely within the control of Seller and its Subsidiaries) and comply with all of its material obligations thereunder, (iii) negotiate, execute and deliver definitive agreements (which with respect to any bridge facility documentation shall not be required until reasonably necessary in connection with the funding of the Debt Financing) with respect to such Debt Financing on the terms and conditions (including the “flex” provisions) contemplated by the Debt Financing Commitment and the Escrow Indenture Documents (and provide executed copies of such definitive agreements to Seller) or on other terms in the aggregate materially no less favorable to Purchaser or the interests of Seller, as to conditionality, than the terms and conditions in the Debt Financing Commitment and the Escrow Indenture Documents, as applicable (provided that in no event shall any such definitive agreement contain terms (other than those included in the Debt Financing Commitment and the Escrow Indenture Documents) that would constitute Restricted Financing Commitment Amendments), (iv) fully pay any and all commitment fees or other fees required by the Debt Financing Commitment, and (v) upon satisfaction of the conditions set forth in the Debt Financing Commitment and the Escrow Indenture Documents, consummate the Debt Financing at or prior to the Closing and enforce its rights under the Debt Financing Commitment and the Escrow Indenture Documents. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions (including any “flex” provisions) contemplated in the Debt Financing Commitment and the Escrow Indenture Documents, 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 obtain and to consummate the Financing (or any Alternative Financing) alternative financing from alternative sources for such portion on the terms and conditions described in the Commitment Letter (including the flex provisions related thereto), subject to any amendments or modifications thereto permitted by Section 6.13(b), including using its reasonable best efforts to (i) maintain in effect the Commitment Letter, (ii) negotiate and enter into definitive agreements with respect to the Financing on the terms and conditions (including x) not materially less favorable to Purchaser than the flex provisionsDebt Financing Commitment and the Escrow Indenture Documents, (y) contained with conditions to the funding of the Debt Financing not materially less favorable to the interests of Seller than those included in the Debt Financing Commitment Letterand the Escrow Indenture Documents, subject and (z) in an amount sufficient to any amendments or modifications thereto permitted by Section 6.13(b), (iii) satisfy on a timely basis all conditions applicable to Purchaser or its Affiliates contained in consummate the Commitment Lettertransactions contemplated hereby, including the payment of any commitmentthe Estimated Purchase Price, engagement or placement the amount to be paid pursuant to Section 2.04 and all related fees required as a condition to and expenses promptly following the Financing and due and payable by Purchaser or its Affiliates, (iv) upon the satisfaction or waiver occurrence of such conditionsevent, consummate the Financing on or and in any event prior to or on the Closing Date, including by drawing on and, if obtained, Purchaser shall promptly deliver to Seller true and complete copies of a new financing commitment pursuant to which any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection alternative source shall have committed to provide Purchaser with the Financing, and (vi) comply with its obligations under the Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion of the Financing Debt Financing. Purchaser shall keep Seller reasonably unlikely informed and in reasonable detail with respect to occur all material developments concerning the Debt Financing, including advising and updating Seller, in a reasonable level of detail, with respect to status and proposed closing date of the manner or from Debt Financing. Without limiting the sources contemplated in generality of the Commitment Letterforegoing, Purchaser shall promptly (and notify Seller in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates than the terms and conditions set forth in the Commitment Letter and that would not have any of the effects prohibited pursuant to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice writing of (1) any breach or default by any party to the Debt Financing Commitment or the Escrow Indenture Documents of which Purchaser has become aware, which breach or its Affiliates default if not cured could reasonably be expected to result in the unavailability of the Commitment Letter, Alternative Debt Financing or definitive financing agreements related theretoany termination of any of the Debt Financing Commitment or the Escrow Indenture Documents, (2) any known breach or default of the receipt by any party (other than Purchaser or any of its AffiliatesAffiliates or their respective employees, agents or representatives of any notice or other communication from any Person with respect to any (I) of the Commitment Letteractual or potential breach, Alternative Financing or definitive financing agreements related theretodefault, (3) any purported termination or repudiation by any party of to any Debt Financing Commitment, the Commitment Letter, Alternative Financing Escrow Indenture Documents or any definitive financing agreements agreement related thereto or (4II) the receipt of notice of any material dispute or disagreement between or among any parties to any Debt Financing Commitment, the Escrow Indenture Documents or any definitive agreement related thereto, in each case which could reasonably be expected to result in the unavailability of the Debt Financing or any termination of any of the Debt Financing Commitment or the Escrow Indenture Documents, and (3) if for any reason Purchaser believes in good faith that (I) there is (or there is reasonably likely to be) a material dispute or disagreement between or among any parties to the Commitment LetterDebt Financing Commitment, Alternative the Escrow Indenture Documents or any definitive agreement related thereto which could reasonably be expected to result in the unavailability of the Debt Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed any termination of any of the status of Purchaser’s and its Affiliates’ efforts Debt Financing Commitment or the Escrow Indenture Documents or (II) there is a material possibility that it will not be able to arrange the Financing or Alternative Financing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇, (i) permit any termination, amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions to the Financing, (B) modifies any existing conditions to the Financing in a manner that affects the consummation of obtain all or any portion of the financing contemplated in the Debt Financing to below a level that would impair Purchaser’s ability to consummate Commitment and the TransactionsEscrow Indenture Documents on the terms, (B) reduces in the committed amount of manner or from the Financingsources contemplated by the Debt Financing Commitment, (C) adversely affects in any material respect the ability of Purchaser to enforce its rights against other parties to the Commitment Letter Escrow Indenture Documents or the definitive agreements related thereto. References in respect thereof, or (D) could otherwise reasonably be expected this Amended Agreement to prevent, impede or delay in any material respect “Debt Financing” shall include the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Debt Financing Commitment Letter and the Escrow Indenture Documents as permitted by this Section 6.12 to be amended, modified or any Alternative replaced (including, replacement with alternative financing and alternative financing commitments pursuant to this Section 6.12) and references to “Debt Financing contemplated Commitment” shall include such documents as permitted by any new debt commitment letterthis Section 6.12 to be amended, modified or replaced (including replacement with alternative financing commitments pursuant to this Section 6.12), in each case from and after such amendment, modification or replacement. (c) Prior Unless otherwise provided below, prior to the Closing, Seller and ▇▇▇▇▇▇ shallits Subsidiaries shall provide to Purchaser, at Purchaser’s cost and expenseshall use their reasonable best efforts to cause their respective directors, officers, employees, consultants, agents, financial advisors, attorneys, accountants and other representatives (collectively, “Representatives”) to, in each case, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such Purchaser, all cooperation as that is reasonably requested by Purchaser in connection with the Debt Financing (provided that such requested cooperation does not unreasonably interfere or any debt securities being issued in conjunction with or in lieu of all or a portion of the ongoing operations of SellerDebt Financing, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the followingincluding using reasonable best efforts in connection with: (i) assisting in preparation for as promptly as reasonably practical, furnishing Purchaser with (A) the Required Information and participation in customary marketing efforts related (B) such other pertinent information (including financial information and other information to the Financing extent necessary in the preparation of an information package regarding the Business, in each case, to the extent reasonably available to Seller and its Subsidiaries without undue burden and expense to Seller and its Subsidiaries, regarding the Transferred Entities and the Business as may be reasonably requested by Purchaser in writing, and in any case, solely to the extent necessary to permit Purchaser to prepare a bank information memoranda or similar document, to consummate the Alternative Debt Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources in with the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, bank information memoranda and similar documents required in connection with the Debt Financing, (iii) furnishing before the Closing and, to the extent reasonably necessary to allow Purchaser or any of its Affiliates to consummate the Debt Financing, using reasonable best efforts to obtain instruments relating to guarantees and other matters ancillary to the Debt Financing Sources as may be reasonably requested by Purchaser as necessary and customary in connection with the Required Information; and Debt Financing, (iv) facilitating Purchaser’s using reasonable best efforts to assist Purchaser in connection with its preparation of pro forma financial information to the extent required for the Debt Financing and to be included in any syndication documents, (v) executing and delivering as of the Closing, on behalf of the Transferred Entities and the Business, 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; provided that any obligations contained in all such agreements and documents shall be subject to the occurrence of the Closing and effective no earlier than the Closing, (vi) cooperating reasonably with the Financing Sources’ due diligence, to the extent customary and reasonable and participating in due diligence sessions, (vii) obtaining customary payoff letters, Lien terminations and instruments of discharge necessary to be delivered at the Closing to allow for the payoff, discharge or termination in full on the Closing Date of any debt necessary to evidence the release of liens or guarantees, (viii) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Purchaser that are necessary or customary to permit the consummation of the Debt Financing and (ix) providing all documentation and other information about the Business and the Transferred Entities to the extent required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act, in each case, to the extent reasonably requested at least ten (10) Business Days prior to the anticipated Closing Date; provided, however, that Seller, its Subsidiaries and their respective Representatives shall not be required to authorize, execute, deliver or perform under any agreement with respect to the pledging Debt Financing that (A) unreasonably interferes with the ongoing business of collateralSeller or its Subsidiaries; (B) causes any covenant, if applicable. In addition, Seller will use its reasonable best efforts representation or warranty in this Amended Agreement to provide to Purchaser and the Financing Sources the Required Information be breached in a manner thatthat would cause any closing condition to Purchaser’s obligations to fail to be satisfied or otherwise causes the breach of this Amended Agreement (other than those conditions that by their terms are to be satisfied at the Closing); (C) requires Seller or its Subsidiaries to incur any liability (including, taken as a wholewithout limitation, does not contain any untrue statement of a material fact regarding commitment fees and expense reimbursement) in connection with the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading Debt Financing, other than solely in the light case of the circumstances under which such statements are made. Transferred Entities, any liability that is contingent upon the occurrence of the Closing or that would be effective only on and after the Closing; (dD) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, requires Seller or its Subsidiaries or their respective directors, officers, managers or employees to execute, deliver or enter into, or perform any agreement, document, certificate or instrument with respect to the Debt Financing or adopt resolutions approving the agreements, documents, instruments and other actions pursuant to which the Debt Financing is obtained; (E) requires Seller or its Subsidiaries to give any legal opinion or other opinion of counsel; or (F) requires Seller or its Subsidiaries to take any action that is prohibited or restricted by, or will conflict with or violate, its organizational documents. Neither Seller nor any of their respective Affiliates or other Representatives its Subsidiaries shall be required to pay any commitment or other similar fee, provide any security, execute any document, fees or make any representations, provide any indemnification other out-of-pocket payment or incur any other expense liability or Liability obligation or provide or agree to provide any indemnity in connection with the Debt Financing or any of the cooperation contemplated foregoing in connection with the Debt Financing in connection with assisting Purchaser in arranging the Debt Financing or as a result of any information provided by this Section 6.13(d)Seller, (ii) none of ▇▇▇▇▇▇, Seller its Subsidiaries or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation Debt Financing. Seller, on behalf of the Business, hereby consents to the use of the Business’ logos in connection with the Debt Financing contemplated by this Section 6.13(dthe 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 Subsidiaries. Purchaser agrees that any information regarding Seller or any of its Subsidiaries or Affiliates contained in any presentations, offering documents, teasers or other materials in connection with, or related to, the Debt Financing shall be subject to the prior review of Seller, which review shall be completed promptly after receipt thereof. (d) and Purchaser shall indemnify and hold harmless ▇▇▇▇▇▇Seller, Seller and its Affiliates, their respective Affiliates Subsidiaries and the Representatives of each of the foregoing (the “Financing Indemnitees”) from and against any and all Liabilities liabilities, losses, damages, claims, costs, expenses, awards, judgments, fines, interest, and penalties suffered or incurred by any of them in connection with the arrangement of the Debt Financing (including any replacement or the cooperation contemplated by this Section 6.13(dalternative financing) and (iv) none the performance of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04. (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.Section 6.12 or any information utilized in connection therewith (other than directly arising from a material misstatement in, or material omission in, the information, taken as a whole, provided by or on behalf of the

Financing. (a) Purchaser Subject to the terms and Purchaser conditions of this Agreement, without the consent of the Company each of Parent and Merger Sub will not permit any amendment, replacement, supplement or modification to be made to, or any waiver of any provision or remedy pursuant to, the Commitment Letters prior to the Effective Time if such amendment, replacement, supplement, modification or waiver would, or would reasonably be expected to, (i) reduce the aggregate net amount of the Financing below the Required Financing Amount, including by changing the amount of the fees to be paid or the original issue discount of the Debt Financing; (ii) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt of the Financing in a manner that would reasonably be expected to (1) materially delay or prevent the Closing of the Merger or (2) make the timely funding of the Financing, or the satisfaction of the conditions to obtaining the Financing, less likely to occur in any material respect; or (iii) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against the other parties to the Commitment Letters or the definitive agreements with respect thereto; provided, that for the avoidance of doubt no consent from the Company shall be required for: (1) any amendment, replacement, supplement or modification of the Debt Commitment Letters that is limited to adding lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letter as of the date of this Agreement (including in replacement of a Lender), (2) the implementation of a Replacement Commitment Facility (as defined in the Debt Commitment Letter entered into as of the date hereof) so long as doing so would not reasonably be expected to result in any of the outcomes described in the foregoing clauses (i)-(iii), (3) implementation or exercise of any “flex” provisions provided in the Fee Letter as in effect as of the date hereof, (4) Parent or any Subsidiary thereof to issue senior notes or other securities in lieu of all or a portion of the senior bridge facility referred to in the Debt Commitment Letter as of the date of this Agreement or the issuance of preferred equity at the Closing (in lieu of the senior notes or other debt securities in lieu of a portion of the senior bridge facility) to Permitted Preferred Purchasers, or (5) Permitted Co-Investors being added to the Equity Commitment Letter or delivering an equity commitment letter of their own in substantially similar form (except for amount) to the Equity Commitment Letter for a portion of the Equity Financing; and provided further, notwithstanding the foregoing or anything to the contrary in this Agreement, in no event in and of itself shall a Permitted Co-Investor becoming, or seeking to become (including in connection with seeking any Approval required to become in connection with the Merger), a direct or indirect equity investor in Parent or its affiliates after the date of this Agreement and effective prior to or as of the Closing be deemed to result in the outcomes described in the foregoing clauses (i)-(iii). Parent shall promptly furnish to the Company a copy of any amendment, replacement, supplement, modification or waiver relating to the Commitment Letters. Any reference in this Agreement to (x) the “Financing” will include the financing contemplated by the Commitment Letters as amended, replaced, supplemented or modified; and (y) “Equity Commitment Letter,” “Debt Commitment Letters” or “Commitment Letters” will include such documents as amended or modified. (b) Subject to the terms and conditions of this Agreement, each shall of Parent and Merger Sub will 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, proper or and advisable to arrange, consummate and obtain and to consummate the Financing on a timely basis (or taking into account the Marketing Period), but in any Alternative Financing) event no later than the Effective Time, on the terms and conditions (including, to the extent required, the full exercise of any “flex” provisions in any Fee Letter) described in the Commitment Letter (including the flex provisions related thereto)Letters, subject to any amendments or modifications thereto permitted by Section 6.13(b)including, including but not limited to, using its reasonable best efforts to (i) maintain in effect the Commitment Letter, Letters in accordance with the terms and subject to the conditions thereof; (ii) negotiate negotiate, execute and enter into deliver definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter and related Fee Letter on a timely basis (taking account of the Marketing Period) on the terms and conditions (including the flex provisions) contained any “flex” provisions in the related Fee Letter) contemplated by the Debt Commitment Letter, subject Letter and related Fee Letter (or any other terms acceptable to any amendments or modifications thereto permitted by Parent so long as Parent remains in compliance with Section 6.13(b5.13(a), ); (iii) satisfy (or obtain the waiver of) on a timely basis all conditions applicable to Purchaser or its Affiliates contained in the Debt Commitment Letter, including Letter and related Fee Letter and such definitive agreements related thereto within the payment control of any commitment, engagement Parent or placement fees required as a condition to Merger Sub and in the Financing and due and payable by Purchaser or its Affiliates, (iv) upon the satisfaction or waiver of such conditions, consummate the Financing Equity Commitment Letter on or prior to the Effective Time; (iv) in the event that all conditions contained in the Commitment Letters (other than, with respect to the Debt Financing, the availability of the cash equity contribution) have been satisfied and Parent is required to consummate the Closing Datepursuant to Sections 6.1 and 6.2 and the Marketing Period has been completed, consummate the Financing at or prior to the Closing, including by drawing on any interim or bridge financing facilities contemplated thereby, using reasonable best efforts to cause the Lenders to fund the Debt Financing at the Closing; (v) obtain such third-party consents as may be reasonably required in connection with the Financing, and (vi) comply with its obligations under pursuant to the Commitment LetterLetters on or prior to the Effective Time; and (vi) enforce its rights pursuant to the Commitment Letters. If Purchaser Parent and Merger Sub will fully pay, or Purchaser cause to be fully paid, all commitment or other fees arising pursuant to the Commitment Letters as and when they become due. (c) Parent becomes aware of any event or circumstance that makes procurement of any portion shall (i) keep the Company informed on a current basis and in reasonable detail of the Financing reasonably unlikely status of its efforts to occur arrange the Financing; and (ii) provide the Company with copies of all definitive agreements and other documents related to the Debt Financing. Without limiting the generality of the foregoing, Parent and Merger Sub must give the Company prompt notice in the manner or from the sources contemplated in the Commitment Letter, Purchaser shall promptly writing (and but in any event within two (2) Business DaysDays after obtaining knowledge of the occurrence or discovery of) (A) of any breach (or threatened breach), default (or any event or circumstance that, with notice or lapse of time or both, could reasonably be expected to give rise to any breach or default), cancellation, termination or repudiation by any party to the Commitment Letters or definitive agreements related to the Financing; (B) of the receipt by Parent or Merger Sub of any oral or written notice or communication from any Lender Related Party with respect to any (1) actual or threatened breach, default, cancellation, termination or repudiation (or notice or communications from lenders or other sources of Debt Financing to Parent or Merger Sub of any such actual or threatened breach, default, cancellation, termination or repudiation received by Parent or Merger Sub) by any party to the Commitment Letters or any definitive agreements related to the Financing of any provisions of the Commitment Letters or such definitive agreements; or (2) material dispute or disagreement between or among any parties to the Commitment Letters or any definitive agreements related to the Financing that Parent believes in good faith would reasonably be expected to be adverse to the timely completion of the Financing; and (C) if for any reason Parent or Merger Sub at any time believes 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 Letters or any definitive agreements related to the Financing. Parent shall provide any information reasonably requested by the Company relating to any of the circumstances referred to in the previous sentence as promptly as reasonably practical after the date that the Company delivers a written request therefor to Parent; provided, however, that Parent shall not be required to furnish such information if Parent in good faith reasonably believes that doing so would reasonably be expected to (a) result in the loss of attorney-client privilege or rights under the attorney work product doctrine, (b) breach or violate any applicable Law or Legal Requirement or (c) violate any confidentiality obligation with respect to such information. (d) If any portion of the Debt Financing becomes unavailable (other than as a result of a breach by the Company of this Agreement), on the terms and conditions (including any “flex” and “securities demand” provisions in any Fee Letter) contemplated in the Debt Commitment Letter and related Fee Letter, Parent will promptly notify ▇▇▇▇▇▇ the Company in writing (but in any event within two (2) Business Days after obtaining knowledge of the occurrence or discovery thereof) and Seller Parent and shall Merger Sub will use its their respective reasonable best efforts to arrange to, as promptly as reasonably practicable any following the occurrence of such event, (i) arrange and obtain the Debt Financing or such portion of the Debt Financing from the same or alternative sources (A) on terms and conditions not materially less favorable in the aggregate to Purchaser Parent and its Affiliates Merger Sub than the terms and conditions set forth those contained in the Debt Commitment Letter and related Fee Letter and (B) containing conditions to draw at Closing that would not have any of reasonably be expected to adversely affect the effects prohibited pursuant to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of availability thereof that (1) any breach or default by Purchaser or its Affiliates of are not more onerous than those conditions and terms contained in the Debt Commitment Letter and related Fee Letter, Alternative Financing or definitive financing agreements related thereto, (2) would not reasonably be expected to prevent or materially delay the Closing or make the Closing materially less likely to occur, and (3) in an amount at least equal to the Debt Financing or such unavailable portion thereof, but in no event more than the Required Financing Amount if such amount is less, as the case may be (the “Alternate Debt Financing”); and (ii) obtain one or more new debt financing commitment letters with respect to such Alternate Debt Financing (the “New Debt Commitment Letters”), which new letters will replace the existing Debt Commitment Letter in whole or in part; provided that in no event shall the reasonable best efforts of Parent be deemed or construed to require Parent to (A) seek cash equity from any known breach or default by any party (source other than Purchaser or its Affiliates) of those counterparty to the Equity Commitment Letter, Alternative Financing or definitive financing agreements related theretoin any amount with respect to a Guarantor in excess of such Guarantor’s commitment, (3B) pay any purported termination fees in excess of those contemplated by the Commitment Letters, or repudiation by any party (C) agree to economic terms of the Alternate Debt Financing (including any “flex” provisions relating thereto) that are less favorable in the aggregate than those contemplated by the Debt Commitment Letter, Alternative Financing Letter or definitive financing any related Fee Letter (after giving effect to any “flex” provisions therein). Parent will promptly provide a copy of any New Debt Commitment Letter (and any fee letter in connection therewith or other agreements related thereto or (4with customary redactions)) the receipt of notice of any material dispute or disagreement between or among the parties to the Company. In the event that any New Debt Commitment Letters are obtained, (A) any reference in this Agreement to the “Commitment Letters” or the “Debt Commitment Letter, Alternative Financing or definitive financing agreements related thereto, ” will be deemed to include the Debt Commitment Letter to the extent not 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 (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative Financing. (b) Notwithstanding anything any reference in this Agreement to the contrary in this Agreement, Purchaser and Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇, (i) permit any termination, amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions to the “Financing, (B) modifies any existing conditions to the Financing in a manner that affects the consummation of all or any portion of the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the Financing, (C) adversely affects in any material respect the ability of Purchaser to enforce its rights against other parties to the Commitment Letter ” or the definitive agreements in respect thereof, or (D) could otherwise reasonably be expected to prevent, impede or delay in any material respect “Debt Financing” means the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Debt Commitment Letter or any Alternative Financing contemplated by any new debt commitment letter. (c) Prior as modified pursuant to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and the Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation of documentation with respect to the pledging of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are made. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability in connection with the Financing or the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04. (e) In no event shall Subject to, and without limiting or modifying the receipt or availability provisions of Section 8.12(b), Parent and Merger Sub agree that obtaining the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be is not a condition to any of PurchaserParent’s or Purchaser ParentMerger Sub’s obligations under this Agreementhereunder.

Financing. (a) Purchaser (i) Subject to the terms and Purchaser conditions of this Agreement, each of Parent each and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain and to consummate the Financing (or any Alternative Financing) on the terms and conditions described in the Commitment Letter (including the flex provisions related thereto), subject to any amendments or modifications thereto permitted by Section 6.13(b), including using its reasonable best efforts to (i) maintain in effect the Commitment Letter, (ii) negotiate and enter into definitive agreements with respect to the Financing on the terms and conditions (including the flex provisions) contained described in the Commitment Letter, subject Financing Letters pursuant to any amendments or modifications thereto permitted by Section 6.13(b), (iii) the terms thereof and satisfy on a timely basis all the conditions applicable to Purchaser or its Affiliates contained the Financing as described in the Commitment LetterFinancing Letters (including, including without limitation, the payment repayment of any commitment, engagement or placement fees required as indebtedness to the extent such repayment is a condition to the Financing and due and payable by Purchaser or its Affiliates, (ivDebt Financing) upon the satisfaction or waiver of such conditions, consummate the Financing on or prior to the Closing Date, including by drawing on any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection with the Financing, and (vi) comply with its obligations under the Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion of the Financing reasonably unlikely to occur in the manner or from the sources contemplated in the Commitment Letter, Purchaser shall promptly (and in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates than the terms and conditions set forth in the Commitment Letter and that would not have any of the effects prohibited pursuant to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) any breach or default by Purchaser or its Affiliates of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative Financing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇, (i) permit any termination, amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacement of, the Commitment Letter or Fee Financing Letters if such termination, amendment, modification, waiver or remedy replacement (A) adds 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 (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) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of Financing, or otherwise expands, amends or modifies any other provision of the Financing Letters, in a manner that would reasonably be expected to (x) delay or prevent or make less likely the funding of the Financing (or satisfaction of the conditions to the Financing, ) on the Closing Date or (B) modifies any existing conditions to the Financing in a manner that affects the consummation of all or any portion of the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the Financing, (Cy) adversely affects in any material respect impact the ability of Purchaser Parent, Merger Sub or the Company, as applicable, to enforce its rights against other parties to the Commitment Letter Financing Letters or the definitive agreements in with respect thereofthereto; provided that Parent and Merger Sub may amend the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or (D) could otherwise reasonably be expected to prevent, impede or delay in any material respect similar entities who had not executed the consummation Debt Commitment Letter as of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letter. (c) Prior date hereof. Parent shall promptly deliver to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and the Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation of documentation with respect to the pledging of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are made. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability in connection with the Financing or the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors Company copies of any of the foregoingsuch termination, shall be required to pass resolutions amendment, modification, waiver or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04replacement. (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.

Financing. (a) Purchaser SJW shall, and Purchaser Parent each shall cause its Affiliates to, use its their respective reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, as promptly as possible, all things necessary, proper or advisable to obtain and to consummate the Financing (or any Alternative Financing) Substitute Financing on or prior to the terms and conditions described in the Commitment Letter (including the flex provisions related thereto), subject to any amendments or modifications thereto permitted by Section 6.13(b)Closing Date, including using its reasonable best efforts to (i) maintain maintaining in effect the Commitment LetterLetter until the Closing (provided that the Commitment Letter may be amended, supplemented, modified and replaced as permitted pursuant to this Section 6.12), (ii) negotiate negotiating and enter entering into definitive agreements with respect to the Financing on the terms and conditions (including the flex provisions) contained in the Commitment LetterLetter (including any “flex” provisions related thereto) or on such other terms acceptable to SJW and its Financing Sources (provided that such other terms could not reasonably be expected to (x) reduce the aggregate amount of the Financing or the net cash proceeds from the Financing (including by increasing the amount of fees to be paid or original issue discount) below the amount required by SJW to consummate the transactions contemplated by this Agreement, subject (y) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt of the Financing in a manner that could reasonably be expected to (i) delay or prevent or make less likely the funding of the Financing (or satisfaction of the conditions to the Financing) or (ii) adversely impact the ability of SJW to enforce its rights against the Financing Parties or any amendments other parties to the Commitment Letter or modifications thereto permitted the definitive agreements with respect thereto, or (z) make it less likely that the Financing would be funded (including by Section 6.13(b)making the conditions to obtaining the Financing less likely to occur) or otherwise prevent or delay or impair the ability or likelihood of SJW to consummate the Merger and the other transactions contemplated hereby on the Closing Date) so that such agreements are in effect no later than the Closing, (iii) satisfy on a timely basis satisfying all the conditions applicable to Purchaser or its Affiliates contained in the Commitment Letter, including the payment of any commitment, engagement or placement fees required as a condition to the Financing and due and payable by Purchaser within the control of SJW at or its Affiliatesprior to the Closing, (iv) upon the satisfaction or waiver of such conditions, consummate the Financing on or prior accepting to the Closing Datefullest extent all “market flex” contemplated by the Commitment Letter (or any fee letter relating thereto), including by drawing on any interim or bridge financing facilities contemplated thereby, to the extent deemed necessary under the Commitment Letter and (v) obtain such third-party consents as may be reasonably required in connection with the Financing, and (vi) comply with enforcing its obligations rights under the Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any In the event or circumstance that makes procurement of any portion of the Financing reasonably unlikely to occur in the manner or from the sources contemplated all conditions set forth in the Commitment LetterLetter have been satisfied (other than the consummation of the Merger) or, Purchaser upon funding shall be satisfied, SJW and its Affiliates shall use their reasonable best efforts to cause the Persons providing the Financing (the “Financing Parties”) to fund on the Closing Date the Financing, to the extent the proceeds thereof are required to consummate the Merger and the other transactions contemplated hereby. SJW shall, promptly after obtaining knowledge thereof (and in any event within two (2) Business Days), give CTWS written notice of any (A) notify ▇▇▇▇▇▇ breach (or threatened 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 a Financing Party or any party to any definitive document related to the Financing, (B) actual or threatened withdrawal, repudiation or termination of the Financing by the Financing Parties, (C) amendment or modification of, or waiver under, the Commitment Letter or (D) change, circumstance or event which causes SJW to believe that it will not be able to timely obtain all or any portion of the Financing on the terms, in the manner or from the Financing Parties or sources contemplated by the definitive documents related to the Financing, to the extent the proceeds thereof are required to consummate the Merger and Seller the other transactions contemplated hereby. SJW shall (i) keep CTWS informed on a reasonably current basis of the status of its efforts to arrange the Financing, and (ii) provide CTWS with copies of all executed material definitive agreements related to the Financing. SJW shall, and shall use its reasonable best efforts to cause the Financing Sources to, provide CTWS and its Representatives with such access to SJW and the Financing Sources as CTWS and its Representatives may reasonably request for the purpose of allowing CTWS and its Representatives to understand the status of SJW’s efforts to arrange the Financing; provided, that SJW and its Representatives shall be permitted to participate in any such discussions or communications. Neither SJW nor its Affiliates shall amend, modify or replace the Commitment Letter without the prior written approval of CTWS to the extent such amendment, modification or replacement could reasonably be expected to (I) reduce the aggregate amount of the Financing or the net cash proceeds from the Financing (including by increasing the amount of fees to be paid or original issue discount) below the amount required by SJW to consummate the transactions contemplated by this Agreement, (II) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt of the Financing in a manner that could reasonably be expected to (1) delay or prevent or make less likely the funding of the Financing (or satisfaction of the conditions to the Financing) or (2) adversely impact the ability of SJW to enforce its rights against the Financing Parties or any other parties to the Commitment Letter or the definitive agreements with respect thereto, or (III) make it less likely that the Financing would be funded (including by making the conditions to obtaining the Financing less likely to occur) or otherwise prevent or delay or impair the ability or likelihood of SJW to consummate the Merger and the other transactions contemplated hereby on the Closing Date; provided that notwithstanding the foregoing, SJW may modify, supplement or amend the Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities (that have not executed the Commitment Letter as of the Execution Date). If funds in the amounts set forth in the Commitment Letter, or any portion thereof, become unavailable, or it becomes reasonably likely that such funds may become unavailable to SJW on the terms and conditions set forth therein and, in each case, such funds are required by SJW to consummate the transactions contemplated by this Agreement, SJW shall, and shall cause its Affiliates, as promptly as practicable (and in any event within two Business Days) following the occurrence of such portion from alternative sources event to (x) notify CTWS in writing thereof and (y) use its reasonable best efforts to obtain substitute financing on terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates SJW than the terms and conditions those set forth in the Commitment Letter and that would not have any of in an amount sufficient to enable SJW to consummate the effects prohibited pursuant to amendment by Section 6.13(b) Merger and the other transactions contemplated hereby in accordance with its terms (such financing, the “Alternative Substitute Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) In the event that new commitment letters are entered into in accordance with any breach amendment, replacement, supplement or default by Purchaser or its Affiliates other modification of the Commitment LetterLetter (including in connection with any Substitute Financing) permitted pursuant to this Section 6.12, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) such new commitment letters shall be deemed to be a part of the “Financing” and deemed to be the “Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party ” for all purposes of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice this Agreement. SJW shall promptly deliver to CTWS copies of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative Financing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇, (i) permit any termination, amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions to the Financing, (B) modifies any existing conditions to the Financing in a manner that affects the consummation of all or any portion replacement of the Financing Commitment Letter (including in connection with any Substitute Financing). (b) SJW shall pay, or cause to below a level be paid, as the same shall become due and payable, all fees and other amounts that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the Financing, (C) adversely affects in any material respect the ability of Purchaser to enforce its rights against other parties to become due and payable under the Commitment Letter or the definitive agreements in respect thereof, or (D) could otherwise reasonably be expected to prevent, impede or delay in any material respect the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letterrelated fee letters. (c) Prior Notwithstanding anything contained in this Agreement to the Closingcontrary, Seller SJW expressly acknowledges and ▇▇▇▇▇▇ agrees that SJW’s obligations hereunder are not conditioned in any manner upon SJW obtaining the Financing, any Substitute Financing or any other financing. The failure, for any reason, of SJW to have sufficient cash available on the Closing Date to pay the consideration in Merger Consideration in accordance with Article II or the failure to so pay the Merger Consideration on the Closing Date in accordance with the terms and conditions of this Agreement shall constitute a breach of this Agreement by SJW. (d) CTWS shall, at Purchaser’s cost and expenseshall cause each of the CTWS Subsidiaries to, and shall use its reasonable best efforts to, and to cause its and their Representatives to, provide to Purchaser SJW such cooperation customary cooperation, at SJW’s sole expense, as is may be reasonably requested by Purchaser SJW in connection with the Financing (which term, for purposes of this Section 6.12(d), shall include any Substitute Financing and any issuance of debt or equity securities issued or incurred in lieu of any Financing or Substitute Financing), which efforts shall include using reasonable best efforts to: (i) cause its management team, with appropriate seniority and expertise, including its senior executive officers, and independent accountants to assist SJW in SJW’s preparation for and to participate in a reasonable number of meetings (including customary one-on-one meetings), presentations, road shows, due diligence sessions, drafting sessions and sessions with lenders, investors and rating agencies, in each case, upon reasonable notice and at times and locations to be mutually agreed upon; (ii) assist SJW with SJW’s preparation of customary rating agency presentations, road show materials, bank information memoranda, credit agreements, registration statements, prospectuses, bank syndication materials, offering documents, private placement memoranda and similar documents customarily required in connection with the Financing, including the marketing and syndication thereof, provided, that any such bank information memoranda, registration statements, prospectuses, bank syndication materials, offering documents, private placement memoranda and similar documents shall contain disclosure and pro forma financial statements reflecting the Surviving Corporation and/or its Subsidiaries as the obligor; (iii) furnish SJW and the Financing Sources with all Required Information and, as may be reasonably requested by SJW in connection with the Financing, other customary financial and other information regarding CTWS and its Subsidiaries; (iv) assist SJW with SJW’s preparation of pro forma financial information and projections (it being understood that CTWS shall not be responsible for the preparation of such pro forma financial information or projections themselves); (v) reasonably cooperate with the marketing efforts for any portion of the Financing, including using its reasonable best efforts to ensure that any syndication efforts benefit from its existing lending relationships and using reasonable best efforts to assist SJW in obtaining any corporate credit and corporate family ratings in connection with the Financing; (vi) furnish SJW at least three Business Days prior to the Closing Date (to the extent requested within 10 Business Days prior to the Closing Date) with all documentation and other information required by Governmental Entities with respect to the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and 31 C.F.R. § 1010.230; (vii) assist in preparing schedules thereto as may be reasonably requested by SJW; (viii) provide customary authorization letters authorizing the distribution of information provided by CTWS to prospective lenders and containing a customary representation to the Financing Sources for the Financing that such requested cooperation information provided by CTWS does not contain a material misstatement or omission and containing a representation to the Financing Sources that the public side versions of such documents, if any, do not include material non-public information about CTWS and CTWS Subsidiaries or its or their securities; and (ix) request the independent accountants of CTWS to render customary “comfort letters” (including customary negative assurance comfort) with respect to financial information regarding CTWS and its Subsidiaries contained in any materials relating to the Financing (it being understood that failure of SJW to obtain such comfort letters shall not constitute a breach of this Section 6.12), and to provide consents for use of their reports and opinions in any documents filed or furnished by SJW with the SEC or in any other materials or disclosures relating to the Financing in which financial information of CTWS and its Subsidiaries is included. (e) Notwithstanding anything to the contrary contained in this Agreement (including this Section 6.12): (i) nothing in this Agreement (including this Section 6.12) shall require any such cooperation to the extent that it would (A) require CTWS, any of the CTWS Subsidiaries or its Representatives, as applicable, to breach, waive or amend any terms of this Agreement, (B) require cooperation from CTWS, any of the CTWS Subsidiaries or its Representatives to the extent it would cause any condition to the Closing set forth in Article VII not to be satisfied, (C) unreasonably interfere with the ongoing business or operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include CTWS and/or any of the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agenciesCTWS Subsidiaries, (iiD) assisting Purchaser and the Financing Sources require CTWS or any of its Subsidiaries to take any action that will conflict with or violate CTWS’s or any of its Subsidiaries’ charter documents, any Laws or result in the preparation contravention of, or that would reasonably be expected to result in a violation or breach of, or default under, any material Contract to which CTWS or any of (A) its Subsidiaries is a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentationsparty, (iiiE) furnishing Purchaser and the Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation result in any employee, officer, director or Representative of documentation CTWS or any of its Subsidiaries incurring personal liability with respect to any matters relating to the pledging Financing; (F) require CTWS or any of collateral, if applicable. In addition, Seller will use its reasonable best efforts Subsidiaries to provide any information the disclosure of which is prohibited or restricted under applicable Law or any Contract or is legally privileged; (G) require the delivery of opinions of external or internal counsel; (H) require CTWS, its Subsidiaries or their Representatives to Purchaser furnish any financial statements, audit reports or financial information other than to the extent such statements, reports or information are readily available to, or readily derivable from the books and the Financing Sources the Required Information in a manner thatrecords of, taken as a wholeCTWS, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are made. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller its Subsidiaries or any of their respective Affiliates Representatives or (I) require CTWS or any of its Subsidiaries or their respective Representatives to execute or approve any definitive financing documents, including any credit or other Representatives agreements or certificates in connection with the Financing (other than customary authorization letters in connection with the Financing, if any, and solely to the extent set forth in Section 6.12(d)(viii) above); (ii) neither CTWS nor any of its Subsidiaries shall be required to pay or incur any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification fee or incur or assume any other expense liability or Liability obligation in connection with the Financing prior to the Effective Time (other than as are expressly reimbursable or payable by SJW and Merger Sub and except for the cooperation contemplated by this Section 6.13(dobligation to deliver the customary authorization letters referenced above), ; (iiiii) none of ▇▇▇▇▇▇, Seller the board of directors (or other similar governing body) of CTWS or any of their respective Affiliates or other Representatives its Subsidiaries shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in adopt resolutions approving the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) Financing; and (iv) none of ▇▇▇▇▇▇CTWS, Seller any of its Subsidiaries or any of its or their respective Affiliates, or any Persons who are directors of any of the foregoing, Representatives shall be required to pass resolutions make any representation to SJW, any of its Affiliates, any lender, agent or consents lead arranger to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04. (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser Person with respect to any action under this Section 6.12, as to the solvency of CTWS, any of its Subsidiaries, or any of its Affiliates or their respective Representatives, or to deliver or require to be a condition to delivered any solvency or similar certificate. (f) SJW shall (i) promptly upon request by CTWS, reimburse CTWS for all of Purchaser’s or Purchaser Parent’s obligations under its reasonable and documented out-of-pocket fees and expenses (including reasonable and documented out-of-pocket attorneys’ fees) incurred by CTWS and its Representatives in connection with any cooperation contemplated by this Agreement.Section 6.12 and (ii) indemnify CTWS, its Subsidiaries and its and their Representatives against any claim, loss, damage, injury, liability, judgment, award, p

Financing. (a) Purchaser Each of Anthem and Purchaser Parent each Cigna 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 obtain and to consummate arrange the Financing (or any Alternative Financing) on the terms and conditions related transactions described in the Commitment Letter (including the flex provisions related thereto), subject to any amendments or modifications thereto permitted by Section 6.13(b)Letter, including using its reasonable best efforts to (i) maintain in effect the Commitment Letter, (ii) negotiate and enter into definitive agreements with respect to the Financing thereto on the terms and conditions contemplated by the Commitment Letter (including or with other terms and conditions agreed by Anthem, Cigna and the flex provisionsFinancing Parties), (ii) satisfy (or obtain a waiver of) on a timely basis all conditions to obtaining the Financing set forth therein, (iii) consummate the Financing at or prior to the Closing and (iv) with respect to Anthem, enforce its rights under the Commitment Letter and the definitive agreements relating to the Financing. (b) Notwithstanding Section 5.14(a), Anthem shall have the right from time to time to amend, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter, or enter into other financing arrangements as an alternative to the Financing; provided that Anthem shall not enter into any such amendment, supplement, modification, waiver or alternative if such amendment, supplement, modification, waiver or alternative 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 Commitment Letter, in a manner that would (i) materially and adversely affect the ability of Anthem to fund its obligations when due under this Agreement or (ii) materially and adversely affect the ability of Anthem to enforce its rights under the terms of the Commitment Letter or the definitive agreements with respect thereto; provided, further, that Anthem may amend the Commitment Letter or the definitive agreements with respect thereto to add additional lenders, arrangers, bookrunners, and agents or in a manner that would not materially adversely affect the ability of Anthem to fund its obligations when due under this Agreement. (c) Anthem and Cigna shall, and shall cause their respective Subsidiaries to, refrain from taking, directly or indirectly, any action that would reasonably be expected to result in the failure of any of the conditions contained in the Commitment Letter or in any definitive agreement related to the Financing. (d) Each of Anthem and Cigna shall give the other party prompt written notice (i) of any actual or threatened breach, default, termination or repudiation by any party to the Commitment Letter or definitive documents related to the Financing of which such party becomes aware and (ii) of the occurrence of an event or development that would reasonably be expected to adversely impact the ability to obtain all or any portion of the Financing contemplated by the Commitment Letter. (e) If Anthem or Cigna becomes aware that any portion of the Financing becomes unavailable on the terms and conditions contained in the Commitment Letter, subject to any amendments or modifications thereto permitted by Section 6.13(b), (iii) satisfy on a timely basis all conditions applicable to Purchaser or its Affiliates contained in the Commitment Letter, including the payment each of any commitment, engagement or placement fees required as a condition to the Financing Anthem and due and payable by Purchaser or its Affiliates, (iv) upon the satisfaction or waiver of such conditions, consummate the Financing on or prior to the Closing Date, including by drawing on any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection with the Financing, and (vi) comply with its obligations under the Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion of the Financing reasonably unlikely to occur in the manner or from the sources contemplated in the Commitment Letter, Purchaser shall promptly (and in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and Cigna shall use its reasonable best efforts to arrange and obtain in replacement thereof, and negotiate and enter into definitive agreements with respect to, alternative financing from alternative sources in an amount sufficient to consummate the Mergers as promptly as practicable any following the occurrence of such portion from alternative sources on terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates than the terms and conditions set forth in the Commitment Letter and event; provided, however, that would not have any of the effects prohibited pursuant to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) any breach or default by Purchaser or its Affiliates of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative Financing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent replacement commitment shall not, without the prior written consent of ▇▇▇▇▇▇each of Anthem and Cigna (which shall not be unreasonably withheld, (i) permit conditioned or delayed), be subject to any termination, amendment additional or modification to, modified conditions or any waiver other contingencies to the funding of any provision or remedy under, the Financing than those contained in the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions to the Financing, (B) modifies any existing conditions to the Financing in a manner that affects the consummation of all or any portion of the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the Financing, (C) adversely affects in any material respect the ability of Purchaser to enforce its rights against other parties to the Commitment Letter or the definitive agreements in respect thereof, or (D) could otherwise be reasonably be expected to preventprevent or materially impede, impede interfere with, hinder or delay in any material respect the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letterMergers. (cf) Prior to the Closing, Seller Each of Anthem and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, Cigna shall use its respective reasonable best efforts to, and to cause its Representatives their respective representatives to, on a timely basis, provide to Purchaser such all reasonable cooperation as requested by other party or the Financing Parties that is reasonably requested by Purchaser necessary and customary to assist in connection with obtaining the Financing (provided that if such requested cooperation does not unreasonably interfere with the ongoing operations of SellerAnthem or Cigna, ▇▇▇▇▇▇ and their respective Affiliates)as applicable. Such assistance Without limiting the generality of the foregoing, such cooperation shall in any event include the followingusing reasonable best efforts with respect to: (i) assisting participating in preparation for a reasonable number of meetings and participation drafting sessions, and participating in reasonable and customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agenciesdue diligence, (ii) assisting Purchaser and furnishing the Financing Sources Parties with such financial and other pertinent information as may be reasonably requested to consummate the Financing, including all financial statements and financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act and applicable to a registration statement under the Securities Act on Form S-3, including delivery of (A) audited consolidated balance sheets and related audited statements of income, stockholders’ equity and cash flows of Cigna for each of the three fiscal years most recently ended at least 90 days prior to the Closing Date and (B) unaudited consolidated balance sheets and related unaudited statements of income, stockholders’ equity and cash flows of Cigna for each subsequent fiscal quarter ended at least 45 days prior to the Closing Date, (iii) assisting the Financing Parties in the preparation of (AI) a customary an offering document, private placement memorandum and/or bank information memorandum and similar marketing documents document for any portion of the Financing or the Alternative Financing, as applicable, and (BII) materials for rating agency presentationspresentations and providing customary authorization letters related thereto, (iii) furnishing Purchaser and the Financing Sources the Required Information; and (iv) facilitating Purchaserobtaining customary financing accountants’ comfort letters and consents of accountants from Cigna’s preparation independent public accounting firm for use of documentation with respect their reports in any materials relating to the pledging of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser Financing and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are made. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability in connection with any filings required to be made by Anthem pursuant to the Securities Act (including any registration statement) relating to the Financing or the cooperation contemplated by this Section 6.13(d), and (iiv) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection reasonably cooperating with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against marketing efforts for any and all Liabilities incurred by any portion of them in connection with the Financing or the cooperation contemplated by this Section 6.13(dFinancing. For purposes of clauses (f) and (ivg) none of ▇▇▇▇▇▇this Section 5.14 only, Seller or their respective Affiliates, or any Persons who are directors of any of “Financing” shall include the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior financings expressly contemplated pursuant to the Closing or agree to Commitment Letter, including any change or modification issuance(s) of any existing certificate, document, instrument or agreement that is effective prior to Takeout Securities and Term Facilities (as both terms are defined in the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04Commitment Letter). (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.

Financing. (a) Purchaser Each of Parent and Purchaser Parent Merger Sub shall, and shall cause each shall 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 obtain consummate and to consummate obtain the Debt Financing (on or any Alternative Financing) prior to the Acceptance Time on the terms and conditions described in the Commitment Letter (including the flex exercise of any “market flex” provisions related theretoin the Fee Letter) and shall not permit any amendment, supplement, modification or replacement to be made to, or any waiver of any provision or any of its rights under, the Commitment Letter or the Definitive Agreements without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), subject if such amendment, supplement, modification, replacement or waiver (i) reduces the aggregate cash amount of proceeds of the Debt Financing to an amount below the amount (that when combined with the liquidity Parent then contemplates to be, and which is available to be, applied thereto) required to consummate the Offer, the Merger and 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 amendments contingencies or modifications thereto permitted 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 conditions to obtaining the Debt 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 the Fee Letter, in each case as in effect at the 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, bookrunners, syndication agents or similar entities which had not executed the 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, (1) the term “Debt Financing” shall be deemed to include the Debt Financing, as amended, modified or replaced pursuant to this Section 6.13(b5.2(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 amendment, supplement, modification, replacement or waiver of the 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 its reasonable best efforts to (i) comply with the terms and conditions of, and maintain in effect effect, the Commitment LetterLetter pursuant to its terms (except for amendments, supplements, modifications and replacements made in compliance with Section 5.2(a)), (ii) negotiate and enter into 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 (including the flex provisions) contained 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, subject if such other terms and conditions constituted an amendment to any amendments or modifications thereto permitted by the Definitive Agreements, be inconsistent with Section 6.13(b5.2(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 Purchaser or its Affiliates contained Guarantor and Parent to the funding of the Debt Financing set forth in the Commitment Letter, including Letter or the payment of any commitment, engagement or placement fees required as a condition to the Financing Definitive Agreements and due and payable by Purchaser or its Affiliates, (iv) if all conditions to the Debt Financing are, or upon funding of the satisfaction or waiver of such conditionsDebt Financing will be, consummate satisfied, cause the Financing on 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 Dateand the other transactions contemplated by this Agreement, including by drawing on any interim or bridge financing facilities contemplated therebyincluding, (v) obtain such third-party consents as may be reasonably required in connection with the Financingif necessary, and (vi) comply with enforcing its obligations rights under the Commitment Letter. If Purchaser Letter and the Definitive Agreements, provided however, under no circumstances shall Parent or Purchaser Parent becomes aware of any Guarantor be required to commence or sustain legal proceedings in connection therewith. (c) In the event that all or circumstance that makes procurement of any portion of the Debt Financing becomes unavailable and such portion is reasonably unlikely required to occur in consummate the manner or from Offer, the sources Merger and the other transactions contemplated in the Commitment Letterby this Agreement, Purchaser shall promptly (each of Guarantor and in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and Parent shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources and timely obtain substitute financing (on terms and conditions that are not materially less favorable in the aggregate to Purchaser Guarantor and its Affiliates 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 that would not have any the other transactions contemplated by this Agreement (the “Substitute Financing”) (and shall promptly upon the execution and delivery thereof, provide to the Company true and complete copies of the effects prohibited pursuant material, definitive documents related to amendment by Section 6.13(b) the Substitute Financing (such financingprovided that, with respect to any fee letters, the fee amounts, pricing caps and other economic terms, and the rates and amounts included in the “Alternative Financing”market flex” provisions (but not covenants), may be redacted). Purchaser All references to the term “Debt Financing” shall (A) 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 ▇▇▇▇▇▇ and Seller the Company prompt oral and written notice of any (1i) any material breach or default by Purchaser or its Affiliates of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment LetterLetter 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 Sources with respect to any actual or threatened withdrawal, Alternative repudiation or termination of the Debt Financing by the Lenders or definitive financing agreements related thereto, and (B) upon request, otherwise any other Financing Sources. Parent shall keep ▇▇▇▇▇▇ and Seller the Company reasonably informed of the status of Purchaser’s the efforts of Guarantor and its Affiliates’ efforts Parent to arrange and obtain the Financing or Alternative Debt Financing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇, (i) permit any termination, amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions to the Financing, (B) modifies any existing conditions to the Financing in a manner that affects the consummation of all or any portion of the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the Financing, (C) adversely affects in any material respect the ability of Purchaser to enforce its rights against other parties to the Commitment Letter or the definitive agreements in respect thereof, or (D) could otherwise reasonably be expected to prevent, impede or delay in any material respect the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letter. (c) Prior to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and the Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation of documentation with respect to the pledging of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are made. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability in connection with the Financing or the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04. (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.

Financing. (a) Purchaser IDB Buyer acknowledges and Purchaser Parent each agrees that Seller and its Affiliates and its and their respective Representatives shall use not have any responsibility for, or incur any liability to any Person under, any financing that IDB Buyer may raise in connection with the transactions contemplated by this Agreement and that IDB Buyer shall indemnify and hold harmless Seller and its reasonable best efforts to Affiliates and its and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Debt Financing (including any claims asserted by the Financing Sources) and any information utilized in connection therewith. (b) IDB Buyer shall, and shall cause its Representatives and Affiliates to, take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain arrange and consummate the Debt Financing as soon as reasonably practical after the date of this Agreement, but in any event prior to the Closing and to consummate obtain the proceeds of the Debt Financing on the terms and conditions, taken as a whole (or any Alternative Financingincluding the flex provisions) described in the Debt Commitment Letter, including executing and delivering all such documents and instruments as may be reasonably required thereunder, including definitive agreements with respect to the financing on the terms and conditions contained in the Debt Commitment Letter (the "Debt Financing Documents") and: (i) complying with and maintaining in effect the Debt Financing and the Debt Commitment Letter, negotiating and entering into definitive Debt Financing Documents with respect thereto (and maintaining in effect and complying with the terms thereof) on the terms and conditions described (as such terms may be modified or adjusted in accordance with the terms of, and within the limits of, any "flex" provisions set forth in the Debt Commitment Letter (including as specified in any Fee Letter provided pursuant to Section 3.11)) no less favorable, taken as a whole, to IDB Buyer than those contained in the flex provisions related thereto)Debt Commitment Letter, subject which agreements shall be in effect as promptly as practicable after the date hereof, but in no event later than the Closing Date; provided, however, that, without limiting the foregoing, in no event shall any of the Debt Financing Documents (nor shall any amendment, supplement, waiver or other modification thereto be reasonably expected to): (A) reduce the aggregate amount of the Debt Financing provided for in the Debt Commitment Letter (including by changing the amount of fees or original issue discount contemplated by the Debt Commitment Letter other than, solely with respect to original issue discount, as expressly set forth therein unless after giving effect to the maximum amount of any amendments or modifications thereto permitted by Section 6.13(b)such deduction, the aggregate net proceeds from the Debt Financing are and will be sufficient in amount to provide IDB Buyer with the funds necessary to consummate the transactions contemplated hereby and to satisfy its obligations under this Agreement, including using to pay the Purchase Price, and the payment of all fees, costs and expenses to be paid by IDB Buyer related to the transactions contemplated by this Agreement, including such fees and expenses relating to the Debt Financing); (B) expand the conditions or other contingencies to the receipt or funding of the Debt Financing beyond those expressly set forth in the Debt Commitment Letter, amend or modify any of such conditions or other contingencies in a manner adverse to IDB Buyer or Seller (including by making any such conditions or other contingencies less likely to be satisfied) or impose any new or additional condition or other contingency to the receipt or funding of the Debt Financing; (C) contain terms (other than those terms expressly set forth in the Debt Commitment Letter that would reasonably be expected to (1) prevent, impede or delay the consummation of the transactions contemplated by this Agreement or the Debt Commitment Letter or the date on which the Debt Financing would be obtained, or (2) make the funding of Debt Financing less likely to occur; (D) adversely impact the ability of IDB Buyer to enforce its reasonable best efforts rights against the Financing Sources; or (E) impose obligations on Seller and its Affiliates; (ii) satisfying, or causing its Representatives to satisfy, as promptly as practicable and on a timely basis all conditions to the Debt Financing contemplated by the Debt Commitment Letter and Debt Financing Documents relating thereto (including by paying any commitment, engagement or placement or other fees that become due and payable under or with respect to the Debt Commitment Letter or Debt Financing Documents); (iii) accepting (and complying with) to the fullest extent all "market flex" provisions contemplated by the Debt Commitment Letter and the Debt Financing Documents; (iv) obtaining all rating agency approvals necessary to obtain the Debt Financing; (v) enforcing its rights under the Debt Commitment Letter and Debt Financing Documents in the event of a breach by the Financing Sources under the Debt Commitment Letter and Debt Financing Documents relating thereto; and (vi) causing the Financing Sources and any other Persons providing Debt Financing to fund the Debt Financing in immediately available funds at the time the Closing is required to occur pursuant to the terms and conditions hereof. (c) IDB Buyer shall not agree to or permit any amendment, supplement or other modification or replacement of, or grant any waiver of any condition, remedy or other provision under, the Debt Commitment Letter or the Debt Financing Documents without the prior written consent of Seller if such amendment, supplement, modification, replacement or waiver would or would reasonably be expected to (i) maintain reduce the aggregate amount of the Debt Financing (including by changing the amount of fees or original issue discount contemplated by the Debt Commitment Letter other than, solely with respect to original issue discount, as expressly set forth therein unless after giving effect to the maximum amount of any such deduction, the aggregate net proceeds from the Debt Financing are and will be sufficient in effect amount to provide IDB Buyer with the funds necessary to consummate the transactions contemplated hereby and to satisfy its obligations under this Agreement, including to pay the Purchase Price, and to pay all fees, costs and expenses to be paid by IDB Buyer related to the transactions contemplated by this Agreement, including such fees and expenses relating to the Debt Financing), from that contemplated by the Debt Commitment LetterLetter delivered as of the date hereof, (ii) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt or funding of the Debt Financing in a manner adverse to Seller or IDB Buyer, (iii) make it less likely that the Debt Financing would be funded (including by making the conditions to obtaining the Debt Financing less likely to occur) or otherwise prevent or delay or impair the ability or likelihood of IDB Buyer to timely consummate the transactions contemplated by this Agreement, (iv) adversely impact the ability of IDB Buyer to enforce its rights against the other parties to the Debt Commitment Letter or (v) otherwise contravene the limitations set forth in Section 5.16(b)(i)(A)-(E). IDB Buyer shall not agree to the withdrawal, repudiation, termination or rescission of the Debt Commitment Letter or Debt Financing Documents or any provision thereof without the prior written consent of Seller. Upon any amendment, supplement or modification of the Debt Commitment Letter in accordance with this Section 5.16(c), IDB Buyer shall deliver a copy thereof to Seller and references herein to "Debt Commitment Letter" shall include such documents as amended, supplemented or modified in compliance with this Section 5.16(c) and references to "Debt Financing" shall include the financing contemplated by the Debt Commitment Letter as amended, supplemented or modified in compliance with this Section 5.16 and the financing contemplated by the Debt Financing Documents entered into in compliance with this Section 5.16, as applicable. (d) In the event that all or any portion of the Debt Financing becomes or could become unavailable on the terms and conditions (including any "flex" provisions) or from the sources contemplated in the Debt Commitment Letter or the Debt Financing Documents for any reason or the Debt Commitment Letter or the Debt Financing Documents shall be withdrawn, repudiated, terminated or rescinded for any reason (but without limiting the obligations of IDB Buyer in the penultimate sentence of Section 5.16(c) and in Section 5.16(b)(v) ), (i) IDB Buyer shall immediately so notify Seller and (ii) IDB Buyer shall arrange and obtain, as promptly as practicable following the occurrence of such event (and in any event no later than the Closing Date), and shall negotiate and enter into definitive agreements with respect to, alternative financing from the same or alternative sources (the "Alternative Financing") in an amount sufficient to consummate the transactions contemplated by this Agreement and pay all related fees and expenses (or replace any unavailable portion of the Debt Financing), and shall obtain a new financing commitment letter (including any associated engagement letter and related fee letter) with respect to such Alternative Financing (collectively, the "New Debt Commitment Letter"), copies of which shall be promptly provided to Seller. Notwithstanding the foregoing, no New Debt Commitment Letter may expand upon the conditions precedent or contingencies to the funding or receipt of the Debt Financing on the terms and conditions (including the flex provisions) contained in the Commitment Letter, subject to any amendments or modifications thereto permitted by Section 6.13(b), (iii) satisfy on a timely basis all conditions applicable to Purchaser or its Affiliates contained in the Commitment Letter, including the payment of any commitment, engagement or placement fees required Closing Date as a condition to the Financing and due and payable by Purchaser or its Affiliates, (iv) upon the satisfaction or waiver of such conditions, consummate the Financing on or prior to the Closing Date, including by drawing on any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection with the Financing, and (vi) comply with its obligations under the Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion of the Financing reasonably unlikely to occur in the manner or from the sources contemplated in the Commitment Letter, Purchaser shall promptly (and in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates than the terms and conditions set forth in the Debt Commitment Letter and in effect on the date hereof or otherwise include terms (including any "flex" provisions) that would not have any of the effects prohibited pursuant to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) any breach or default by Purchaser or its Affiliates of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative Financing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇, (i) permit any termination, amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions to the Financing, (B) modifies any existing conditions to the Financing in a manner that affects the consummation of all or any portion of the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the Financing, (C) adversely affects in any material respect the ability of Purchaser to enforce its rights against other parties to the Commitment Letter or the definitive agreements in respect thereof, or (D) could otherwise reasonably be expected to prevent, impede or delay in any material respect the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letter. (c) Prior to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and the Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation of documentation with respect to the pledging of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are made. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability in connection with the Financing or the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information likelihood that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04. (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.such

Financing. (a) Purchaser Each of Parent and Purchaser Parent each Merger Sub shall use its reasonable best efforts use, and shall cause their Affiliates to use, their respective Best Efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper necessary or advisable to arrange and obtain and to consummate the Financing (or any Alternative Financing) as promptly as practicable on the terms and conditions described in the Commitment Letter (including the flex provisions related thereto), subject to any amendments or modifications thereto permitted by Section 6.13(b)Financing Documents, including using its reasonable best efforts to their respective Best Efforts to: (i) maintain in effect the Commitment LetterFinancing Documents, (ii) negotiate and enter into definitive agreements with respect thereto on a timely basis (taking into account the expected timing of the Marketing Period) on the terms and conditions contained in the Commitment Letter and the Fee Letter (including any “flex” provisions contained in the Fee Letter), (iii) satisfy, or cause their Affiliates to satisfy, on a timely basis (taking into account the expected timing of the Marketing Period) (or, if deemed advisable by Parent, seek the waiver of) all conditions applicable to Parent, Merger Sub or their respective Affiliates in the Financing Documents that are within their control and (iv) consummate the Financing at or prior to the Closing, including by enforcing their respective rights under the Financing Documents (including by seeking damages or taking other enforcement actions, including seeking an order of specific performance). (b) Parent shall not agree to, or permit, any amendments, replacements, supplements or modifications to, or any waivers or assignment of commitments under, the Commitment Letter (it being understood that the exercise of any “market flex” provisions contained in the Fee Letter shall be deemed not to be any such amendment, replacement, supplement, modification, waiver or assignment) without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed); provided, that Parent shall have the right to amend, replace, supplement or otherwise modify, or waive any of its rights under the Commitment Letter, and/or substitute or add other equity or debt financing, and/or permit the parties to the Commitment Letter to assign their commitments thereunder to other equity or debt financing sources without the prior written consent of the Company if, and only if, such amendments, modifications, waivers, assignments or replacements would not: (i) reduce the aggregate amount of the Financing to an amount committed that is below the amount required, together with other financial resources of Parent and Merger Sub, including cash, cash equivalents and marketable securities of Parent and Merger Sub on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; (ii) adversely impact in any material respect the ability of Parent and/or Merger Sub to enforce their rights under the Financing Documents; (iii) amend or modify the then-existing conditions precedent to funding of the Financing in a manner that would make such conditions less likely in any material respect to be satisfied by the Closing or impose new or additional conditions precedent to funding of the Financing; (iv) otherwise be reasonably expected to prevent or materially delay or impair the ability of Parent to consummate the Merger and the other transactions contemplated by this Agreement; provided that Parent shall have the right to permit any Financing Source to assign its commitment under the Commitment Letter to other financing sources solely to the extent consistent with the other terms of this Section 6.16(b) and upon the Company’s written request, Parent shall promptly deliver to the Company copies of any amendment, replacement, supplement, modification or waiver of the Financing Documents. (c) In the event that any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter and the Fee Letter (including any “market flex” provisions that are contained therein) (other than as a result of a breach by the Company of any representation, warranty or obligation hereunder with respect to which Parent has provided written notice to the Company) and such portion is necessary to consummate the transactions contemplated by this Agreement, (i) Parent shall promptly so notify the Company and (ii) Parent and Merger Sub shall use their respective Best Efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable to (A) promptly obtain (in light of the expected timing of the Marketing Period) the Financing or such portion of the Financing from alternative sources, which may include one or more of a senior secured debt financing, an offering and sale of notes, or any other financing or offer and sale of other debt securities, or any combination thereof, in an amount sufficient, when added to any portion of the Financing that is available, to pay in cash all amounts required to be paid by Parent in connection with the transactions contemplated by this Agreement (“Alternative Financing”) and (B) promptly obtain a new debt financing commitment letter (the “Alternative Commitment Letter”) and negotiate and enter into a definitive agreement with respect thereto that provides for debt financing on terms and conditions (including conditions to draw and flex provisions) not materially less favorable than those in the Commitment Letter and the Fee Letter (including any “market flex” provisions that are contained therein), in the aggregate, to Parent and which will not result in a material delay of the consummation of the transactions contemplated by this Agreement. In such event, the term “Financing” as used in this Agreement shall be deemed to include any Alternative Financing, and the term “Commitment Letter” as used in this Agreement shall be deemed to include any Alternative Commitment Letter. (d) Prior to the Closing, Parent shall (i) give the Company prompt notice (A) upon becoming aware of any material breach of any provision of, or termination by any party thereto of the Financing Documents, (B) upon the receipt of any written communication from any Person party to the Financing Documents with respect to any threatened breach or termination thereof by such Person or (C) if it is reasonably expected that Parent or Merger Sub will not be able to obtain all or any portion of the Financing on the terms and conditions of the Financing Documents (including the flex provisions) any “market flex” provisions contained in the Commitment Fee Letter, subject ) and such portion is necessary to any amendments or modifications thereto permitted by Section 6.13(b), (iii) satisfy on a timely basis all conditions applicable to Purchaser or its Affiliates contained in the Commitment Letter, including the payment of any commitment, engagement or placement fees required as a condition to the Financing and due and payable by Purchaser or its Affiliates, (iv) upon the satisfaction or waiver of such conditions, consummate the Financing on or prior to the Closing Date, including transactions contemplated by drawing on any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection with the Financing, this Agreement and (viii) comply with its obligations under keep the Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion of Company reasonably informed, at the Financing reasonably unlikely to occur in the manner or from the sources contemplated in the Commitment Letter, Purchaser shall promptly (and in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates than the terms and conditions set forth in the Commitment Letter and that would not have any of the effects prohibited pursuant to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) any breach or default by Purchaser or its Affiliates of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon Company’s request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchasermaterial developments in Parent’s and its Affiliates’ Merger Sub’s efforts to arrange the Financing or Alternative Financing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇, (i) permit any termination, amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions to the Financing, (B) modifies any existing conditions to the Financing in a manner that affects the consummation of all or any portion of the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the Financing, (C) adversely affects in any material respect the ability of Purchaser to enforce its rights against other parties to the Commitment Letter or the definitive agreements in respect thereof, or (D) could otherwise reasonably be expected to prevent, impede or delay in any material respect the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letter. (c) Prior to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and the Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation of documentation with respect to the pledging of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are made. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability in connection with the Financing or the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04. (e) In Nothing in this Section 6.16 or any other provision of this Agreement shall require, and in no event shall Parent or Merger Sub be required to (i) seek the Financing from a source other than the Lenders or in any amount in excess of that contemplated by the Commitment Letter, (ii) amend or waive any term or condition of this Agreement, or (iii) commence any legal action or proceeding, subject to Section 9.7, against any Financing Source. (f) Each of Parent and Merger Sub acknowledges and agrees that in no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financing, Alternative Financing ) by Parent or any Affiliate or any other funds financing or financing by Purchaser or any of its Affiliates other transaction be a condition to any of PurchaserParent’s or Purchaser ParentMerger Sub’s obligations under this Agreement.

Financing. (a) Purchaser IP, Spinco and Purchaser Parent each UWWH shall use its use, and shall cause their respective Subsidiaries and Representatives and advisors 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 obtain arrange and to consummate the Spinco Financing (or any Alternative Financing) as soon as reasonably practicable after the date of this Agreement on the terms and conditions described no less favorable in the aggregate than the terms set forth in the Spinco Commitment Letter (including any market “flex” provisions) as in effect on the flex provisions related thereto)date hereof, subject to any amendments as it may be amended or modifications thereto permitted by replaced in accordance with the terms of this Section 6.13(b)8.19, including using its their respective reasonable best efforts efforts, as applicable, to (i) maintain in effect the Spinco Commitment Letter, (ii) satisfy on a timely basis (or obtain the waiver of) all conditions and covenants applicable to IP, Spinco or UWWH, as the case may be, in the Spinco Commitment Letter and such definitive documents to be entered into pursuant to the Spinco Commitment Letter, (iii) negotiate and enter into definitive agreements with respect to the Financing on thereto consistent with the terms and conditions (including the flex provisions) contained in the Spinco Commitment LetterLetter provided on the date of this Agreement (including any market “flex” provisions, subject if any) or on other terms no less favorable in the aggregate to any amendments IP, Spinco or modifications thereto permitted by Section 6.13(b)UWWH (in each case, (iii) satisfy on a timely basis all conditions applicable upon written consent of IP and UWWH to Purchaser or its Affiliates enter into such definitive agreements in the event the terms thereof are inconsistent with the terms contained in the Spinco Commitment LetterLetter delivered on the date hereof , including the payment of any commitment, engagement as it may be amended or placement fees required as a condition to the Financing and due and payable by Purchaser or its Affiliatesreplaced in accordance with this Section 8.19), (iv) upon in the satisfaction or waiver case of such conditionsSpinco, consummate comply with its obligations and, in the Financing on or prior case of IP and UWWH, cooperate with Spinco to the Closing Date, including by drawing on any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection with the Financing, and (vi) enable Spinco to comply with its obligations under the Spinco Commitment Letter (including, without limitation, in the case of IP, taking such actions as necessary to cause the payment to IP of the Special Payment and in the case of UWWH, the repayment in full of the Unisource Credit Facility in connection with the consummation of the Merger) and (v) cooperate in all aspects necessary or reasonably requested by IP or UWWH in connection with the arrangement and consummation of the Spinco Financing as required by the terms of the Spinco Commitment Letter, including, without limitation, (A) participation in a reasonable number of meetings, presentations, and meetings with, and presentations to, prospective lenders and rating agencies; (B) assisting with the marketing and due diligence efforts with respect to the Spinco Financing, including the preparation of materials for rating agency presentations, bank information memoranda, lender presentations and other customary marketing materials, including execution and delivery of customary authorization letters (by each of the Persons required by the Lenders to deliver such letters), in each case consistent with the terms required by the Spinco Commitment Letter in connection therewith; (C) furnishing financial and other information regarding UWWH, Spinco and their respective Subsidiaries, as required by the Spinco Commitment Letter (all such information in this clause (C), the “Required Information”); (D) using their reasonable best efforts to obtaining legal opinions, appraisals, surveys, title insurance and other documentation and items relating to the Spinco Financing as required by the Spinco Commitment Letter; (E) executing and delivering any pledge and security documents, other definitive financing documents, or other certificates, mortgages, documents and instruments relating to guarantees, or documents, in each case as and when required by the Spinco Commitment Letter (including a certificate of the Chief Financial Officer (or officer of equivalent duties) of Spinco or any Subsidiary with respect to solvency matters (which certificate shall be in the form attached to the Spinco Commitment Letter), all back-up and supporting information, as may be reasonably required by the person signing such certificate to support the conclusions set forth therein) and otherwise facilitating the pledging of collateral and providing of guarantees contemplated by the Spinco Commitment Letter (including cooperation in connection with the pay-off of existing Indebtedness and the release of related liens); (F) using their reasonable best efforts in taking all reasonable actions necessary to (I) permit the prospective persons involved in the Spinco Financing to evaluate UWWH, Spinco and their respective Subsidiaries, including Spinco’s and UWWH’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements and (II) establish bank and other accounts, blocked account agreements and lock box arrangements in connection with the foregoing as required by the terms of the Spinco Commitment Letter, provided that no such arrangement or agreement shall become effective prior to the Closing Date; (G) using reasonable best efforts to obtain waivers, consents, estoppels and approvals from other parties to material leases, Encumbrances and Contracts to which any Subsidiary of Spinco or UWWH is a party, in each case to the extent required by the terms of the Spinco Commitment Letter; (H) furnishing all documentation and other information concerning such Person under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, and (I) using reasonable best efforts to cooperate with the lenders in their efforts to benefit from the existing lending relationships of IP, Spinco or UWWH; provided, however, that nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of IP, Spinco or UWWH or any of their respective Subsidiaries; provided, further, that for the avoidance of doubt, nothing set forth in this Section 8.19 shall require IP, Spinco or UWWH or any of their respective Subsidiaries to enter into any documentation prior to the Closing Date (other than an authorization letter pursuant to clause (iv)(B) above) or deliver any financial statements except as expressly contemplated by the Spinco Commitment Letter provided on the date of this Agreement. IP, Spinco and UWWH will update any such Required Information in order to ensure that 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 materially misleading, as and to the extent required by the terms of the Spinco Commitment Letter. If Purchaser Each of Spinco and UWWH hereby consents to the use of its and its Subsidiaries’ logos in connection with the Spinco Financing provided that such logos are used solely in a manner that is not intended to or Purchaser Parent becomes aware reasonably likely to harm or disparage it or its reputation or goodwill or any of any its intellectual property rights. (b) In the event or circumstance that makes procurement of any portion of the Spinco Financing reasonably unlikely to occur in becomes unavailable on the manner or from the sources terms and conditions contemplated in the Spinco Commitment LetterLetter provided on the date of this Agreement (including any market “flex” provisions), Purchaser shall promptly IP and Spinco (unless the unavailability of the Spinco Financing is a result of the failure of UWWH to comply with Section 8.19(a)) and in any event within two UWWH (2unless the unavailability of the Spinco Financing is a result of the failure of IP or Spinco to comply with Section 8.19(a)) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use its their reasonable best efforts to arrange obtain alternative financing from the same or alternative sources in an amount sufficient to consummate the transactions contemplated by this Agreement and the other Transaction Agreements as promptly as practicable following the occurrence of such event. The terms of any such portion from alternative sources on terms and conditions not materially financing shall be no less favorable in the aggregate to Purchaser Spinco and its Affiliates Subsidiaries and UWWH than the terms and conditions set forth in of the Spinco Commitment Letter in effect on the date hereof unless otherwise agreed by IP and UWWH (it being understood and agreed that would not have any whether such alternative financing is more or less restrictive with respect to payments under the Tax Receivables Agreement than the terms of the effects prohibited pursuant Spinco Commitment Letter in effect on the date hereof shall not be taken into account for purposes of determining whether the terms of such alternative financing are less favorable to amendment by Section 6.13(b) (such financingSpinco, the “Alternative Financing”its Subsidiaries and UWWH). Purchaser IP, Spinco and UWWH shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice use their respective reasonable best efforts to cause the terms of (1) any breach or default by Purchaser or its Affiliates such alternative financing to be no more restrictive with respect to payments under the Tax Receivable Agreement than the terms of the Spinco Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of Letter in effect on the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative Financingdate hereof. (bc) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent Spinco shall not, without the prior written consent of ▇▇▇▇▇▇IP and UWWH, (i) permit terminate any terminationSpinco Commitment Letter, unless such Spinco Commitment Letter is replaced by a substitute commitment letter that would be permitted under the following clause (c)(ii) if it were an amendment to the Spinco Commitment Letter, (ii) consent to any amendment or modification to, or any waiver of any provision or remedy under, to the Spinco Commitment Letter that would change or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions add to the conditions precedent, delay or prevent the funding under the Spinco Financing, (B) modifies any existing conditions be more restrictive with respect to payments under the Financing in a manner that affects the consummation of all Tax Receivable Agreement or any portion of the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the Financing, (C) otherwise adversely affects affect in any material respect those terms set forth in the ability Spinco Commitment Letter provided on the date of Purchaser this Agreement or result in terms less favorable in the aggregate to enforce its rights against other parties IP, Spinco or UWWH or (iii) enter into any definitive documentation with respect to the Spinco Financing in the event the terms thereof are inconsistent with the terms contained in the Spinco Commitment Letter delivered on the date hereof, as it may be amended or replaced in accordance with Section 8.19. In the definitive agreements event that Spinco enters into a substitute commitment letter pursuant to this Section 8.19(b), references in respect thereof, or (D) could otherwise reasonably this Agreement to the Spinco Commitment Letter shall be expected deemed to prevent, impede or delay refer to such substitute commitment letter and references in any material respect this Agreement to the consummation of Spinco Financing shall be deemed to refer to the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt such substitute commitment letter. (cd) Prior to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance Each Party shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and the Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation of documentation with respect to the pledging of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide cause its outside auditors to Purchaser and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading participate in the light preparation of the circumstances under which such any pro forma financial statements are made. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller necessary or any of their respective Affiliates or other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability desirable for use in connection with obtaining any Indebtedness incurred under the Financing or the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04Spinco Financing. (e) In no event Each of IP, Spinco and UWWH shall use, and shall cause their respective Subsidiaries and Representatives and advisors to use, their reasonable best efforts to cooperate with each other, and assist in marketing the receipt Surviving Corporation and the Spinco Common Stock to potential investors, IP stockholders and the general investment and capital market communities, including using reasonable best efforts to (i) participate in investor meetings and (ii) take the types of action and provide the types of information described in Section 8.19(a) as are appropriate in connection with such marketing and/or as may be reasonably requested by UWWH, IP or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this AgreementSpinco.

Financing. (a) Subject to the terms and conditions of this Section 6.15, Purchaser and Purchaser Parent each 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 obtain and to consummate arrange the Financing (or any Alternative Financing) as promptly as practicable and in a timely fashion on the terms and conditions described in the Commitment Letter (including the flex provisions related thereto), subject to any amendments or modifications thereto permitted by Section 6.13(b)Documents, including using its reasonable best efforts to (ia) maintain in effect the commitment for the Financing set forth in the Commitment LetterDocuments 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, (iib) negotiate and enter into execute definitive agreements with respect to the Financing thereto on the terms and conditions contemplated by the Commitment Documents (including the any flex provisions) contained terms in the Commitment LetterDocuments) and otherwise on terms acceptable to Purchaser and its Financing Sources, subject (c) satisfy or obtain a waiver of (and cause its Affiliates to any amendments satisfy or modifications thereto permitted by Section 6.13(bobtain such waiver), (iii) satisfy on a timely basis basis, all conditions applicable to Purchaser or and its Affiliates contained in such Commitment Documents and the Commitment Letter, including the payment of any commitment, engagement or placement fees required as a condition to the Financing and due and payable by Purchaser definitive agreements related thereto that are within its or its Affiliates’ control, (ivd) upon in the satisfaction event that all conditions to the commitment of any counterparty to the Commitment Documents providing such Financing have been satisfied (or waiver of such conditionswaived, as applicable), consummate the Financing on or prior to the Closing 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 (i) reduces the aggregate amount of the Financing (including by drawing 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 any interim the terms set forth in this Agreement, (ii) amends the existing, or bridge financing facilities contemplated therebyimposes 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) obtain such third-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 consents as may be reasonably required in connection with to any of the Commitment Documents or definitive documents related to the Financing, and (viii) comply with of its obligations under 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 LetterDocuments 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 Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion of the Financing reasonably unlikely to occur in becomes unavailable on the manner or from the sources terms and conditions (including any applicable market flex provisions) contemplated in by the Commitment LetterDocuments and alternative financing (so long as the terms thereof are of the type that would not constitute 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 in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and Purchaser shall use its reasonable best efforts to arrange as promptly as practicable any such portion and obtain in replacement thereof, and negotiate and enter into definitive agreements with respect to, alternative financing from alternative sources on in an amount sufficient to consummate the Transactions with terms and conditions (including market flex provisions) not materially less favorable in the aggregate favorable, taken as a whole, to Purchaser and its Affiliates than the terms and conditions set forth in the Commitment Letter and that would not have any Documents, as promptly as practicable following the occurrence of such event but no later than the final day of the effects prohibited pursuant Marketing Period; provided, that in no event will the reasonable best efforts of Purchaser be deemed or construed to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). require Purchaser shall to (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice pay fees materially in excess of (1) any breach or default by Purchaser or its Affiliates of those contained in the Commitment LetterDocuments (including the market flex provisions) or agree to "market flex" terms, Alternative Financing materially less favorable to Purchaser than the corresponding market flex terms contained in or definitive financing agreements related thereto, (2) any known breach or default contemplated by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing Documents or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed enter into any alternative financing terms the terms of which are materially less favorable to Purchaser than the status of Purchaser’s and its Affiliates’ efforts to arrange terms contained in the Financing or Alternative FinancingCommitment Documents on the date hereof (taken as a whole). (b) Notwithstanding anything to the contrary contained in this Section 6.15 or in any other provision of this Agreement, in no event shall Purchaser and Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇, (i) permit be required to amend or waive any termination, amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions to the Financing, (B) modifies any existing conditions to the Financing in a manner that affects the consummation of all or any portion of the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the Financing, (C) adversely affects in any material respect the ability of Purchaser to enforce its rights against other parties to the Commitment Letter terms or the definitive agreements in respect thereof, or (D) could otherwise reasonably be expected to prevent, impede or delay in any material respect the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letterconditions hereof. (c) Prior Subject, in each case, to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with rights of the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related parties to the Financing or Commitment Documents under the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser terms thereof and the Financing Sources in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and the Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation of definitive documentation with respect to the pledging Financing, none of collateralthe parties hereto in their capacities hereunder shall have any rights or claims against any Financing Source in connection with this Agreement, if applicablethe Commitment Documents, the Financing, the definitive documentation in connection thereto or any of the transactions contemplated thereby, and, without prejudice to the 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 have any rights or claims 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 additionfurtherance and not in limitation of the foregoing waiver, it is acknowledged and agreed that no Financing Sources shall have any liability for any claims or damages to any Seller will use or any of its reasonable best efforts to provide to Purchaser and Subsidiaries in connection with this Agreement, the Commitment Documents, the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business transactions contemplated hereby or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are madethereby. (d) Notwithstanding anything in Section 10.10 to the foregoingcontrary, each of the parties hereto agrees that it will not bring or support any action (iwhether at law, in equity, in contract, in tort or otherwise) none of ▇▇▇▇▇▇, Seller against any Financing Sources or any of their respective Affiliates other Persons that have committed to provide or other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability otherwise entered into agreements in connection with the Financing or the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) financings in connection with the cooperation transactions contemplated hereby in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or in any way relating to the Commitment Documents or the performance thereof, in any forum other than the Supreme Court of the 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 Southern District of New York in the County of New York (and appellate courts thereof). The provisions of this Section 6.13(d6.15(d) and shall indemnify and hold harmless ▇▇▇▇▇▇be enforceable by each Financing Source, Seller its Affiliates and their respective Affiliates from successors and against any and all Liabilities incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04permitted assigns. (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.

Financing. (ai) Purchaser Subject to Section 6.9(a)(iii), Parent and Purchaser Parent each Merger Sub shall use its reasonable best efforts to take, or cause to be taken, as promptly as practicable after the date hereof but taking into effect the provisions of Section 2.2, all actions actions, and to do, or cause to be done, all things necessarynecessary to arrange, proper or advisable to obtain and to consummate the Financing (or any Alternative Financing) on the terms and conditions described in the Commitment Letter (including the flex provisions related thereto)and, subject to any amendments or modifications thereto permitted by Section 6.13(b), including using its reasonable best efforts to (i) maintain in effect the Commitment Letter, (ii) negotiate and enter into definitive agreements with respect to the Financing on the terms and conditions (including the flex provisions) contained in the Commitment Letter, subject to any amendments or modifications thereto permitted by Section 6.13(b), (iii) satisfy on a timely basis all conditions applicable to Purchaser or its Affiliates contained in the Commitment Letter, including the payment of any commitment, engagement or placement fees required as a condition to the Financing and due and payable by Purchaser or its Affiliates, (iv) upon the satisfaction or waiver of such conditions, consummate the Financing on or prior to the Closing Date, consummate (x) the Debt Financing on the terms and conditions described in or contemplated by the Debt Commitment Letter (including by drawing complying with any request requiring the exercise of so-called “market flex” provisions in the fee letter) and (y) if applicable, any Permanent Financing on any interim or bridge financing facilities the terms and conditions contemplated thereby, including using reasonable best efforts to (vA) obtain such third-party consents as may be reasonably required (I) maintain in connection with effect the FinancingDebt Commitment Letter (subject to the provisions of Section 6.9(a)(iii)) and to consummate the Debt Financing and, if applicable, any Permanent Financing at or prior to the Closing and (viII) comply with its their obligations under the Debt Commitment Letter. If Purchaser Letter and the Definitive Financing Agreements and enforce their rights under the Debt Commitment Letter and the Definitive Financing Agreements and (B) subject to the provisions of Section 6.9(a)(iii), negotiate, enter into and deliver definitive agreements with respect to (x) the Debt Financing reflecting the terms contained in the Debt Commitment Letter (including any “market flex” provisions applicable thereto) or Purchaser on terms that, taken as a whole, are no less favorable in the aggregate to Parent becomes aware of than the terms contained in the Debt Commitment Letter (including any event “market flex” provisions applicable thereto) or circumstance that makes procurement of (y) if applicable, any portion Permanent Financing or the terms and conditions contemplated thereby, in each case, which terms shall not in any respect expand on the conditions to the funding of the Financing reasonably unlikely at the Closing or reduce the aggregate amount of the Financing available to occur be funded at the Closing below the amount required to fund the Required Payments (any such definitive agreement, the “Definitive Financing Agreements”). Upon written request, Parent shall inform the Company of the status of Parent’s efforts to obtain the Debt Financing and, if applicable, any Permanent Financing in the manner or reasonable detail and shall promptly respond to any written request from the sources contemplated in Company concerning such status. Parent agrees to notify the Commitment LetterCompany promptly, Purchaser shall promptly (and in any event within two (2) Business Days, after Parent has knowledge thereof, if at any time prior to the Closing Date (x) notify ▇▇▇▇▇▇ the Debt Commitment Letter or any of the commitments with respect to the Debt Financing thereunder or any Definitive Financing Agreement entered into in replacement of all or a portion of the Debt Financing contemplated by the Debt Commitment Letter or in connection with any Permanent Financing, as applicable, shall expire or be terminated (except, in the case of the Debt Commitment Letter only, in accordance with the terms of Section 6.9(a)(iii)), (y) for any reason, all or a portion of the Financing under the Debt Commitment Letter or under any Definitive Financing Agreement entered into in replacement of all or a portion of the Debt Financing contemplated by the Debt Commitment Letter or in connection with any Permanent Financing becomes unavailable (except in accordance with the terms of Section 6.9(a)(iii)) or (z) any Debt Financing Source or any other Person that is a party to the Debt Commitment Letter or any Definitive Financing Agreements breaches, defaults or repudiates the Debt Commitment Letter or such Definitive Financing Agreement and Seller which breach, default or repudiation would reasonably be expected to adversely affect the conditionality, timing, availability or amount of the Financing necessary to fund the Required Payments. To the extent that Parent reasonably believes in good faith that it will not have funds available that are sufficient to enable it to make the Required Payments or if Parent otherwise becomes aware that any portion of the Financing has become unavailable under the Debt Commitment Letter or under the Definitive Financing Agreements, except in accordance with the terms of Section 6.9(a)(iii) (and Parent shall not agree or consent to such Debt Financing becoming unavailable except as permitted under Section 6.9(a)(iii)), Parent shall use its reasonable best efforts to arrange to, as promptly as practicable any following the occurrence of such portion event, take, or cause to be taken, all actions necessary to arrange and obtain alternative financing from the same or alternative sources on terms and (A) with conditions to the funding of such alternative financing not materially less favorable more onerous, when taken as a whole, than those conditions contained in the aggregate to Purchaser and its Affiliates than the terms and conditions set forth in the Debt Commitment Letter and that would not have any as of the effects prohibited pursuant date of this Agreement) and (B) in an amount sufficient (when taken together with the proceeds of any other financing that has already been obtained in accordance with Section 6.9(a)(iii)) to amendment by Section 6.13(b) pay the Required Payments (such alternative financing, the “Alternative Financing”); provided that, Parent shall have no obligation to pay any fees in excess of what it was obligated to pay under the original Debt Commitment Letter nor obtain Financing on terms (including with respect to interest rates) materially worse than the terms contained in the original Debt Commitment Letter as in effect on the date of this Agreement. Purchaser Parent shall (A) give ▇▇▇▇▇▇ promptly deliver to the Company true and Seller prompt oral complete copies of all agreements pursuant to which any such alternative source shall have committed to provide Parent and written notice of (1) Merger Sub with any breach or default by Purchaser or its Affiliates portion of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of necessary to fund the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative FinancingRequired Payments. (bii) Notwithstanding anything In the event the Debt Financing (or any Permanent Financing or Equity Financing) or any portion thereof is funded in advance of the Closing Date, then Parent, Merger Sub or any other applicable subsidiary thereof shall keep and maintain the availability at all times prior to the contrary in Closing Date the proceeds of the Debt Financing (or any Permanent Financing or Equity Financing) solely for the purpose of funding the transactions contemplated by this Agreement, Purchaser and Purchaser including the Required Payments; provided that if the terms of the Debt Financing (or any Permanent Financing or Equity Financing) require the proceeds of the Debt Financing (or any Permanent Financing or Equity Financing) to be held in escrow (or similar arrangement) pending the consummation of the transactions contemplated under this Agreement, then such proceeds may be held in escrow, so long as the conditions to the release of such funds are no more onerous to Parent than the conditions to borrowing of the Debt Financing contemplated by the Debt Commitment Letter. (iii) Except as otherwise provided in this Section 6.9(a)(iii), neither Parent nor Merger Sub shall notagree to or permit any amendment, supplement, modification, termination or reduction of, or grant any waiver of, any condition, remedy or other provision under the Debt Commitment Letter or any Definitive Financing Agreement without the prior written consent of ▇▇▇▇▇▇, (i) permit any termination, amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters Company if such terminationamendment, amendmentsupplement, modification, termination, reduction or waiver would or remedy would reasonably be expected to (A) adds new conditions to delay or prevent the FinancingClosing, (B) modifies impose new or additional conditions or otherwise expand any existing of the conditions to the Financing in a manner that affects the consummation of all or any portion funding of the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the Debt Financing, (C) adversely affects in any material respect impact the ability of Purchaser Parent or Merger Sub to obtain the Financing or (D) adversely impact the ability of Parent or Merger Sub to enforce its rights against the other parties to the Commitment Letter or the definitive agreements in respect thereof, or (D) could otherwise reasonably be expected to prevent, impede or delay in any material respect the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Debt Commitment Letter or any Alternative Definitive Financing contemplated by any new debt commitment letter. (cAgreement; provided that, notwithstanding anything in this Section 6.9(a) Prior to the Closingcontrary, Seller Parent or Merger Sub may (w) amend, supplement or modify the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement, (x) enter into other debt financing arrangements and ▇▇▇▇▇▇ shallthereby reduce all or a portion of the aggregate amount of the Debt Financing by the amount of, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financingamount of any commitment (but not for the avoidance of doubt pursuant to revolving credit or other working capital facilities, other than with respect to amounts actually drawn thereunder on the Closing Date and immediately funded in accordance with this Agreement to make the Required Payments) for, any such debt financing so long as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources in the preparation of conditions to funding under such debt financing arrangements satisfy clauses (A) through (D) above (as determined by Parent in good faith) (any such debt financing, a customary offering document“Permanent Financing” and, private placement memorandum and/or bank information memorandum and similar marketing documents for together with the Financing or the Alternative Debt Financing, as applicablethe “Financing”), (y) reduce and/or replace the aggregate amount of the Debt Financing by the net proceeds raised by Parent and/or any of its Subsidiaries through any Equity Financing and (Bz) materials for rating agency presentations, (iii) furnishing Purchaser and reduce and/or replace the Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation of documentation with respect to the pledging of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light aggregate amount of the circumstances under which Debt Financing by the amount of net proceeds from any sale or other disposition of any assets or property thereof (“Asset Sales”) received at or prior to such statements are made. (dreduction or replacement. Upon any amendment, supplement, modification, termination, reduction or waiver of the Debt Commitment Letter in accordance with this Section 6.9(a)(iii) Notwithstanding or any replacement of the foregoingDebt Commitment Letter otherwise in accordance with Section 6.9(a)(i), (i) none of ▇▇▇▇▇▇references herein to “Debt Commitment Letter” shall include such document as amended, Seller supplemented, modified, terminated, reduced or any of their respective Affiliates or other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability waived in connection compliance with the Financing or the cooperation contemplated by this Section 6.13(d), 6.9(a)(iii) or replaced otherwise in accordance with Section 6.9(a)(i) and (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives references to “Debt Financing” shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in include the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation financing contemplated by the Debt Commitment Letter as amended, supplemented, modified or waived in compliance with this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.046.9(a). (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.

Financing. (a) Purchaser The Buyer and Purchaser Parent each shall the Acquisition Sub will use its reasonable their 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 obtain and to consummate the Financing (or any Alternative proceeds of the Financing) on the terms and conditions described in the Commitment Letter (including the flex provisions related thereto), subject to any amendments or modifications thereto permitted by Section 6.13(b), including using its reasonable their best efforts to (iA) consummate the Financing contemplated by the Commitment Letters at such time as all conditions set forth in Section 7.1 are satisfied (except for those requiring delivery of a certificate evidencing certain matters), (B) maintain in effect the effectiveness of the Commitment LetterLetters (and the term sheets and fee letters related thereto) in accordance with their respective terms, other than such amendments or modifications as would not reasonably be expected to impair the Buyer and the Acquisition Sub’s ability to consummate the transactions contemplated hereby, (iiC) negotiate and enter into definitive agreements with respect to the Financing on contemplated by the Commitment Letters consistent with the terms and conditions contained therein, and (including the flex provisions) contained in the Commitment Letter, subject to any amendments or modifications thereto permitted by Section 6.13(b), (iiiD) satisfy on a timely basis all conditions applicable precedent to Purchaser or its Affiliates contained funding in such definitive agreements and in the Commitment Letters (and the term sheets and fee letters related thereto); provided that, notwithstanding the foregoing, the Buyer may terminate, or allow the termination of, the Debt Commitment Letter, including if prior thereto or substantially concurrently therewith the payment Buyer enters into a replacement commitment letter that contains no conditions precedent to funding thereunder beyond (or materially and adversely modified from) those in the Debt Commitment Letter, and provides for financing in an amount that, when taken together with the amount of any commitmentequity provided under the Equity Commitment Letter, engagement or placement fees required as a condition to is not less than that provided for in the Financing and due and payable by Purchaser or its Affiliatesas of the date of this Agreement. For the avoidance of doubt, (iv) upon the satisfaction or waiver of such conditions, consummate the Financing on or prior to the Closing Date, including by drawing on any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection with the Financing, and (vi) comply with its obligations under the Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion occurrence of the Financing reasonably unlikely to occur in and/or the manner or from the sources contemplated in the Commitment Letter, Purchaser shall promptly (and in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates than the terms and conditions set forth in the Commitment Letter and that would not have any Buyer’s receipt of the effects prohibited pursuant proceeds thereof shall not be a condition precedent to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) any breach or default by Purchaser or its Affiliates obligations of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of Buyer and the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of Acquisition Sub to effect the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative FinancingMerger. (b) Notwithstanding anything The Company will use commercially reasonable efforts to assist and cooperate with the contrary Buyer and the Acquisition Sub in this Agreement, Purchaser and Purchaser Parent shall not, without connection with their efforts to obtain the prior written consent of ▇▇▇▇▇▇, (i) permit any termination, amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions to the Financing, (B) modifies any existing conditions to the Financing in a manner that affects the consummation of all or any portion of the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount proceeds of the Financing, (C) adversely affects in any material respect the ability of Purchaser including but not limited to enforce its rights against other parties using commercially reasonable efforts to provide information relating to the Commitment Letter or the definitive agreements in respect thereof, or (D) could otherwise reasonably be expected to prevent, impede or delay in any material respect the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letter. (c) Prior to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is Company reasonably requested by Purchaser the financial institution or institutions providing the Financing, using commercially reasonable efforts to make representatives of and advisors to the Company reasonably available in connection with syndication efforts regarding the Financing, and using commercially reasonable efforts to execute and deliver, and cause the Company’s Subsidiaries and its and their officers, to execute and deliver, customary certificates and other documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the Debt Financing as may be reasonably requested by the Buyer in connection with the Financing (provided Debt Financing; provided, however, that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and the Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation of documentation with respect to the pledging of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light no obligation of the circumstances under which such statements are made. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller Company or any of their respective Affiliates the Company’s Subsidiaries under any such certificate, document or other Representatives shall instrument will be effective until the Effective Time and none of the Company or any of its Subsidiaries will be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification fee or incur any other expense or Liability liability in connection with the Debt Financing or the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04Effective Time. (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.

Financing. (a) Purchaser Each of Parent and Purchaser Parent each 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, proper or advisable to consummate and obtain and to consummate the Financing (or any Alternative Financing) on the terms and conditions described in the Commitment Letter (including the flex provisions related thereto), subject to any amendments or modifications thereto permitted by Section 6.13(b), including using its reasonable best efforts to (i) maintain in effect the Commitment Letter, (ii) negotiate and enter into definitive agreements with respect to the Financing on the terms and conditions (including the flex provisions) contained set forth in the Commitment Letter, subject to Financing Agreements and any amendments or modifications thereto permitted by Section 6.13(brelated Fee Letter (taking into account the anticipated timing of the Marketing Period), (iii) satisfy on a timely basis all conditions applicable to Purchaser or its Affiliates contained in the Commitment Letter, including the payment of any commitment, engagement or placement fees required as a condition to the Financing and due and payable by Purchaser or its Affiliates, (iv) upon the satisfaction or waiver of such conditions, consummate the Financing on or prior to the Closing Date, including by drawing on any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection with the Financing, and (vi) comply with its obligations under the Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion of the Financing reasonably unlikely to occur in the manner or from the sources contemplated in the Commitment Letter, Purchaser shall promptly (and in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use its using reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions not materially less favorable seek to enforce (including through litigation) its rights under the Debt Commitment Letter in the aggregate to Purchaser and its Affiliates than event of a material breach thereof by the terms and conditions set forth in the Commitment Letter and that would not have any of the effects prohibited pursuant to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) any breach or default by Purchaser or its Affiliates of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related theretosources thereunder, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative Financing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇, (i) not permit any termination, amendment or modification to be made to, or consent to any waiver of any provision or remedy under, the Commitment Letter Financing Agreements or any related Fee Letters Letter, if such termination, amendment, modificationmodification 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, waiver (ii) imposes new or remedy (A) adds new additional conditions or otherwise expands, amends or modifies any of the conditions to the Financing, (B) modifies any existing conditions to 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 affects would reasonably be expected to (x) delay or prevent the consummation of all Offer Closing or any portion the Merger Closing Date or (y) make the timely funding of the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount or satisfaction of the Financing, conditions to obtaining the Financing less likely to occur or (Cv) adversely affects in any material respect impact the ability of Purchaser 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 or 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) ‘‘Financing” shall include the definitive agreements in respect thereof, or (D) could otherwise reasonably be expected to prevent, impede or delay in any material respect the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter Financing Agreements as amended or any Alternative Financing contemplated by any new debt commitment letter. (c) Prior to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser modified in connection compliance with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliatesthis Section 7.08(a). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and the “Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation of documentation Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in compliance with respect to the pledging of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are made. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability in connection with the Financing or the cooperation contemplated by this Section 6.13(d7.08(a), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04. (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.[...]

Financing. (a) Purchaser Buyer shall, and Purchaser Parent each shall cause its applicable Affiliates party to the Financing Commitments to, use its reasonable best efforts to take, or cause to be taken, all actions and to appropriate action, do, or cause to be done, all things necessary, proper or advisable to obtain and to consummate the Financing (or any Alternative Financing) as promptly as reasonably practicable on the terms (including, with respect to the Debt Financing, the “market flex” provisions) and subject only to the conditions described contained in the Commitment Letter (including Financing Commitments and in Sections 5.01 and 5.02 herein, and completion of the flex provisions related thereto), subject to any amendments or modifications thereto permitted by Section 6.13(b)Marketing Period, including using its reasonable best efforts to (i) maintain in effect the Commitment Letter, (ii) negotiate and enter into definitive agreements with respect to the Financing on the terms and conditions (including including, with respect to the flex Debt Financing, the “market flex” provisions) and subject only to the conditions contained in the Commitment LetterFinancing Commitments or on other terms acceptable to Buyer, subject so long as such definitive agreements (A) do not contain any additional or modified conditions or other contingencies to any amendments or modifications thereto permitted by Section 6.13(bthe funding of the Financing than those contained in the Financing Commitments as of the date of this Agreement and (B) do not reduce the aggregate amount of the Debt Financing set forth in the Financing Commitments as of the date of this Agreement, unless (1) in case of this clause (B), replaced with an amount of new debt or equity financing on conditions no less favorable to Seller than the terms set forth in the Debt Financing Commitment or the Equity Financing Commitment, as applicable, as of the date hereof and (iii2) satisfy in case of the foregoing clauses (A) and (B), such agreements are not reasonably likely to impair or delay the funding of the Financing or the Closing, (ii) satisfy, and cause its Affiliates to satisfy, on a timely basis (after giving effect to the entire period of the Marketing Period) all conditions applicable to Purchaser Buyer or its Affiliates contained in the Commitment Letter, including the payment of any commitment, engagement or placement fees required as a condition to the Financing Commitments and due and payable by Purchaser or its Affiliates, (iviii) upon the satisfaction or waiver of such conditions, consummate the Financing on or prior to at the Closing Date, including by drawing on any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection with the Financing, and (vi) comply with its obligations under the Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion of the Financing reasonably unlikely to occur in the manner or from the sources contemplated in the Commitment Letter, Purchaser shall promptly (and in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates than the terms and conditions set forth in the Commitment Letter and that would not have any of the effects prohibited pursuant to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) any breach or default by Purchaser or its Affiliates of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative FinancingClosing. (b) Notwithstanding For the avoidance of doubt and notwithstanding anything to the contrary in this AgreementSection 6.05, Purchaser Buyer acknowledges and Purchaser Parent agrees that its obligation to consummate the Transactions on the terms and subject to the conditions set forth herein are not conditioned upon the availability or consummation of the Financing, the availability of any replacement commitments or receipt of the proceeds therefrom. (c) Buyer shall notnot agree to or permit any amendment, supplement or other modification of, or waive any of its rights under, any Financing Commitments or the definitive agreements relating to the Financing without Seller’s prior written consent, which consent shall not be unreasonably withheld; provided that Buyer may amend, supplement or modify the Financing Commitments or the definitive agreements relating to the Financing without Seller’s prior written consent of ▇▇▇▇▇▇if such amendment, supplement or modification would not: (i) permit reduce the aggregate amount of the Financing set forth in the Financing Commitments as of the date of this Agreement, (ii) contain any terminationadditional or modified conditions or other contingencies to the funding of the applicable Financing than those contained in the applicable Financing Commitments as of the date of this Agreement or (iii) modify in a manner adverse to Buyer or its Affiliates party thereto, amendment or modification to, or any waiver of any provision or remedy underas applicable, the Commitment Letter conditions to the funding, enforceability, availability or Fee Letters if such terminationtermination of the Financing, amendmentin any case under the foregoing clauses (i), modification(ii) and (iii), waiver that would make the impairment or remedy delay of the funding of the Financing or the Closing reasonably likely. It is agreed and understood that, notwithstanding anything herein to the contrary, the Buyer may (A) adds new conditions amend the Financing Commitments to add lenders, lead arrangers, bookrunners, agents, syndication agents, documentation agents, investors, or similar entities who had not executed the Financing, Financing Commitments as of the date of this Agreement in accordance with the provisions hereof and of the Financing Commitments and (B) modifies amend or otherwise modify the Debt Financing Commitments to implement any existing conditions to the Financing in a manner that affects the consummation of all or “market flex” provisions applicable thereto. (d) If any portion of the Financing becomes unavailable on the terms and conditions (including, with respect to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the Debt Financing, (Cthe “market flex” provisions) adversely affects contained in any material respect the ability of Purchaser to enforce its rights against other parties to the Commitment Letter or the definitive agreements in respect thereof, or (D) could otherwise reasonably be expected to prevent, impede or delay in any material respect the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letter. (c) Prior to the ClosingCommitments, Seller Buyer shall promptly notify Seller, and ▇▇▇▇▇▇ Buyer shall, at Purchaser’s cost and expenseshall cause its Affiliates to, use reasonable best efforts toto obtain, as promptly as practicable following the occurrence of such event, replacement commitments on terms that will enable Buyer to consummate the Transactions; provided that such replacement commitments shall not be subject to any additional or modified conditions or other contingencies to the funding of the Financing that would, individually or in the aggregate, be reasonably likely to impair or delay the funding of the Financing or the Closing (after giving effect to the entire period of the Marketing Period). Buyer shall deliver to Seller complete and correct copies of all amendments, supplements, other modifications or agreements (including Redacted Fee Letters) pursuant to which any amended, supplemented, modified or replacement commitments shall provide Buyer (directly or indirectly through its Affiliates party thereto) with any portion of the Financing. Upon any amendment, supplement, modification or replacement of the Financing Commitments in accordance with this Section 6.05, the terms “Debt Financing”, “Debt Financing Commitment”, “Redacted Fee Letter”, “Equity Financing”, and “Equity Financing Commitment” shall be in reference to such amended, supplemented, modified or replaced commitment. (e) Seller shall, and shall cause its Subsidiaries, and shall use its commercially reasonable efforts to cause its Representatives totheir respective legal counsel and other advisors and the Transferred Company’s accountants, to use commercially reasonable efforts to provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with the arrangement of the Financing (as may be reasonably requested by Buyer; provided that (i) such requested cooperation does shall not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ Seller and their respective its Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) Seller shall not be required to provide any audited or unaudited “carve-out” financial statements of the Business other than the Financial Statements and (iii) such cooperation shall not cause any representation, warranty, covenant or other term in this Agreement to be breached or cause any closing condition set forth in Article V to fail to be satisfied), including the following actions: (i) participating in a reasonable number of meetings with the Financing Sources (and to cause the members of senior management and representatives of the Business to participate in such meetings), rating agency presentations, road shows, and due diligence sessions, and cooperating reasonably with the marketing efforts of Buyer and the Financing Sources, in each case upon reasonable notice and at mutually agreed upon dates and times; (ii) assisting Purchaser Buyer and the Financing Sources in the preparation of rating agency presentations, offering documents, bank information memoranda (including a version thereof that does not contain material non-public information), lender and investor presentations, and other similar materials for any debt or equity financing, including to cause the execution and delivery of reasonable and customary representation letters, authorization letters and solvency certificates and to furnish records, data or other information necessary to support material statistical information or claims relating to the Business appearing in the aforementioned materials; in each case in this clause (ii): (A) subject to customary confidentiality provisions and disclaimers, (B) required or customary in connection with the Financing, (C) as requested by Buyer and (D) limited to information to be contained therein with respect to the Transferred Company and its Subsidiaries; (iii) furnishing to Buyer and the Financing Sources as promptly as reasonably practicable (A) (1) the Financial Statements, (2) the audited combined balance sheet and statements of income and comprehensive income, combined statements of equity and combined statements of cash flows for the Audited Entities for each subsequent fiscal year that is ended at least ninety (90) calendar days prior to the Closing Date, (3) the unaudited combined balance sheet and related combined statements of income and comprehensive income and combined statements of cash flows of the Audited Entities for each subsequent fiscal quarter (other than the fourth fiscal quarter) after December 31, 2018 that is ended at least forty-five (45) calendar days prior to the Closing Date (including the comparable prior year period) and (4) such other historical financial information and operating data relating to the Audited Entities (excluding YES Network Holding Company, LLC) reasonably necessary to permit Buyer to complete a customary offering document, private placement of non-convertible debt securities (including information required by Regulation S-X and Regulation S-K under the Securities Act that is also of a type and form customarily included in an offering memorandum and/or bank with respect to a private placement pursuant to Rule 144A under the Securities Act for financings similar to the Debt Financing and subject to exceptions customary for such financings such as the omission of (x) Compensation Disclosure and Analysis required by Regulation S-K Item 402(b) and (y) any information memorandum required by Items 10 through 14 of Form 10-K (other than Item 13 as it relates to Item 404 of Regulation S-K)), including drafts of customary “comfort letters” for a private placement transaction from the Audited Entities’ independent accountants, reasonably requested by Buyer and similar marketing documents for the Financing or Sources in connection with the Alternative Financingarrangement, as applicablemarketing, syndication of the Financing and (B) materials such other financial or pertinent information regarding the Audited Entities as may be reasonably available to the Seller, and which is (1) reasonably requested by Buyer in connection with the preparation of a confidential information memorandum and offering documents customary for rating agency presentationsthe type of financing contemplated by the Financing Commitments as in effect on the date hereof and (2) reasonably necessary in order to consummate the Financing, including in connection with Buyer’s preparation of customary pro forma financial information (iiiexcluding any historical financial statements, which are addressed in clause (A) furnishing Purchaser and above) (all of the foregoing, the “Required Information”), all of which is Compliant; (iv) using reasonable best efforts to take such actions as are reasonably requested by Buyer or the Financing Sources to facilitate the Required Information; and satisfaction of the conditions set forth in the Financing Commitments (iv) facilitating Purchaser’s preparation of documentation including, with respect to the pledging Debt Financing, reasonably facilitating the taking of collateralcollateral contemplated by the Debt Financing Commitments) and the taking of corporate actions by the Transferred Company and its Subsidiaries; provided that any such taking of collateral or corporate actions shall be contingent upon and effective as of the Closing; (v) to the extent required in connection with the Financing, if applicable. In addition, Seller will use its reasonable best efforts requesting the Audited Entities’ independent accountants to provide reasonable assistance to Purchaser Buyer consistent with customary practices (including to provide consent to Buyer to use audit reports relating to the Financial Statements, on customary terms in connection with the Financing); (vi) executing and delivering, at and effective as of the Financing Sources Closing, such definitive financing documents and other customary closing documents, as may be required in connection with the Required Information Financing; and (vii) at least four (4) business days prior to the end of the Marketing Period, providing all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act of 2001, as amended, that has been requested in a manner writing at least eight (8) Business Days prior to the end of the Marketing Period; provided that, taken as a whole, does not contain any untrue statement notwithstanding the requirements of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are made. (d) Notwithstanding the foregoingSection 6.05(e), (i) none Seller and its Affiliates shall not be required to enter into or approve any certificate, document or agreement which will be effective prior to the Closing Date (other than customary representation letters, authorization letters and confirmations (including with respect to the absence of ▇▇▇▇▇▇the presence of material non-public information), subject to customary exclusions) or that would be inaccurate in light of the facts and circumstances at the time approved, authorized, executed or delivered, (ii) Seller or any of their respective and its Affiliates or other Representatives shall not be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification fee or incur any other expense liability (including any guarantee, indemnity, or Liability pledge) in connection with the Financing (in the case of the Transferred Company, prior to the Closing Date), (iii) nothing herein will require Seller and its Affiliates or any of their respective representatives to provide any information or take any action, the disclosure or taking of which would reasonably be expected to violate applicable Law, any fiduciary duty, any Contract, or obligation of confidentiality owing to a third party, or jeopardize the protection of the attorney-client privilege (it being agreed that the Seller shall give notice to Buyer of the fact that it is withholding such information or documents on any such basis, shall withhold only that portion of such information that is reasonably necessary to be withheld to not violate applicable Law, duty, Contract, or obligation and to preserve attorney-client privilege, and thereafter Seller shall use its reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such Law, duty, Contract, or obligation or waive attorney-client privilege) and (iv) Seller and its Affiliates and their respective representatives shall not be required to deliver any legal opinion or negative assurance letter in connection with the Financing. (f) Seller shall give Buyer notice if it becomes aware that the Required Information taken as a whole is or becomes incorrect in any material respect. From the date of this Agreement until the Closing Date, Seller hereby consents for Buyer to use the logos owned by the Business and listed on Section 6.05(f) of the Disclosure Letter, provided that such logos shall be used solely on materials reasonably necessary for the Financing and in a manner that is customary for Financings of this type and solely in a manner that does not harm or disparage the Business, the Transferred Company or any of its Affiliates or their reputation or goodwill. All non-public information regarding the Transferred Company and its Affiliates provided to any of Buyer, the Financing Sources or their respective representatives pursuant to this Section 6.05 shall be kept confidential, except for disclosure to potential lenders and investors and their respective representatives that is reasonably required in connection with the Financing or the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be that is otherwise required to provide any solvency opinion or legal opinion or other opinion of counselbe disclosed by the Buyer in connection with the Financing, or any information that wouldsubject to customary confidentiality protections to the extent applicable. (g) Buyer shall, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, promptly upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by Seller or any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) its Subsidiaries in connection with the such cooperation contemplated by under this Section 6.13(d) 6.05. Buyer and shall its Subsidiaries shall, on a joint and several basis, indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates its Subsidiaries from and against any and all costs, damages, losses, expenses, or other Liabilities suffered or incurred by any of them in connection with the arrangement of the Financing or and any information utilized in connection therewith. (h) Buyer shall keep Seller informed on a timely basis of the cooperation contemplated by this Section 6.13(d) status of the Financing and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any material developments relating to the Financing. Without limiting the generality of the foregoing, Buyer shall give Seller prompt notice of (i) any default or breach (or any event that, with or without notice, lapse of time or both, would reasonably be required expected to pass resolutions constitute a default or consents breach) by any party under the Financing Commitments or the definitive agreements relating to approve or authorize the execution Financing of which Buyer becomes aware, (ii) any termination of the Financing or execute or deliver any certificateCommitments, document, instrument or agreement that is effective prior to (iii) the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04. (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.rece

Financing. (a) Purchaser and Purchaser Parent each 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 necessarynecessary to arrange, proper or advisable to consummate and obtain and to consummate the proceeds of the Debt Financing (or any Alternative Financing) on the terms and conditions described not less favorable than those set forth in the Commitment Letter Loan Agreement Amendment on or prior to the Closing Date (including the flex provisions related thereto), subject but not limited to any amendments or modifications thereto permitted by Section 6.13(b), including using its reasonable best efforts to (i) maintain in effect the Commitment LetterLoan Agreement Amendment and the Amended Loan Agreement (as defined in the Loan Agreement Amendment), (ii) negotiate and enter into definitive agreements with respect to the Financing on the terms and conditions (including the flex provisions) contained in the Commitment Letter, subject to any amendments or modifications thereto permitted by Section 6.13(b), (iii) satisfy on a timely basis (or seek waiver of) all conditions applicable to Purchaser the Debt Financing that are within Parent’s or any of its Affiliates contained Affiliate’s control, and (iii) in the Commitment Letterevent that the conditions set forth in Article VIII have been satisfied or, including upon funding, would be satisfied or waived, draw an amount of the payment Debt Financing which, together with the cash on hand of Parent and the net proceeds of any commitmentoffering of debt securities, engagement or placement fees required as a condition is at least equal to the Required Amount. Parent shall not, without the Company’s prior written consent, amend, modify, replace, terminate or agree to any waiver under the Loan Agreement Amendment or the Amended Loan Agreement (as defined in the Loan Agreement Amendment) if such amendment, modification, replacement, termination or waiver (i) reduces the aggregate amount of the Debt Financing to an amount that, together with Parent’s cash on hand and due and payable by Purchaser the net proceeds of any offering of debt securities, would be less than the Required Amount or its Affiliates(ii) changes the conditions to obtaining the Debt Financing or adds new or additional conditions precedent to obtaining the Debt Financing, if such change would reasonably be expected to (A) materially delay or prevent the Closing, (ivB) upon make the funding of the Debt Financing (or satisfaction or waiver of such conditions, consummate the conditions to obtaining the Debt Financing on or prior to the Closing Date) materially less likely to occur or (C) materially adversely impact the ability of the Parent to enforce its rights against the other parties to the Loan Agreement Amendment, the Amended Loan Agreement (as defined in the Loan Agreement Amendment) or the definitive agreements with respect thereto; provided, however, that Parent may amend the Amended Loan Agreement to add lenders who had not executed the Loan Agreement Amendment or the Amended Loan Agreement (as defined in the Loan Agreement Amendment) as of the date hereof. Notwithstanding anything to the contrary contained in this Agreement, subject to the terms and conditions hereof, Parent shall have the right to substitute other debt or equity financing for all or any portion of the Debt Financing contemplated by the Loan Agreement Amendment from the same and/or alternative Financing Sources so long as such substitute financing is subject to funding conditions that, when taken as a whole, are not less favorable to Parent than the funding conditions set forth in the Loan Agreement Amendment and so long as such substitute financing would not adversely impact the ability of Parent to obtain the Required Amount on a timely basis. If any portion of the Debt Financing becomes unavailable on the terms and conditions or within the timing contemplated in the Loan Agreement Amendment, or the Loan Agreement Amendment or the Amended Credit Agreement (as defined in the Loan Agreement Amendment) shall be terminated or modified for any reason (but without waiving any responsibility or liability for breach by Parent of its obligations under this Agreement), then Parent shall use their reasonable best efforts to promptly and in consultation with the Company arrange to obtain alternative debt financing commitments (together with any replacements or substitutions of any of the foregoing from time to time in accordance with the terms hereof, any “Alternative Debt Financing”) from alternative lenders in an amount, when taken together with the cash on hand of Parent and the net proceeds of any offering of debt securities, not less than the Required Amount. The obligations of Parent hereunder shall apply equally to any such Alternative Debt Financing (including any new financing commitment). Upon the written 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 such Alternative Debt Financing and shall, upon request, provide true and correct copies of all documents related to any Alternative Debt Financing to the Company promptly upon their execution. The terms “Debt Financing” and “Loan Agreement Amendment” as used herein shall be deemed to include the Debt Financing or Loan Agreement Amendment, as the case may be, that is not so superseded at the time in question or that is amended, supplemented, modified, superseded or replaced in accordance with the terms hereof and any Alternative Debt Financing entered into in accordance herewith to the extent then in effect (b) Subject to Section 7.5, during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, the Company shall, and shall use reasonable best efforts to cause its Representatives to, prepare and furnish to Parent and the Financing Sources as promptly as reasonably practicable following request therefor (i) information regarding the Company and its Subsidiaries (including information to be used in the preparation of one or more information packages regarding the business, operations, financial projections and prospects of the Company and its Subsidiaries) customary for the arrangement of loans contemplated by drawing on the Debt Financing or customary for the offering and placement of debt securities, to the extent reasonably requested by Parent to assist in preparation of customary rating agency or lender presentations, bank information, offering or private placement memoranda, prospectuses and similar documents relating to such arrangement of loans or placement of debt securities and (ii) all consolidated financial statements, historical business and other financial data, and audit reports of the Company and its Subsidiaries, and any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably supplements thereto required in connection with any Alternative Debt Financing and any other information required or reasonably necessary for the preparation of customary offering or private placement memoranda or prospectuses in connection with an offering of debt securities in connection with such Alternative Debt Financing, including the Company SEC Reports; provided, that the Company SEC Reports will be deemed provided when they are timely filed with the SEC (the information referred to in clause (ii) being referred to in this Agreement as the “Required Information”). (c) Subject to Section 7.1(d), during the period commencing on the date of this Agreement and (vi) comply with its obligations under continuing until the Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion earlier to occur of the Financing reasonably unlikely termination of this Agreement pursuant to occur in Article IX and the manner or from Effective Time, the sources contemplated in the Commitment LetterCompany shall, Purchaser shall promptly (and in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use its reasonable best efforts to arrange cause its Representatives to, upon reasonable notice, provide Parent with all customary and necessary cooperation, as promptly as practicable any such portion from alternative sources on terms and conditions not materially less favorable may be reasonably requested by Parent in connection with obtaining the aggregate Debt Financing, including, without limitation, by: (i) using reasonable best efforts to Purchaser make the Company’s senior management and its Affiliates than the terms Representatives available to participate in a reasonable and conditions set forth in the Commitment Letter and that would not have any customary number of the effects prohibited pursuant to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ meetings, due diligence sessions, drafting sessions, and Seller prompt oral and written notice of (1) meetings with the Financing Sources and/or prospective lenders in connection with any breach or default by Purchaser or its Affiliates of the Commitment Letter, Alternative Debt Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon requestpresentations, otherwise keep ▇▇▇▇▇▇ road shows and Seller reasonably informed sessions with rating agencies in connection with any Alternative Debt Financing; (ii) solely in connection with any Alternative Debt Financing, assisting in the preparation of those sections of any rating agency presentations, offering memoranda, private placement memoranda, road show presentations, bank information memoranda (including, to the extent necessary, (A) an additional bank information memorandum that does not include material non-public information of the status Company or its securities within the meaning of PurchaserUnited States federal and state securities laws and (B) authorization letters), prospectuses and similar documents (including, if applicable, the delivery of one or more customary representation letters), including any supplements to the foregoing, that relate to the Company and its business, operations and prospects, in each case that are required in connection with such Alternative Debt Financing; (iii) using reasonable best efforts to obtain the consent of, and customary comfort letters (including customary “negative assurance” comfort and change period comfort) from, the Company’s past and present auditors (including by providing customary management letters and requesting legal letters to obtain such consent) if necessary or desirable for Parent’s use of the Company’s financial statements in connection with any Alternative Debt Financing; (iv) (A) assisting in the preparation of and, in connection with the Closing, executing one or more credit or other agreements, as well as any pledge and security documents, and other definitive financing documents, collateral filings or other certificates or documents as may be reasonably requested by Parent in connection with the Debt Financing and otherwise reasonably facilitating the granting and perfection of security interests in and the pledging of collateral (including the delivery of original share certificates, together with share powers executed in blank, with respect to the Company) and (B) reasonably facilitating the taking of all corporate actions by the Company with respect to entering such definitive financing documents and otherwise necessary to permit consummation of the Debt Financing in connection with the Transactions; provided that, the effectiveness of any of the foregoing ((A) and (B)) shall be subject to the occurrence of the Effective Time; (v) in connection with any Alternative Debt Financing, providing customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders (including customary 10b-5 and material non-public information representations); (vi) cooperating with customary and reasonable due diligence requests in connection with the Debt Financing; (vii) solely in connection with any Alternative Debt Financing, to the extent appropriate, using reasonable best efforts to ensure any syndication and marketing efforts benefit from the Company’s existing lending and investment banking relationships; (viii) providing at least four (4) Business Days prior to the expected Closing Date all documentation and other information about the Company and each of its Subsidiaries as is requested by the Financing Source for the Debt Financing that is required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act and the requirements of 31 C.F.R. §1010.230, to the extent reasonably requested by Parent from the Company at least seven (7) Business Days prior to the expected Closing Date; (ix) upon the request of Parent, publicly disclosing or permitting Parent to publicly disclose, in connection with any bona fide marketing activities related to any Alternative Debt Financing, any non-public business or financial information related to the Company and/or any of its Subsidiaries that Parent reasonably determines, upon the advice of counsel, to be material to an investment decision in connection with such Alternative Debt Financing and is legally required to be disclosed in any offering documents related to any Alternative Debt Financing; provided that no such disclosure shall occur without the written consent of the Company, which consent cannot be unreasonably withheld; (x) [reserved]; (xi) providing Parent prompt notice of any Required Information ceasing to be Compliant; and (xii) using reasonable efforts to permit the prospective lenders involved in the Debt Financing to evaluate the Company’s and its AffiliatesSubsidiaries’ efforts current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements to arrange the Financing or Alternative Financingextent customary and reasonable and otherwise reasonably facilitating the grant of a security interest in collateral and providing related lender protections. (bd) Notwithstanding anything to the contrary contained in this Agreement, Purchaser and Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇Agreement (including this Section 7.1), (i) permit nothing herein shall require any termination, amendment or modification to, or any waiver of any provision or remedy under, such cooperation to the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy extent it would (A) adds new conditions require the Company or any of its Representatives, as applicable, to the Financingwaive or amend any terms of this Agreement, (B) modifies any existing conditions to unreasonably disrupt the Financing in a manner that affects conduct of the consummation ongoing business or operations of all the Company or any portion of its Subsidiaries or Affiliates, as determined by the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the FinancingCompany in good faith, (C) adversely affects in require the Company to agree to pay any material respect fees, reimburse any expenses or otherwise incur any actual or potential liability or give any indemnities that are not contingent upon the ability of Purchaser to enforce its rights against other parties to the Commitment Letter Effective Time or the definitive agreements in respect thereoffor which it is not promptly reimbursed or simultaneously indemnified, or (D) could otherwise require the Company to take any action that would reasonably be expected to preventconflict with, impede or delay result in any material respect violation or breach of, or default (with or without notice or lapse of time, or both) under the consummation certificate of incorporation or bylaws of the Company, any applicable Laws, or any Contract, (E) require the Company or its Representatives to prepare any projections or other “forward looking” or similar statements, (F) result in any officer or director of the Company or any of its Representatives incurring actual or potential personal liability with respect to any matters relating to the Debt Financing; (G) require any financial (or other) information that (1) is not produced in the ordinary course of business and (2) cannot be produced or provided without unreasonable cost or expense, (H) provide access to or disclose information that the Company determines in good faith (after consultation with counsel) would jeopardize any attorney client privilege of, or conflict with any confidentiality requirements applicable to, the Company or any of its Subsidiaries, (I) cause any representation or warranty in this Agreement to be breached, cause any condition to the Closing set forth in Annex I to fail to be satisfied or the Transactionsotherwise cause any breach of this Agreement, or (iiJ) undertake require the Company to deliver or cause the delivery of any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letter. (c) Prior to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser legal opinions in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ Debt Financing; and their respective Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources in the preparation of no action, liability or obligation (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and the Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation of documentation with respect to the pledging of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain including any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are made. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required obligation to pay any commitment or other similar feefees or reimburse any expenses) of the Company or any of its Representatives under any certificate, provide any securityagreement, execute any documentarrangement, make any representations, provide any indemnification document or incur any instrument relating to the Debt Financing (other expense than a customary authorization letter) shall be effective until (or Liability that is not contingent upon) the Effective Time. Parent and its Subsidiaries and the Financing Sources may reasonably use logos of the Company in connection with the Financing Debt Financing; provided, that such logos are used solely in conformance with the Company’s trademark usage guidelines and in a manner that is not intended to or reasonably likely to harm or disparage the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller Company or any of their respective Affiliates its Subsidiaries or other Representatives shall be required to provide any solvency opinion the reputation or legal opinion or other opinion goodwill of counsel, the Company or any information that wouldof its Subsidiaries. (e) Upon the request of the Company and Parent will keep the Company reasonably informed on a reasonably current basis of the status of Parent’s efforts to obtain the Debt Financing. Without limiting the generality of the foregoing, Parent shall give the Company prompt notice of the occurrence of any material breach of or default under the Loan Agreement Amendment or the Amended Loan Agreement (as defined in the reasonable opinion Loan Agreement Amendment) by any party thereto of ▇▇▇▇▇▇ or Sellerwhich Parent becomes aware. (f) In the event that this Agreement is terminated in accordance with Section 9.1 (other than a termination by the Company pursuant to Section 9.1(c)), result in a violation of Law or loss of attorney-client privilegeParent shall, (iii) Purchaser shall promptly, promptly upon request by ▇▇▇▇▇▇ or Sellerthe Company, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates the Company for all reasonable and documented out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) the Company or its Representatives in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and performance of their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04. (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.Section 7.1 (to the extent not prev

Financing. (a) Purchaser and Purchaser Parent each shall use its reasonable best efforts not agree to takeor permit any amendment, supplement or other modification of, or cause to be taken, all actions and to doany termination of, or cause to be donewaive any of its rights under, all things necessary, proper or advisable to obtain and to consummate the Financing Letters, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or any Alternative Financing) on the terms and conditions described in the Commitment Letter (including the flex provisions related theretodelayed), subject to any amendments if such amendment, supplement, modification or modifications thereto permitted by Section 6.13(b)waiver would, including using its reasonable best efforts to or would reasonably be expected to, (i) maintain reduce the aggregate amount of the Debt Financing, including by changing the amount of fees or original issue discount payable pursuant to the Financing Letters, below the Required Amount (after taking into account cash on hand of Parent and its Subsidiaries that is reasonably expected to be available at the Closing to pay the Required Amount and other committed funds available to Parent or any of its Subsidiaries with conditions to funding no more onerous than those conditions to funding contained in effect the Debt Commitment Letter whereupon such other committed funding source shall be deemed to also be “Debt Financing” and the documentation in respect thereof shall be deemed to be a “Financing Letter” and a “Debt Commitment Letter”), (ii) negotiate and enter into definitive agreements with respect impose new or additional conditions to the Financing on the terms and conditions (including the flex provisions) contained in the Commitment Letter, subject to any amendments or modifications thereto permitted by Section 6.13(b), (iii) satisfy on a timely basis all conditions applicable to Purchaser or its Affiliates contained in the Commitment Letter, including the payment of any commitment, engagement or placement fees required as a condition to the Financing and due and payable by Purchaser or its Affiliates, (iv) upon the satisfaction or waiver of such conditions, consummate the Financing on or prior to the Closing Date, including by drawing on any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection with the Debt Financing, and (vi) comply with its obligations under the Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any event otherwise expand, amend or circumstance that makes procurement of any portion of the Financing reasonably unlikely to occur in the manner or from the sources contemplated in the Commitment Letter, Purchaser shall promptly (and in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates than the terms and conditions set forth in the Commitment Letter and that would not have modify any of the effects prohibited pursuant to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) any breach or default by Purchaser or its Affiliates of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative Financing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇, (i) permit any termination, amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions to the Financing, (B) modifies any existing conditions to the Debt Financing in a manner that affects would be more onerous than those conditions to funding contained in the consummation of all or any portion of Debt Commitment Letter on the Financing to below a level that would impair Purchaser’s ability to consummate the Transactionsdate hereof, (B) reduces the committed amount of the Financing, (Ciii) adversely affects in any material respect affect the ability of Purchaser Parent or Merger Sub, as applicable, to enforce its rights against the other parties to the Debt Commitment Letter or the definitive agreements in with respect thereof, thereto or (Div) could otherwise reasonably be expected to prevent, impede prevent or delay in any material respect the consummation of the Closing Debt Financing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter Transactions. Upon any such amendment, supplement or any Alternative Financing contemplated by any new debt commitment letter. (c) Prior to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with other modification of the Financing (provided that such requested cooperation does not unreasonably interfere Letters in accordance with this Section 5.15(a), the ongoing operations of Sellerterms “Financing Letters”, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources in the preparation of (A) a customary offering document, private placement memorandum “Debt Commitment Letter” and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing“Fee Letters”, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and shall mean the Financing Sources Letters, the Required Information; and (iv) facilitating Purchaser’s preparation of documentation with respect to Debt Commitment Letter and/or the pledging of collateralFee Letters, if applicable. In additionas the case may be, Seller will use its reasonable best efforts to provide to Purchaser and the Financing Sources the Required Information in a manner thatas so amended, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets supplemented or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are mademodified. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability in connection with the Financing or the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04. (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.

Financing. (a) Purchaser Subject to the terms and Purchaser Parent conditions of this Agreement, each of AmSurg and Holdings shall, and shall cause its Subsidiaries to, use its reasonable best efforts to takeobtain the Financing. Each of AmSurg and Holdings shall, and shall cause its Subsidiaries to, and cause its and their respective officers, employees and advisors (including legal and accounting representatives to), use its reasonable best efforts to cooperate in any manner that is reasonably requested by AmSurg or cause Holdings in order (A) to be taken, satisfy on a timely basis all actions and conditions to do, funding set forth in the Debt Commitment Letter that are within AmSurg’s or cause to be done, all things necessary, proper or advisable to obtain Holdings’s control and to consummate the Financing at or prior to the Closing and (or B) if any Alternative Financing) portion of the Financing becomes unavailable on the terms and conditions described set forth in the Debt Commitment Letter (including the flex provisions related theretoprovisions), subject to any amendments or modifications thereto permitted by Section 6.13(b)arrange to obtain alternative financing, including using its reasonable best efforts to (i) maintain in effect the Commitment Letterfrom alternative sources, (ii) negotiate on terms and enter into definitive agreements with respect to the Financing on conditions not materially less favorable than the terms and conditions (including the flex provisions) contained in the Commitment Letter, subject to any amendments or modifications thereto permitted by Section 6.13(b), (iii) satisfy on a timely basis all conditions applicable to Purchaser or its Affiliates contained in the Commitment Letter, including the payment of any commitment, engagement or placement fees required as a condition to the Financing and due and payable by Purchaser or its Affiliates, (iv) upon the satisfaction or waiver of such conditions, consummate the Financing on or prior to the Closing Date, including by drawing on any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection with the Financing, and (vi) comply with its obligations under the Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion of the Financing reasonably unlikely to occur in the manner or from the sources contemplated in the Commitment Letter, Purchaser shall promptly (and in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates than the terms and conditions set forth in the Commitment Letter and that would not have any of the effects prohibited pursuant to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) any breach or default by Purchaser or its Affiliates of the Debt Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) . For purposes of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative Financing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent shall not, without references to “Financing” mean the prior written consent of ▇▇▇▇▇▇, (i) permit any termination, amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions to the Financing, (B) modifies any existing conditions to the Financing in a manner that affects the consummation of all or any portion of the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the Financing, (C) adversely affects in any material respect the ability of Purchaser to enforce its rights against other parties to the Commitment Letter or the definitive agreements in respect thereof, or (D) could otherwise reasonably be expected to prevent, impede or delay in any material respect the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Debt Commitment Letter as permitted or any Alternative Financing contemplated by any new debt commitment letter. (c) Prior to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financingrequired, as applicable with prospective lendersthe case may be, investors and ratings agenciesto be amended, (ii) assisting Purchaser and the Financing Sources in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing modified or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and the Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation of documentation with respect to the pledging of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are made. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability in connection with the Financing or the cooperation contemplated replaced by this Section 6.13(d5.16 and references to “Debt Commitment Letter” mean the executed commitment letter, fee letter and engagement letter dated as of the date hereof entered into by and among AmSurg and Envision Healthcare Corporation, a Delaware corporation (“Envision”), and the financial institutions party thereto (iithe “Lenders”) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives and shall be required to provide any solvency opinion or legal opinion or other opinion of counselinclude such documents as permitted, or any information that wouldrequired, in as the reasonable opinion of ▇▇▇▇▇▇ case may be, to be amended, modified or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated replaced by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.045.16. (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.

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) 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 and Purchaser Parent each 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, proper or and advisable to arrange and obtain and to consummate the Debt Financing (or any Alternative Financing) on the terms and conditions (including, to the extent required, the full exercise of any “flex” provisions) described in the Debt 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 flex provisions related thereto), subject to any amendments or modifications thereto permitted by Section 6.13(bDebt Commitment Letter and the Fee Letter), including using its reasonable best efforts to (i) maintain in effect the Debt Commitment Letter, Letter in accordance with the terms and subject to the conditions thereof; (ii) negotiate negotiate, execute and enter into deliver definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter on the terms and conditions (including which may include the flex “flex” provisions) contained 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 (including any “flex” provisions) set forth in the Debt Commitment Letter, subject to any amendments or modifications thereto permitted by Section 6.13(b), ; (iii) satisfy on a timely basis all conditions to funding that are applicable to Purchaser or its Affiliates Borrower in the Debt Commitment Letter that are within Borrower’s control (or, if deemed advisable by Borrower, seek the waiver of conditions applicable to Borrower contained in the Debt Commitment Letter, including the payment of any commitment, engagement or placement fees required as a condition to the Financing and due and payable by Purchaser or its Affiliates, ); (iv) upon the satisfaction or waiver of such conditions, consummate the Debt Financing on at or prior to the Closing DateClosing, including by drawing on any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection with the Financing, and (vi) comply with its obligations under the Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion of the Financing reasonably unlikely to occur in the manner or from the sources contemplated in the Commitment Letter, Purchaser shall promptly (and in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use using its reasonable best efforts to cause the Financing Sources to fund the Debt Financing at the Closing; (v) comply with Borrower’s obligations pursuant to the Debt Commitment Letter; and (vi) enforce Borrower’s rights pursuant to the Debt Commitment Letter. Borrower 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. 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 portion from event alternative sources on terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates than the terms and conditions set forth in the Commitment Letter and that would not have any of the effects prohibited pursuant to amendment by Section 6.13(b) financing (such financing, the “Alternative Financing”). ) on similar terms and conditions 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 (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) any breach or default by Purchaser or its Affiliates of be subject to the Commitment Letter, same obligations with respect to such Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties as set forth in this Agreement with respect to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative Debt Financing. (b) 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 and be deemed or construed to require, Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇, (i) permit any termination, amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions Borrower to the Financing, (B) modifies any existing conditions to the Financing in a manner that affects the consummation of all or any portion of the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the Financing, (C) adversely affects in pay any material respect the ability fees in excess of Purchaser to enforce its rights against other parties to the Commitment Letter or the definitive agreements in respect thereof, or (D) could otherwise reasonably be expected to prevent, impede or delay in any material respect the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing those contemplated by the Debt Commitment Letter or any Alternative Financing contemplated by any new debt commitment letter. (c) Prior to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and the Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation of documentation with respect to the pledging of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are made. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability in connection with the Financing or the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them Fee Letter (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04“flex” terms thereof). (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.

Financing. (a) Purchaser Parent and Purchaser Parent each Merger Sub shall use its their respective reasonable best efforts to arrange and consummate the Financing on the terms and conditions described in the Commitment Letter at or prior to the Closing (or on terms more favorable in the aggregate to Parent and Merger Sub) including by: (i) maintaining in effect and enforcing the Commitment Letter and complying with their respective obligations thereunder; (ii) negotiating, entering into and delivering the definitive agreements with respect to the Debt Financing (the “Definitive Financing Agreements”) on the terms and conditions contained in the Commitment Letter and, to the extent such definitive agreements are executed and delivered prior to the Effective Time, maintaining in effect and enforcing such definitive agreements; (iii) satisfying (or, if deemed advisable by Parent, seeking the waiver of) on a timely basis all terms, covenants and conditions set forth in the Commitment Letter and the Definitive Financing Agreements applicable to Parent and Merger Sub that are within their control; (iv) participating in and assisting with the preparation of rating agency presentations and meetings with rating agencies; and (v) upon satisfaction of all of the conditions precedent under Section 8.1 and Section 8.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), consummating or causing the consummation of the Financing including by enforcing their rights under the Commitment Letter and the Definitive Financing Agreements to the extent necessary at such time to fund the Required Amount. (b) Parent shall apprise the Company of material developments relating to the Financing and shall give the Company prompt notice of any material adverse change with respect to such Financing. Without limiting the foregoing, Parent agrees to notify the Company promptly, and in any event within one (1) Business Day the same comes to the Knowledge of Parent, if at any time prior to the Closing Date (i) the Commitment Letter or any of the commitments with respect to the Debt Financing thereunder or any Definitive Financing Agreement, as applicable, shall expire or be terminated for any reason, (ii) for any reason, all or a portion of the Debt Financing becomes unavailable or (iii) any Financing Source or any other Person that is a party to any Commitment Letter breaches, defaults, terminates or repudiates any provisions thereunder or threatens in writing to do any of the foregoing. Parent and Merger Sub shall not amend, alter or replace, or agree to amend, alter or replace, the Commitment Letter in any manner that would (A) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt of the Financing, (B) reduce the amount of cash proceeds from the Financing available to fund the Required Amount, in each case, in a manner that would materially adversely affect the ability of Parent, Merger Sub or their respective Affiliates to enforce their respective rights against the other parties to the Commitment Letter or the Definitive Financing Agreements or reasonably be expected to prevent or materially impair or delay the ability of Parent to consummate the transactions contemplated by this Agreement, in each case with respect to the foregoing sub-clauses (A) and (B) without the prior written consent of the Company (it being understood and agreed that Parent and Merger Sub may amend the Commitment Letter solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Commitment Letter as of the date of this Agreement and to reflect assignments and replacements of lenders in accordance with the terms of the syndication provisions of the Commitment Letter with respect to the Debt Financing, provided that no such addition, assignment or replacement would reasonably be expected to prevent or materially impair or delay the ability of Parent to consummate the transactions contemplated by this Agreement). (c) If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter for any reason, Parent and Merger Sub shall use their reasonable best efforts to arrange to obtain alternative financing from alternative sources in an amount sufficient, when taken together with the available cash of Parent, to fund the Required Amount and pay any related fees and expenses earned, due and payable as of the Closing Date (the “Alternate Financing”) and to obtain, and, if obtained, will provide the Company with true, correct and complete copies of, any new financing commitment that provides for at least the same amount of financing as such Commitment Letter as originally issued, to the extent needed to fund the Required Amount (the “Alternate Commitment Letter”). In the event any Alternate Financing is obtained and an Alternate Commitment Letter is entered into in accordance with this Section 7.10(c), (i) any reference in this Agreement to “Debt Financing” shall mean the debt financing contemplated by the Commitment Letter as modified pursuant to clause (ii) below, and (ii) any reference in this Agreement to the “Commitment Letter” (or defined terms that use such phrase) shall be deemed to include the Commitment Letter to the extent not superseded by an Alternate Commitment Letter, at the time in question and any Alternate Commitment Letter to the extent then in effect. In furtherance of and not in limitation of the foregoing, in the event that (i) any portion of the Financing structured as a capital markets financing is unavailable, regardless of the reason therefor and (ii) all closing conditions contained in Section 8.1 and Section 8.2 have been satisfied or waived (other than those conditions that by their nature are to be satisfied or waived at the Closing, provided that such conditions are capable of being satisfied as of such day assuming the Closing was to occur on such day), then Parent or Merger Sub shall take, or cause to be taken, all actions and to do, or cause to be done, all things necessarynecessary to consummate, proper or advisable cause to obtain be consummated, and shall use, or cause to consummate be used, the proceeds of the Bridge Financing in lieu of such capital markets financing no later than one (or any Alternative Financing1) on the terms and conditions described in the Commitment Letter (including the flex provisions related thereto), subject to any amendments or modifications thereto permitted by Section 6.13(b), including using its reasonable best efforts to (i) maintain in effect the Commitment Letter, (ii) negotiate and enter into definitive agreements with respect to the Financing on the terms and conditions (including the flex provisions) contained in the Commitment Letter, subject to any amendments or modifications thereto permitted by Section 6.13(b), (iii) satisfy on a timely basis all conditions applicable to Purchaser or its Affiliates contained in the Commitment Letter, including the payment of any commitment, engagement or placement fees required as a condition to the Financing and due and payable by Purchaser or its Affiliates, (iv) upon Business Day following the satisfaction or waiver of the applicable conditions set forth in clause (ii) above to consummate the Closing when Parent and Merger Sub are required to do so pursuant to Section 2.2; it being understood that such obligations to use the Bridge Financing (including any alternative bridge financing contemplated by any Alternate Financing obtained in accordance with this Agreement) shall exist without regard to the then market conditions or other general economic conditions, consummate including the Financing on or prior to the Closing Date, including by drawing on any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection with the Financing, interest rate and (vi) comply with its obligations under the Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement cost of any portion of the Financing reasonably unlikely to occur in the manner or from the sources contemplated in the Commitment Letter, Purchaser shall promptly (and in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates than the terms and conditions set forth in the Commitment Letter and that would not have any of the effects prohibited pursuant to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) any breach or default by Purchaser or its Affiliates of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative Financing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇, (i) permit any termination, amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions to the Financing, (B) modifies any existing conditions to the Financing in a manner that affects the consummation of all or any portion of the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the Financing, (C) adversely affects in any material respect the ability of Purchaser to enforce its rights against other parties to the Commitment Letter or the definitive agreements in respect thereof, or (D) could otherwise reasonably be expected to prevent, impede or delay in any material respect the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letter. (c) Prior to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and the Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation of documentation with respect to the pledging of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser and the Financing Sources the Required Information in a manner that, taken structured as a whole, does capital markets financing and regardless of whether or not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit it is commercially reasonable to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are madedo so. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability in connection with the Financing or the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04. (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.

Financing. (a) Purchaser DFHT has delivered to the Sellers true and Purchaser Parent each shall use its reasonable best efforts to takecomplete copies of the executed commitment letter, or cause to be takendated as of the date of this Agreement, all actions by and to do, or cause to be done, all things necessary, proper or advisable to obtain and to consummate among the Financing Sources and DFHT (or any Alternative Financing) on the “Commitment Letter”), pursuant to which the counterparties thereto have committed, subject to the terms and conditions described in thereof, to lend to DFHT or any of its Subsidiaries the Financing set forth therein for the purpose of funding the transactions contemplated by this Agreement. (b) As of the date hereof, there are no side letters or other Contracts or arrangements related to the Financing to which DFHT or any of its Subsidiaries is a party other than the Commitment Letter and other than any fee letters, true and complete copies of which (including except for fee, “market flex” and other economic terms which are customarily redacted in transactions of this type, provided that none of such redacted terms would adversely affect the flex provisions related theretoamount or availability of the Financing at Closing) have been provided to the Sellers (collectively, the “Fee Letters”). The Commitment Letter has not been amended or modified, subject to any amendments no such amendment or modifications thereto permitted by Section 6.13(b), including using its reasonable best efforts to modification is contemplated (i) maintain in effect the Commitment Letter, (ii) negotiate and enter into definitive agreements other than with respect to the Financing on the terms and conditions (including the flex provisions) contained in the Commitment Letter, subject to any amendments potential addition of additional arrangers or modifications thereto permitted by Section 6.13(bother commitment parties thereunder), (iii) satisfy on a timely basis all conditions applicable to Purchaser or its Affiliates contained in and the Commitment Letter, including the payment of any commitment, engagement or placement fees required as a condition to the Financing and due and payable by Purchaser or its Affiliates, (iv) upon the satisfaction or waiver of such conditions, consummate the Financing on or prior to the Closing Date, including by drawing on any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection with the Financing, and (vi) comply with its obligations under the Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion of the Financing reasonably unlikely to occur in the manner or from the sources contemplated in the Commitment Letter, Purchaser shall promptly (and in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates than the terms and conditions respective commitments set forth in the Commitment Letter and that would have not have been withdrawn, reduced, or rescinded in any of the effects prohibited pursuant to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) any breach or default by Purchaser or its Affiliates of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative Financingrespect. (bc) Notwithstanding anything The Commitment Letter is in full force and effect and is the valid, binding and enforceable obligation of DFHT and, to the contrary knowledge of DFHT, the other parties thereto, subject in this Agreementeach case to the Enforceability Exceptions, Purchaser and Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇, (i) permit does not contain any termination, amendment or modification to, material misrepresentation by DFHT or any waiver of any provision its Subsidiaries. There are no conditions precedent or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions other contingencies related to the Financing, (B) modifies any existing conditions to the Financing in a manner that affects the consummation of all or any portion funding of the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed full amount of the Financing, (C) adversely affects other than as set forth in the Commitment Letter. No Person has any material respect the ability of Purchaser right to enforce its rights against other parties impose, and neither DFHT nor any party to the Commitment Letter has an obligation to accept, any condition precedent to such funding other than the conditions expressly set forth in the Commitment Letter nor any reduction to the aggregate amount available under the Commitment Letter at Closing (nor any term or condition which would have the definitive agreements in respect thereofeffect of reducing the aggregate amount available under the Financing at Closing) DFHT has fully paid, or (D) could otherwise caused to be fully paid, any and all commitment or other fees which are due and payable on or prior to the date of this Agreement as a condition of the Financing. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to prevent, impede constitute a default or delay in material breach (it being understood and agreed that any material respect the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing breach that could reasonably be expected to materially impair, delay adversely affect the amount or availability of the Financing at Closing or prevent consummation or delay the Closing shall be deemed material) on the part of DFHT or, to DFHT’s knowledge, any other party thereto under the Commitment Letter, and DFHT has no reason to believe that (x) any of the conditions to the Financing contemplated by the Commitment Letter will not be satisfied at or prior to Closing or (y) any Alternative amount of the Financing contemplated by any new debt commitment letter. (c) Prior to will not be available at the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and the Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation of documentation with respect to the pledging of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are made. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability in connection with the Financing or the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04. (e) In no event shall the receipt or availability The net proceeds of the Financing, Alternative Financing or the PIPE Investment and the Subscription Agreements shall be sufficient to fund the CareMax Consideration and the IMC Consideration and any other funds or financing by Purchaser or any and all fees and expenses of its Affiliates be a condition DFHT related to any the transactions contemplated hereby (including those related to the Financing) and to satisfy all of Purchaser’s or Purchaser Parent’s the payment obligations under this Agreementof DFHT and the conditions to Closing contemplated hereunder.

Financing. (a) Purchaser shall use, and Purchaser Parent each shall use cause its Affiliates to use, reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain and to consummate the Financing (or any Alternative Financing) on the terms and subject only to the conditions described in the Commitment Letter (including the market flex provisions related thereto), subject to any amendments or modifications thereto permitted by Section 6.13(b)provisions) set forth in the Financing Letters, including using its reasonable best efforts to (i) maintain in effect and comply with the Commitment LetterFinancing Letters, (ii) promptly negotiate and enter into definitive agreements with respect to providing for the Financing on the terms and subject only to the conditions (including the market flex provisions) contained set forth in the Commitment Financing Letters (or on terms and conditions not materially less favorable (as to the matters that would be prohibited (in an amendment of the Financing Letter) by clause (A), subject (B) or (C) of the next sentence) to any amendments or modifications thereto permitted by Section 6.13(bPurchaser than the terms and conditions (including market flex provisions) set forth in the Financing Letters), (iii) satisfy (and cause its Affiliates to satisfy) on a timely basis all conditions applicable to Purchaser or and its Affiliates contained in the Commitment Letter, including Financing Letters and the payment of any commitment, engagement or placement fees required as a condition to definitive agreements providing for the Financing and due and payable by Purchaser or its AffiliatesFinancing, (iv) upon the satisfaction or waiver of such conditions, consummate the Financing on at or prior to the Closing DateClosing, including by drawing on any interim or bridge financing facilities contemplated therebyusing its (and causing its Affiliates to use) reasonable best efforts (which shall include taking all actions reasonably within its control) to cause the Lenders and the other Persons committed to fund the Financing to fund the Financing at the Closing if the conditions to funding set forth in the Financing Letters are satisfied, (v) obtain such third-party consents as may be enforce its rights and remedies (including through taking all actions reasonably required in connection with within its control) under the Financing, Financing Letters and the definitive agreements providing for the Financing and (vi) comply with its covenants and other obligations under the Commitment Letter. If Financing Letters and the definitive agreements providing for the Financing; provided, however, neither this Section 5.25(a) nor any other provision of this Agreement shall be construed to require the Purchaser or Purchaser Parent becomes aware any of any event or circumstance that makes procurement of any portion of the Financing reasonably unlikely to occur in the manner or from the sources contemplated in the Commitment Letter, Purchaser shall promptly (and in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates than the terms and conditions set forth to commence or prosecute any action, litigation, claim, arbitration or other proceeding, at law or in the Commitment Letter and that would not have equity, against any of the effects prohibited pursuant to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) Lender or any breach or default by Purchaser or its Affiliates of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Debt Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of Letter in order to consummate the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative Debt Financing. (b) Notwithstanding anything to the contrary in this Agreement, . Purchaser and Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇Seller, (i) agree to or permit any termination, termination of or amendment or modification to be made to, or grant any waiver of any provision or remedy under, the Commitment Letter Financing Letters or Fee Letters the definitive agreements providing for the Financing if such termination, amendment, modificationmodification or waiver would (A)(1) reduce (or could have the effect of reducing) the aggregate amount of the Financing (including by increasing the amount of fees to be paid or the amount of original issue discount) or (2) reduce the amount of the Debt Financing, in either case unless the Equity Financing is increased by a corresponding amount no later than the date of such termination, amendment, modification or waiver such that the aggregate amount of the Financing is sufficient to consummate the Transactions on the Closing Date and, after giving effect thereto, the representations and warranties set forth in Section 4.06 shall be true and correct, (B) impose new or remedy (A) adds new additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions to the Financing, (B) modifies or otherwise expand, amend or modify any existing conditions to other provision of the Financing Letters in a manner that affects could reasonably be expected to delay or prevent or make less likely to occur the consummation of all or any portion funding of the Financing to below a level that would impair Purchaser’s ability to consummate (or the Transactions, (B) reduces the committed amount satisfaction of the conditions to the Financing, ) on the Closing Date or (C) adversely affects in any material respect impact the ability of Purchaser to enforce its rights and remedies against any other parties party to the Commitment any Financing Letter or the definitive agreements in respect thereofproviding for the Financing. Purchaser shall promptly deliver to Seller copies of any termination, amendment, modification or waiver to or under any Financing Letter or the definitive agreements providing for the Financing. Purchaser will fully pay, or (D) could otherwise reasonably cause to be expected to preventpaid, impede or delay in any material respect the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt all commitment letter. (c) Prior to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and the Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation of documentation with respect to the pledging of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are made. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability in connection with the Financing or the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing under or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior arising pursuant to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement Debt Commitment Letter as and Section 6.04when they become due. (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.

Financing. (a) Subject to the terms and conditions of this Agreement, Purchaser will and Purchaser Parent each shall will cause MIFSA 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 arrange and obtain and to consummate the Financing (or any Alternative Financing) on the terms and conditions described in the Debt Commitment Letter and the Debt Fee Letter (including the flex any “flex” provisions related thereto)) on or prior to the Closing Date, subject and will cause MIFSA not to, without the Company’s prior written consent, agree to any amendments amendment or modifications thereto permitted by Section 6.13(b)modification to, including using or any waiver of any provision or remedy under, the Debt Commitment Letter or the Debt Fee Letter if such amendment, modification or waiver (i) reduces the aggregate amount of the Bridge Financing to an amount that, together with the Purchaser’s and its Affiliates’ cash on hand or available committed credit facilities, would be less than an amount that would be required to fund the cash payments required to consummate the transactions contemplated hereby, (ii) changes the conditions to obtaining the Bridge Financing or adds new or additional conditions precedent to obtaining the Bridge Financing, unless such amendment, modification or waiver results in conditions that are in the aggregate substantially equivalent to the conditions in the Debt Commitment Letter and the Debt Fee Letter immediately prior to such amendment, modification or waiver (or that are more favorable to the Purchaser and its Affiliates) or (iii) would reasonably be expected to (A) delay or prevent the Closing, (B) make the funding of the Bridge Financing (or satisfaction of the conditions to obtaining the Bridge Financing) less likely to occur or (C) adversely impact the ability of MIFSA or its Affiliates to enforce its rights against the other parties to the Debt Commitment Letter or the definitive agreements with respect thereto; provided, however, that Purchaser may cause MIFSA to amend or replace the Debt Commitment Letter or the Debt Fee Letter to (i) add lenders, arrangers, bookrunners, syndication agents, managers or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement or (ii) implement or exercise any “flex” provisions provided in the Debt Fee Letter as in effect on the date of this Agreement. Purchaser will cause MIFSA to use its reasonable best efforts to (iI) maintain in effect the Debt Commitment Letter, (iiII) satisfy (or, if deemed advisable by MIFSA, obtain the waiver of, and cause each of its Affiliates to satisfy) on a timely basis all conditions to the Bridge Financing that are within Purchaser and its Affiliates’ control, (III) negotiate and enter into definitive agreements with respect to the Financing on the terms and conditions (including the flex provisions) contained in the Debt Commitment Letter, subject to any amendments Letter or modifications thereto permitted by Section 6.13(b), (iii) satisfy on a timely basis consistent in all conditions applicable to Purchaser or its Affiliates contained in the Commitment Letter, including the payment of any commitment, engagement or placement fees required as a condition to the Financing and due and payable by Purchaser or its Affiliates, (iv) upon the satisfaction or waiver of such conditions, consummate the Financing on or prior to the Closing Date, including by drawing on any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection material respects with the Financing, Debt Commitment Letter and the Debt Fee Letter (including any “flex” provisions contained therein) and (viIV) comply with its obligations under the Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion draw a sufficient amount of the Financing reasonably unlikely to occur enable Purchaser to consummate the transactions contemplated hereby, in the manner or from event that the sources contemplated in the Commitment Letter, Purchaser shall promptly (and in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates than the terms and conditions set forth in Section 3.01 and Section 3.02 and the Commitment Letter and that would not have any conditions to the availability of the effects prohibited pursuant to amendment by Section 6.13(b) (such financingFinancing have been satisfied or, upon funding, would be satisfied or waived. Upon the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) any breach or default by Purchaser or its Affiliates request of the Commitment LetterCompany or Seller, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of will keep Seller and the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller Company reasonably informed on a reasonably current basis of the status of Purchaser’s and its Affiliates’ MIFSA’s efforts to arrange obtain the Financing, including providing Seller with prompt notice of (x) any repudiation, termination or breach of the Debt Commitment Letter by any party thereto, of which Purchaser becomes aware and (y) the occurrence of any other event or development that would reasonably be expected to materially adversely impact the ability of MIFSA to obtain all or any portion of the Financing. Purchaser shall have the right to substitute the proceeds of consummated offerings or other incurrences of debt (including unsecured notes) for all or any portion of the Bridge Financing by reducing commitments under the Debt Commitment Letter; provided, that to the extent any such debt has a scheduled special or Alternative mandatory redemption right, such right is not exercisable prior to the earlier of the consummation of the Closing Transactions on the Closing Date, the termination of this Agreement or the Outside Date (as it may be extended pursuant to this Agreement). Further, Purchaser shall have the right to substitute commitments in respect of other debt financing for all or any portion of the Bridge Financing from the same and/or alternative bona fide third-party financing sources (“Replacement Financing Sources”) so long as (i) all conditions precedent to effectiveness of definitive documentation for such debt financing have been satisfied and the conditions precedent to funding of such debt financing are in the aggregate, in respect of certainty of funding, substantially equivalent to (or more favorable to the Purchaser and its Affiliates than) the conditions in the Debt Commitment Letter and the Debt Fee Letter, and (ii) prior to funding of any loans thereunder, the commitments in respect of such debt financing are subject to restrictions on assignment which are in the aggregate substantially equivalent to or more favorable to the Purchaser and its Affiliates than the corresponding restrictions set forth in the Debt Commitment Letter (any such debt financing which satisfies the foregoing clauses (i) and (ii), the “Replacement Financing”; the definitive documentation for any such Replacement Financing, the “Replacement Financing Documents”), of which true, complete and correct copies of such Replacement Financing Documents shall be provided by Purchaser to the Company promptly after such Replacement Financing commitment letter or other Replacement Financing Documents are fully executed. The representations, warranties, covenants and other restrictions of Purchaser contained in this Agreement and any other provisions herein with respect to the Bridge Financing and the Debt Commitment Letter shall apply equally to any Replacement Financing and Replacement Financing Documents. Upon the request of the Company or Seller, Purchaser will keep the Seller and the Company reasonably informed on a reasonably current basis of the status of Purchaser’s efforts to obtain the Financing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇, (i) permit any termination, amendment or modification The Company agrees to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions and to the Financing, (B) modifies any existing conditions cause its Subsidiaries to the Financing in a manner that affects the consummation of all or any portion of the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the Financing, (C) adversely affects in any material respect the ability of Purchaser to enforce its rights against other parties to the Commitment Letter or the definitive agreements in respect thereof, or (D) could otherwise reasonably be expected to prevent, impede or delay in any material respect the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letter. (c) Prior to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, provide, such assistance (and to use reasonable best efforts to cause its and its Subsidiaries’ Representatives, to provide such assistance), with the Financing as is customary with Financings of the type contemplated by the Debt Commitment Letter (including the senior notes offering contemplated thereby) and reasonably requested by Purchaser, including: (i) participation in, and assistance with, the marketing efforts related to the Financing, including assisting Purchaser with Purchaser’s preparation of customary confidential information memoranda, private placement memoranda, prospectuses, offering memoranda and other customary marketing materials and information reasonably deemed necessary by the Financing Sources to complete a successful syndication or offering for delivery to potential syndicate members, purchasers and participants; (ii) participation by senior management, Representatives toand advisors of the Company in, provide and assistance with, the preparation of rating agency presentations and meetings with rating agencies, roadshows, due diligence sessions, drafting sessions and meetings with prospective lenders and debt investors (including, for the avoidance of doubt, direct contact with such rating agencies and prospective lenders and debt investors), in each case, at such times as coordinated reasonably in advance thereof; (iii) delivery to Purchaser and its Financing Sources as promptly as reasonably practicable of (A) the documentation and other information requested by the Financing Sources with respect to (x) applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act and (y) the U.S. Treasury Department’s Office of Foreign Assets Control and the Foreign Corrupt Practices Act (and, in any event, at least three (3) Business Days prior to the Closing Date, to the extent requested at least nine (9) days prior to the Closing Date), (B) the Financing Information relating to the Company and (C) such cooperation as is other financial information relating to the Company customary or reasonably necessary for the completion of the Financing to the extent reasonably requested by Purchaser in connection with the preparation of customary offering or information documents to be used for the Financing (which financing information, for the avoidance of doubt, may be included in any such offering or information documents used for or distributed in connection with the Financing); (iv) direct its independent auditors to cooperate with the Financing consistent with their customary practice, including by providing customary “comfort letters” (including customary “negative assurances”) and customary assistance with the due diligence activities of Purchaser and its Affiliates and the Financing Sources, and customary consents to the inclusion of audit reports in any relevant marketing materials, registration statements and related government filings; (v) assisting Purchaser with Purchaser’s preparation of pro forma financial information and pro forma financial statements for Mallinckrodt plc and its Subsidiaries on a consolidated basis (provided that such requested cooperation does not unreasonably interfere with neither the ongoing operations Company nor any of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance the Company’s Subsidiaries or Company’s Representatives shall include the following: (i) assisting be responsible in preparation any manner for and participation in customary marketing efforts related information relating to the Financing or the Alternative Financing, as applicable with prospective lenders, investors proposed debt and ratings agencies, (iiequity capitalization that is required for such pro forma financial information) assisting Purchaser and the Financing Sources in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) other materials for rating agency presentations, bank information memoranda (confidential and public), offering or private placement memoranda, lender and investor presentations, prospectuses and financial projections for the Company as part of the consolidated business of Mallinckrodt plc and its Subsidiaries, and not on a stand-alone basis, to the extent reasonably requested by the Financing Sources, and providing customary management and representation letters to its accountants in relation to its accountants’ providing “comfort letters” in connection with any securities offering made as part of the Financing (“Representation Letters”); (vi) executing and delivering definitive financing documents (but excluding, for the avoidance of doubt, authorization letters) necessary and customary in connection with the Financing, including customary pledge and security documents, customary certificates (but not solvency certificates), Representation Letters and other customary documents, to the extent reasonably requested by Purchaser; (vii) otherwise reasonably facilitating the pledging of collateral required to be delivered as a condition precedent to the Financing; and (viii) assisting Purchaser and its Affiliates in causing the conditions precedent set forth in Exhibit C to the Debt Commitment Letter to the Bridge Financing to be satisfied. (c) The Company hereby consents to the use of all of its and its Subsidiaries’ logos in connection with the Financing, provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or its Subsidiaries; provided, further, that Purchaser, the Financing Sources and their respective affiliates and Representatives shall obtain no rights in such logos. Notwithstanding any other provision set forth herein or in any other agreement between the Company and Purchaser (or its Affiliates), the Company agrees that Purchaser and its Affiliates may share customary projections with respect to the Company and its business with the Financing Sources identified in the Debt Commitment Letter, and that Purchaser, its Affiliates and such Financing Sources may share such information with potential Financing Sources in connection with any marketing efforts in connection with the Financing, provided that the recipients of such information agree to customary confidentiality arrangements. Notwithstanding the requirements of Section 10.03(b), (i) neither the Company nor any of its Affiliates or their respective Representatives shall be required to enter into or approve any letter, certificate, document, agreement or instrument or approve or consent to resolutions or consents to approve or authorize the Financing, in each case, that will be effective prior to the Closing (other than Representation Letters), (ii) nothing herein shall require cooperation contemplated thereby to the extent it would interfere unreasonably with the business or operations of the Company or any of its Subsidiaries, (iii) furnishing Purchaser and nothing herein shall require Seller to cause the Financing Sources delivery of any legal opinions or any certificate as to solvency by Seller or the Required Information; Company or its Subsidiaries, and (iv) facilitating Purchasernothing herein shall require any officer, director or other representative of the Company or any of the Company’s preparation of documentation with respect Subsidiaries to the pledging of collateraldeliver any certificate or opinion that such officer, if applicable. In additiondirector or other representative reasonably believes, Seller will use its reasonable best efforts to provide to Purchaser and the Financing Sources the Required Information in a manner thatgood faith, taken as a whole, does not contain contains any untrue statement of a material fact regarding the Purchased Assets certifications or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are madeopinions, as applicable. (d) Notwithstanding Whether or not the foregoingClosing occurs, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability in connection with the Financing or the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall will promptly, upon request by ▇▇▇▇▇▇ or Sellerthe Company, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates the Company for all reasonable and documented out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees fees) incurred by the Company or any of its Subsidiaries (other than with respect to any costs associated with preparing quarterly and other fees and expenses as incurredannual financial statements) in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 6.13(d) and shall 10.03(b). Purchaser will indemnify and hold harmless ▇▇▇▇▇▇the Company, Seller its Affiliates and their respective Affiliates Representatives from and against any and all Liabilities losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of the Financing or the cooperation contemplated by (including any action taken in accordance with this Section 6.13(d10.03) and (iv) none of ▇▇▇▇▇▇any assistance or activities in connection therewith, Seller or their respective Affiliates, or any Persons who are directors of in each case other than to the extent any of the foregoingforegoing arises from the bad faith, shall be required to pass resolutions gross negligence or consents to approve willful misconduct of, or authorize the execution breach of the Financing or execute or deliver this Agreement by any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04such Person. (e) In Notwithstanding anything herein to the contrary, in no event shall any failure to obtain any Financing nor any failure to fund any Financing relieve Purchaser of any obligation under or in respect of this Agreement, including the receipt obligation to timely consummate the transactions contemplated by this Agreement as required hereby, and neither the obtaining nor the availability or funding of any Financing shall constitute a condition to Purchaser’s obligation to timely consummate the transactions contemplated by this Agreement as required hereby. Purchaser reaffirms its obligation to consummate the transactions contemplated by this Agreement irrespective and independently of the availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition subject to any of Purchaser’s or Purchaser Parent’s obligations under this Agreementthe terms and conditions set forth herein.

Financing. (aAcquiror has delivered to the Company signed counterpart(s) Purchaser and Purchaser Parent each 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 obtain and to consummate of the Financing (or any Alternative Financing) on the terms and conditions described in the Credit Facilities Commitment Letter (including the flex provisions related thereto)dated as of January 9, subject to any amendments or modifications thereto permitted 2005 made by Section 6.13(b), including using its reasonable best efforts to (i) maintain in effect the Commitment Letter, (ii) negotiate and enter into definitive agreements with respect to the Financing on the terms and conditions (including the flex provisions) contained in the Commitment Letter, subject to any amendments or modifications thereto permitted by Section 6.13(b), (iii) satisfy on a timely basis all conditions applicable to Purchaser or its Affiliates contained in the Commitment Letter, including the payment of any commitment, engagement or placement fees required as a condition to the Financing and due and payable by Purchaser or its Affiliates, (iv) upon the satisfaction or waiver of such conditions, consummate the Financing on or prior to the Closing Date, including by drawing on any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection with the Financing, and (vi) comply with its obligations under the Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion of the Financing reasonably unlikely to occur in the manner or from the sources contemplated in the Commitment Letter, Purchaser shall promptly (and in any event within two (2) Business Days) notify ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Corporation (“MLCC”), Wachovia Bank, National Association (“WB”), Wachovia Capital Investments, Inc. (“WCI” and, together with (1) MLCC and Seller WB and shall use its reasonable best efforts (2) up to arrange two (2) assignees of any or all of WCI, MLCC and/or WB that are Eligible Assignees (as promptly as practicable any such portion from alternative sources on terms hereinafter defined), the “Lenders”) and conditions not materially less favorable in Wachovia Capital Markets, LLC (“WCM” ), and accepted by Parent, pursuant to which the aggregate Lenders have agreed, subject to Purchaser and its Affiliates than the terms and conditions set forth therein, to provide or cause to be provided up to an aggregate of $1,195,000,000 of debt financing in connection with the transactions contemplated hereby (the “Bank Commitment Letter”; and the financing referred to in the Bank Commitment Letter and that would not have any of the effects prohibited pursuant is herein referred to amendment by Section 6.13(b) (such financing, as the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ The Bank Commitment Letter has not been amended and Seller prompt oral is in full force and written notice of (1) any breach or default by Purchaser or its Affiliates effect as of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative Financing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent date hereof. The Acquiror shall not, without the prior written consent of ▇▇▇▇▇▇the Company, agree to any amendment or modification of the Bank Commitment Letter that (i) permit reduces the respective commitments of the Lenders thereunder upon receipt, acceptance and allocation of commitments of other lenders, (ii) amends or modifies any termination, amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions precedent to the Financing, (B) modifies any existing conditions to availability of the Financing commitments provided by the Lenders in a manner that affects is materially more onerous or burdensome to the consummation of all or any portion Acquiror to obtain the Financing provided for in the Bank Commitment Letter, (iii) reduces the aggregate amount of the Financing to an aggregate amount below a level that would impair Purchaser’s ability which is necessary to consummate the Transactions, (B) reduces the committed amount of the Financing, (C) adversely affects in any material respect the ability of Purchaser to enforce its rights against other parties to the Commitment Letter transactions contemplated hereby or the definitive agreements in respect thereof, or (D) could otherwise reasonably be expected to prevent, impede or delay in any material respect the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letter. (c) Prior to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and the Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation change the identity of documentation the Lenders (other than the addition of two additional Lenders as contemplated in subclause (2) above); provided that, without the prior consent of the Company, the Bank Commitment Letter may be amended or modified to substitute other lenders for any of the Lenders, so long as such substitute lenders are among the financial institutions identified in the letter of even date with this Agreement addressed by the Company to the Acquiror, MLCC, WB, WCI and WCM (such financial institutions are referred to herein as “Eligible Assignees”)or to add up to two (2) Eligible Assignees as Initial Senior Secured Lenders and/or Initial Interim Lenders (both as defined in the Bank Commitment Letter as in effect on the date hereof) (in such case, the “Bank Commitment Letter” shall mean the Bank Commitment Letter as so amended or modified; provided further that nothing herein shall be construed to prevent the Acquiror from consenting to the receipt, acceptance and allocation commitments with respect to the pledging Financing so long as the commitments of collateral, if applicablethe Lenders with respect thereto are not reduced thereby). In addition, Seller The funds in the amounts set forth in the Bank Commitment Letter (including the sources and uses of funds contemplated thereby (including the cash on hand of the Company)) will use its reasonable best efforts be sufficient to provide to Purchaser enable Acquiror and the Financing Sources Company to pay the Required Information in a manner thatMerger Consideration, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are made. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or all other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability in connection with the Financing or the cooperation contemplated necessary payments by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing or Merger (including the cooperation repayment of certain outstanding indebtedness of the Company) and to pay all of the related fees and expenses, in each case as contemplated by this Section 6.13(d) and the Bank Commitment Letter (iv) none of ▇▇▇▇▇▇collectively, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04“Merger Funds”). (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.

Financing. (a) Purchaser Subject to the terms and Purchaser conditions of this Agreement, each of Parent each and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain and to consummate the Financing (or any Alternative Financing) on the terms and conditions described in the Commitment Letter (including the flex provisions related thereto), subject to any amendments or modifications thereto permitted by Section 6.13(b), including using its reasonable best efforts to (i) maintain in effect the Commitment Letterapplicable Financing Letters and, to the extent entered into prior to the Closing, the definitive agreements relating to the applicable Financing (subject to Parent’s or Merger Sub’s right to replace, restate, supplement, modify, assign, substitute, waive or amend the Financing Letters in accordance herewith); (ii) negotiate and enter into definitive agreements with respect to the Debt Financing on the terms and conditions (including no less favorable in the flex provisions) aggregate to Parent than those contained in the Debt Commitment Letter (after giving effect to any modifications thereto contemplated by the “flex” provisions in the Redacted Fee Letter) (or on other terms and conditions that are acceptable to Parent, subject to any amendments or modifications thereto permitted by Section 6.13(bthe Prohibited Financing Modifications), ; (iii) satisfy on a timely basis (taking into account the anticipated timing of the Closing) (or obtain a waiver of) all conditions applicable to Purchaser or its Affiliates contained (and within control of) Parent and Merger Sub in the Commitment Letterapplicable Financing Letters and, including the payment of any commitment, engagement or placement fees required as a condition to the Financing extent entered into prior to the Closing, the definitive agreements relating to the Financing; and due and payable by Purchaser or its Affiliates, (iv) upon the satisfaction or waiver of such conditionsthe conditions to Parent’s and Merger Sub’s obligations to consummate Merger, consummate the Financing on and cause the Financing Sources, the Guarantors and the other Persons committing to fund the Financing to fund the Financing at (or prior substantially concurrently with) the Closing. Notwithstanding anything to the Closing Datecontrary in this Agreement, including by drawing on any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required nothing contained in connection with the Financingthis Section 6.4 shall require, and (vi) comply with its obligations under in no event shall the Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion of the Financing reasonably unlikely to occur in the manner or from the sources contemplated in the Commitment Letter, Purchaser shall promptly (and in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use its reasonable best efforts of Parent or Merger Sub be deemed or construed to arrange as promptly as practicable require, either Parent or Merger Sub to (x) seek the Equity Financing from any such portion from alternative sources on source other than the Guarantors, or in any amount in excess of that contemplated by, the Equity Commitment Letters, (y) incur or pay any material fees to obtain a waiver of any term of the Debt Commitment Letter or pay any fees that are, in the aggregate, in excess of those contemplated by the Equity Commitment Letters or the Debt Commitment Letter or (z) agree to terms and conditions not materially that are less favorable in the aggregate any material respect to Purchaser and its Affiliates Parent or Merger Sub (or their Affiliates) than the terms and conditions set forth in the Commitment Letter and that would not have any of the effects prohibited pursuant to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) any breach or default by Purchaser or its Affiliates of the Debt Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of . Parent shall keep the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of Company informed upon the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, Company’s written request on a reasonable basis and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed in reasonable detail of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing. Parent shall give the Company prompt notice upon having knowledge of any material breach by any party to any of the Financing Letters or Alternative Financingany termination of any of the Financing Letters. (b) Notwithstanding anything Prior to the contrary in this AgreementClosing Date, Purchaser Parent and Purchaser Parent Merger Sub shall not, without the prior written consent of ▇▇▇▇▇▇the Company (not to be unreasonably withheld, (i) conditioned or delayed), subject to the last sentence of this paragraph, agree to or permit any terminationtermination of or amendment, amendment supplement or modification to be made to, or grant any waiver of any provision or remedy under, the Debt Commitment Letter or the Redacted Fee Letters Letter if such termination, amendment, modificationsupplement, modification or waiver or remedy would (A) adds new conditions 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 Financingfees and original issue discount contemplated by the Debt Commitment Letter on the Agreement Date unless the amount of the Debt Financing or Equity Financing is increased by a corresponding amount) such that Parent or Merger Sub, as applicable, would not have sufficiently available funds necessary to pay the Required Amounts on the Closing Date; (B) modifies impose new or additional conditions precedent to the availability of the Debt Financing or expand or amend or modify any of the existing conditions precedent to the Financing Debt Financing, in each case, in a manner that affects would reasonably be expected to materially delay or prevent the consummation Closing; or (C) otherwise reasonably be expected to materially delay or prevent the Closing (any such termination, amendment, supplement, modification or waiver described in the foregoing clauses (A) through (C), collectively, the “Prohibited Financing Modifications”). Notwithstanding the foregoing, any amendment, supplement or modification to add or replace lenders, lead arrangers, bookrunners, syndication agents or other similar entities (or titles with respect to such entities) thereto shall be permitted and shall not require written consent of the Company. Parent shall promptly deliver to the Company copies of any written amendment, modification, supplement, consent or waiver to or under the Debt Commitment Letter promptly upon execution thereof. (c) Parent shall, upon Company’s reasonable written request, keep the Company informed on a reasonably prompt basis and in reasonable detail of the status of its efforts to arrange the Debt Financing and, upon Company’s reasonable request, provide, to the extent available, to the Company complete, correct and executed copies of the material definitive documents for the Debt Financing. Parent and Merger Sub shall give the Company prompt written notice (i) of any material breach, default, termination, cancellation or repudiation by any party to the Debt Commitment Letter of which Parent or Merger Sub becomes aware; (ii) of the receipt by Parent or Merger Sub of any written notice or other written communication from any Financing Source with respect to any actual or alleged (in writing) material breach, default, termination, cancellation or repudiation by any party to the Debt Commitment Letter of any provisions of the Debt Commitment Letter that would reasonably be expected to result in a reduction of 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 Agreement Date unless the amount of the Debt Financing or Equity Financing is increased by a corresponding amount) such that Parent or Merger Sub, as applicable, would not have sufficiently available funds necessary to pay the Required Amounts on the Closing Date or impose new or additional conditions precedent to the availability of the Debt Financing or expand or amend or modify any of the existing conditions precedent to the Debt Financing, in each case, in a manner that would reasonably be expected to materially delay or prevent the Closing; and (iii) of the occurrence of an event or development that would reasonably be expected to result in a reduction of 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 Agreement Date unless the amount of the Debt Financing or Equity Financing is increased by a corresponding amount) such that Parent or Merger Sub, as applicable, would not have sufficiently available funds necessary to pay the Required Amounts on the Closing Date or impose new or additional conditions precedent to the availability of the Debt Financing or expand or amend or modify any of the existing conditions precedent to the Debt Financing, in each case, in a manner that would reasonably be expected to materially delay or prevent the Closing. Additionally, Parent and Merger Sub shall provide any information reasonably requested by the Company relating to any circumstance referred to in the immediately preceding sentence, subject to applicable legal privilege or confidentiality obligations. (d) If, notwithstanding the use of reasonable best efforts by Parent and Merger Sub, as applicable, under Section 6.4(a), all or any portion of the Debt Financing to below a level that would impair Purchaser’s ability to consummate becomes unavailable on the Transactions, (B) reduces the committed amount of the Financing, (C) adversely affects in any material respect the ability of Purchaser to enforce its rights against other parties to the Commitment Letter or the definitive agreements in respect thereof, or (D) could otherwise reasonably be expected to prevent, impede or delay in any material respect the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing terms and conditions contemplated by the Debt Commitment Letter or and such portion is necessary to fund the Required Amounts on the Closing Date (after taking into account any Alternative Financing contemplated by any new debt commitment letter. (c) Prior to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative available Equity Financing, as applicable with prospective lendersother committed financing or other sources of cash then available), investors Parent shall promptly notify the Company in writing and ratings agencies, (ii) assisting Purchaser Parent and the Financing Sources in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and the Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation of documentation with respect to the pledging of collateral, if applicable. In addition, Seller will Merger Sub shall use its their reasonable best efforts to provide arrange and obtain, prior to Purchaser the Termination Date, alternative debt financing from the same or alternative sources in an amount sufficient, together with the remaining available Financing and cash or cash equivalents held by Parent, Merger Sub and the Financing Sources Company and its Subsidiaries, to fund the Required Information in a manner that, taken as a whole, does Amount on the Closing Date and with terms and conditions not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit less favorable to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are made. Parent and Merger Sub (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability in connection with the Financing or the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors ) in the aggregate than the terms and conditions set forth in the Debt Commitment Letter (“Alternative Debt Financing”). Parent shall deliver to the Company true and complete copies of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree commitment letters (including related fee letters) with respect to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to Alternative Debt Financing (which fee letters may be redacted in a fashion consistent with the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04Redacted Fee Letter). (e) In no event For purposes of this Agreement, references to (x) the “Financing” shall include the receipt financing contemplated by the Financing Letters as permitted to be amended, modified, supplemented, waived or availability of replaced by this Section 6.4 and any Alternative Debt Financing; (y) the Financing“Debt Commitment Letter” shall include such documents as permitted to be amended, Alternative Financing modified, supplemented, waived or replaced by this Section 6.4 and any commitment letter or other funds or financing by Purchaser or any of its Affiliates be a condition binding documentation with respect to any of Purchaser’s Alternative Debt Financing; and (z) “Debt Financing” shall include the debt financing contemplated by the Debt Commitment Letter as permitted to be amended, modified, supplemented, waived or Purchaser Parent’s obligations under replaced by this AgreementSection 6.4 and any Alternative Debt Financing.

Financing. (a) Purchaser Subject to the terms and Purchaser Parent each conditions of this Agreement, Buyer (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, proper or advisable to obtain and to consummate the Financing (or any Alternative Financing) on the terms and conditions (including the flex provisions) described in the Commitment Letter pursuant to the terms thereof and (ii) shall not permit any amendment or modification to be made to, or any waiver of any provision under, the Commitment Letter if such amendment, modification or waiver (A) reduces (or could have the effect of reducing) the aggregate amount of the Financing (including by increasing the flex provisions related thereto)amount of fees to be paid or original issue discount unless the Financing is increased by a corresponding amount) or (B) imposes new or additional conditions or otherwise expands, subject amends or modifies any of the conditions to the receipt of the Financing, or otherwise expands, amends or modifies any amendments other provision of the Commitment Letter, in a manner that would reasonably be expected to (y) delay or modifications prevent or make less likely the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (z) adversely impact the ability of Buyer to enforce its rights against other parties to the Commitment Letter or the definitive agreements with respect thereto permitted by Section 6.13(b)or otherwise impair or delay the Closing or the date on which the Financing would be obtained. Buyer shall promptly deliver to Seller true and correct copies of any such amendment, including using modification or replacement. (b) Buyer shall use its reasonable best efforts to (i) to maintain in effect the Commitment Letter, (ii) to negotiate and enter into definitive agreements with respect to the Financing Commitment Letter on the terms and conditions (including the flex provisions) contained in the Commitment Letter (or on terms no less favorable to Buyer than the terms and conditions (including flex provisions) in the Commitment Letter, subject to any amendments or modifications thereto permitted by Section 6.13(b), (iii) to satisfy on a timely basis all conditions applicable to Purchaser receipt of the Financing at the Closing set forth in the Commitment Letter that are within its control or subject to its Affiliates contained influence and, upon satisfaction of the conditions set forth in the Commitment Letter, including to consummate the payment of any commitment, engagement Financing at or placement fees required as a condition prior to the Closing, including using its best efforts (including through litigation pursued in good faith) to cause the Financing and due and payable by Purchaser or its AffiliatesSources to fund the Financing at the Closing, (iv) upon to enforce its rights (including through litigation pursued in good faith) under the satisfaction or waiver of such conditionsCommitment Letter, consummate the Financing on or prior to the Closing Date, including by drawing on any interim or bridge financing facilities contemplated thereby, and (v) obtain such third-party consents as may be reasonably required in connection with the Financing, and (vi) to comply with its obligations under the Commitment Letter. If Purchaser Buyer shall keep Seller informed on a current basis and in reasonable detail of the status of its efforts to arrange the Financing and provide to Seller copies of drafts and definitive agreements for the Financing. Without limiting the generality of the foregoing, Buyer shall give Seller prompt notice (y) of any breach or Purchaser Parent default by any party to any of the Commitment Letter or definitive agreements related to the Financing of which Buyer becomes aware and (z) of the receipt of any event written notice from any Financing Source with respect to any actual breach, default, termination or circumstance that makes procurement repudiation by any party to the Commitment Letter or definitive agreements related to the Financing of any provisions of the Commitment Letter or definitive agreements related to the Financing. If any portion of the Financing otherwise becomes unavailable, and such portion is reasonably unlikely required to occur in fund the manner or from the sources Purchase Price and all fees, expenses and other amounts contemplated in the Commitment Letterto be paid by Buyer pursuant to this Agreement, Purchaser shall promptly (and in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and Buyer shall use its reasonable best efforts to arrange as promptly as practicable any such portion and obtain in replacement thereof alternative financing from alternative sources on in an amount sufficient to consummate the transactions contemplated by this Agreement with terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates Buyer than the terms and conditions set forth in the Commitment Letter as promptly as reasonably practicable following the occurrence of such event. Buyer shall deliver to Seller true and that would not have any complete copies of the effects prohibited all agreements and contracts pursuant to amendment by Section 6.13(b) (which any such financing, the “Alternative Financing”). Purchaser alternative source shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) any breach or default by Purchaser or its Affiliates of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties have committed to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative Financing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇, (i) permit any termination, amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions to the Financing, (B) modifies any existing conditions to the Financing in a manner that affects the consummation of all or provide any portion of the Financing to below a level Financing. Buyer acknowledges that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the Financing, (C) adversely affects in any material respect the ability of Purchaser to enforce its rights against other parties to the Commitment Letter or the definitive agreements in respect thereof, or (D) could otherwise reasonably be expected to prevent, impede or delay in any material respect the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of obtaining the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letter. (c) Prior to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with the Financing (provided that such requested cooperation does Closing is not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and the Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation of documentation with respect to the pledging of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are made. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability in connection with the Financing or the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04. (e) In no event shall the receipt or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s Buyer complying with its obligations under this Agreement, including closing the transactions contemplated herein following satisfaction or waiver of the conditions in Article 8 and Article 9.

Financing. (a) Purchaser and Purchaser Parent each 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 obtain and the proceeds of the Debt Financing on or prior to consummate the Financing (or any Alternative Financing) Closing on the terms and conditions (including the "market flex" provisions) described in the Debt Commitment Letter (including or, other than with respect to amount and conditionality, on terms that are otherwise acceptable to Purchaser and the flex provisions related thereto), subject to any amendments or modifications thereto permitted by Section 6.13(bproviders of the Debt Financing in their sole discretion), including using its reasonable best efforts to (i) maintain in effect the Debt Commitment LetterLetter until the consummation of the transactions contemplated by this Agreement (including the Closing), (ii) negotiate and enter into definitive agreements with respect to the Financing on the terms and conditions (including the flex provisions) contained in the Commitment Letter, subject to any amendments or modifications thereto permitted by Section 6.13(b), (iii) satisfy on a timely basis (taking into account the expected timing of the Closing in accordance with this Agreement) all of the conditions applicable to Purchaser or funding of the Debt Financing that are within its Affiliates control, (iii) enter into definitive written agreements no later than the date of the Closing with respect to the Debt Financing on terms and conditions contained in the Debt Commitment Letter, including the payment of any commitment, engagement or placement fees required as a condition to the Financing and due and payable by Purchaser or its Affiliates, (iv) upon obtain the satisfaction or waiver proceeds of such conditionsthe Debt Financing no later than at the Closing, consummate the Financing on or prior to the Closing Date, including by drawing on any interim or bridge financing facilities contemplated thereby, and (v) obtain such third-party consents as may be reasonably required in connection enforce Purchaser's rights under or with respect to the Financing, and (vi) comply with its obligations under the Debt Commitment Letter. If Purchaser or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion of the Financing reasonably unlikely to occur in the manner or from the sources contemplated in the Commitment Letter, Purchaser shall promptly (and in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates than the terms and conditions set forth in the Commitment Letter and that would not have any of the effects prohibited pursuant to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) any breach or default by Purchaser or its Affiliates of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative Financing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent shall not, without Without the prior written consent of ▇▇▇▇▇▇the Company (such consent not to be unreasonably withheld, (i) conditioned or delayed), Purchaser shall not permit any termination, amendment or modification to be made to, or any waiver (including any waiver of any provision or remedy remedy) under, and shall not terminate in whole or in part, the Debt Commitment Letter or Fee Letters if such termination, amendment, modificationmodification or waiver would (i) reduce the aggregate amount of the Debt Financing, waiver when taken together with the Available Revolving Commitments and other funds available to Parent and Purchaser on the Effective Date, below the amount necessary to satisfy the Required Amount (including by changing the amount of fees, expenses, premiums or remedy charges to be paid in respect of the Debt Financing or original issue discount in respect of the Debt Financing), (Aii) adds impose new or additional conditions precedent to the Financing, (B) modifies availability of the Debt Financing or otherwise expand or adversely amend or modify any existing of the conditions precedent to the availability of the Debt Financing in a manner that affects would reasonably be expected to materially delay or prevent the consummation of all Closing, or any portion of (iii) otherwise would reasonably be expected to (A) materially delay or prevent the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, Closing or (B) reduces the committed amount of the Financing, (C) adversely affects in any material respect impact the ability of Purchaser to enforce its rights against any other parties party to the Debt Commitment Letter (the limitations set forth in this sentence, the "Prohibited Debt Financing Amendments"); provided that, Purchaser may amend the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, managers, agents or other entities who had not executed the definitive agreements in respect thereofDebt Commitment Letter as of the date of this Agreement, to reallocate commitments or assign or reassign titles or roles to, or (D) could otherwise reasonably be expected between or among, any entities party thereto in connection therewith or to prevent, impede or delay give effect to any "market flex" provisions in the fee letter referred to in Section 3.7(a). Purchaser shall make available to the Company any material respect amendments, modifications or waivers to the consummation Debt Commitment Letter and related fee letter(s) promptly following the execution of the Closing or same. Without the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation prior written consent of the Financing contemplated by Company (such consent not to be unreasonably withheld, conditioned or delayed), neither Parent nor any of its Subsidiaries shall terminate any revolving credit commitments that are necessary to satisfy the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letterRequired Amount. (c) Prior Upon the reasonable request of the Company, Purchaser shall keep the Company reasonably informed of the status of its efforts to obtain the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Debt Financing. Purchaser such cooperation as is reasonably requested by Purchaser in connection with shall give the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations Company prompt written notice of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts any material breach or default or termination or cancellation or repudiation by any party to any of the Debt Commitment Letter or definitive documents related to the Debt Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agenciesof which Purchaser becomes aware, (ii) assisting Purchaser and the Financing Sources in the preparation receipt of any written notice from any financing source with respect to any (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for actual or threatened (in writing) material breach or default or termination or repudiation by any party to any of the Debt Commitment Letter or any definitive document related to the Debt Financing of any material provisions of the Debt Commitment Letter or any definitive document related to the Debt Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentationsmaterial dispute or disagreement between or among any parties to any of the Debt Commitment Letter or any definitive document related to the Debt Financing of which Purchaser becomes aware, in each case, that would reasonably be expected to prevent or materially delay the funding of the Debt Financing or reduce the Debt Financing, when taken together with the Available Revolving Commitments and other funds available to Parent and Purchaser on the Effective Date, below the amount necessary to satisfy the Required Amount and (iii) furnishing the receipt of any written notice on the basis of which Purchaser expects that a party to the Debt Commitment Letter will fail to fund the Debt Financing or is reducing (or attempting to reduce) the amount of the Debt Financing, when taken together with the Available Revolving Commitments and other funds available to Parent and Purchaser on the Effective Date, below the amount necessary to satisfy the Required Amount. Purchaser shall promptly provide any information reasonably requested by the Company in writing relating to any circumstance referred to in the immediately preceding sentence. (d) If any portion of the Debt Financing necessary to satisfy the Required Amount (after taking into consideration the portion of the Debt Financing that is and remains available and the Financing Sources Available Revolving Commitments and other funds expected to be available to Parent or Purchaser on the Required Information; Effective Date) becomes unavailable on the terms and conditions (ivincluding any applicable "market flex" provisions) facilitating Purchaser’s preparation contemplated by the Debt Commitment Letter, Purchaser shall, as promptly as reasonably practicable following the occurrence of documentation with respect to the pledging of collateralsuch event, if applicable. In addition, Seller will use its reasonable best efforts to provide obtain in replacement thereof, and negotiate and enter into definitive agreements with respect to, alternative financing from the same or alternative sources (such financing, the "Alternative Financing") (i) in an amount sufficient to Purchaser satisfy the Required Amount (after taking into consideration the portion of the Debt Financing that is and remains available and the Financing Sources Available Revolving Commitments and other funds expected to be available to Parent or Purchaser on the Required Information in a manner thatEffective Date), (ii) with terms and conditions (including "market flex" provisions), taken as a whole, does not contain any untrue statement of a material fact regarding less favorable to Purchaser (or its affiliates) than the Purchased Assets or terms and conditions (including the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading "market flex" provisions) set forth in the light of the circumstances under which such statements are made. Debt Commitment Letter (d) Notwithstanding the foregoingprovided that, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives in no case shall Purchaser be required to pay any commitment fees or other similar feeagree to pay any interest rate amounts or original issue discounts, provide any securityin either case, execute any document, make any representations, provide any indemnification or incur any other expense or Liability in connection with the Financing or the cooperation excess of those contemplated by this Section 6.13(dthe Debt Commitment Letter as in effect on the date hereof (including the "market flex" provisions), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege), (iii) Purchaser shall promptly, which do not impose new or additional conditions precedent or materially expand upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) the conditions precedent to the Debt Financing set forth in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) Debt Commitment Letter and (iv) none of ▇▇▇▇▇▇, Seller which would not reasonably be expected to materially delay or their respective Affiliates, or any Persons who are directors of any prevent the funding of the foregoingDebt Financing (or the satisfaction of the conditions to the Debt Financing) on the Effective Date. Purchaser shall deliver to the Company true, complete and correct copies of the new executed commitment letter (including all related exhibits, schedules, annexes, supplements and terms sheets thereto, and including any related fee letter) that provides for such Alternative Financing (which fee letters may be redacted in a manner consistent with the redactions permitted by Section 3.7(a)) and any replacements, amendments, supplements or other modifications or agreements pursuant to which such Alternative Financing shall be required made available to pass resolutions or consents to approve or authorize Purchaser promptly following the execution of such debt commitment letters and fee letters. For purposes of this Agreement (other than with respect to representations in this Agreement made by Purchaser as of the date of this Agreement), references to (x) the "Debt Financing" shall include any such Alternative Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to and (y) the Closing or agree "Debt Commitment Letter" shall include such documents with respect to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04such Alternative Financing. (e) In Nothing contained in this Section 4.18 will require, and in no event will the reasonable best efforts of Purchaser under Section 4.18 be deemed or construed to require, Purchaser to (i) share any information with the Company if doing so would waive attorney client or other similar legal privilege (provided that Purchaser shall the receipt use commercially reasonable efforts to provide such information in a manner that would not jeopardize such privilege) or availability of the Financing, Alternative Financing or (ii) seek any other funds or equity financing by Purchaser or from any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreementsource.

Financing. (a) Purchaser Each of Merger Sub and Purchaser Parent each shall use its their respective reasonable best efforts to take, or cause to be taken, all actions consummate and to do, or cause to be done, all things necessary, proper or advisable to obtain and to consummate the Financing (or any Alternative Financing) on the terms and conditions described in the Commitment Letter (including the flex provisions related thereto), subject to any amendments or modifications thereto permitted by Section 6.13(b), including using its reasonable best efforts to (i) maintain in effect the Commitment Letter, (ii) negotiate and enter into definitive agreements with respect to proceeds of the Financing on the terms and conditions (including the flex provisions) contained described in the Commitment LetterFinancing Commitments (as replaced, subject amended, supplemented, modified, waived or superseded to any amendments or modifications thereto permitted the extent not prohibited by Section 6.13(b)4.15(b) below) on a timely basis to facilitate the Closing when required by Section 1.2, including using their respective reasonable best efforts to: (i) to maintain in effect the Financing Commitments until the Transactions are consummated, (ii) enforce (including through specific performance, litigation or other appropriate proceedings, each of the foregoing pursued in good faith) its rights under the Debt Commitment Papers, (iii) satisfy negotiate and enter into definitive agreements with respect thereto on a timely basis all the terms and conditions applicable to Purchaser or its Affiliates (including flex provisions) contained in the Commitment Letter, Financing Commitments (or on terms not materially less favorable to Parent or Merger Sub than the terms and conditions (including the payment of any commitment, engagement or placement fees required as a condition to flex provisions) in the Financing and due and payable by Purchaser or its AffiliatesCommitments), (iv) upon the satisfaction satisfy, or waiver of such conditionscause their Representatives to satisfy, consummate the Financing on or prior to the Closing Date, including by drawing on any interim Date (or bridge financing facilities contemplated thereby, obtain the waiver of) all conditions in the Financing Commitments and such definitive agreements applicable to it that are within its control and (v) obtain such third-cause (including through litigation pursued in good faith) the Financing Sources who are party consents as to the Debt Financing Commitments and any other person providing Financing to fund the Financing at the Closing (and in any event prior to the Outside Date). (b) Neither Merger Sub nor Parent shall 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 (which may be granted or withheld in the Company’s sole discretion), to the extent such amendments, modifications or waivers would or would reasonably required be expected to (i) reduce (or have the effect of reducing) the aggregate amount of aggregate cash proceeds available from the Financing (including by changing the amount of fees to be paid or original issue discount) below an amount that, when combined with Parent’s and Merger Sub’s other sources of funds, is sufficient to fund the Required Amount, or (ii) impose new or additional conditions precedent to the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in connection a manner that would reasonably be expected to be adverse to Merger Sub, Parent or the Company, including any expansion, amendment or modification that would or would be reasonably be expected to (A) prevent or delay or impair the ability of Merger Sub and Parent to consummate the Merger and the other Transactions to be consummated on the Closing Date pursuant to this Agreement, (B) adversely impact the ability of Merger Sub or Parent to enforce its rights or remedies against the other parties to the Financing Commitments or Financing Agreements or (C) make the funding of the Financing on the Closing Date or satisfaction of the conditions precedent to obtaining the Financing on the Closing Date any less likely to occur; provided that, subject to compliance with the Financingother provisions of this Section 4.15, Parent and Merger Sub may amend the Debt Commitment Letter to (1) add and/or replace arrangers, bookrunners, agents or similar entities, (2) modify pricing or implement or exercise any of the flex provisions contained in the Debt Commitment Papers and (vi3) comply reallocate commitments or assign or reassign titles or roles to, or between or among, any parties to the Debt Commitment Papers in accordance with its the terms thereof. Parent shall promptly deliver to the Company copies of any such amendment, modification or waiver of any of the Financing Commitments or the Financing Agreements. Neither Merger Sub 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 (i) replacements of the Debt Commitment Letter. If Purchaser Letter with alternative financing commitments pursuant to Section 4.15(d), or Purchaser Parent becomes aware (ii) assignments and replacements of lenders under the terms of the syndication of the Financing Commitments in accordance with the terms thereof so long as any such assignment or replacement would not result in any of the circumstances described in the first sentence of this Section 4.15(b). (c) In the event or circumstance that makes procurement of any portion of the Financing becomes or would reasonably unlikely be expected to occur become unavailable in the manner or from the sources contemplated in the Commitment LetterFinancing Commitments (other than as a result of the termination of the Financing Commitments on the Outside Date pursuant to the terms thereof), Purchaser Parent shall promptly (and so notify the Company. As soon as reasonably practicable, but in any event within two (2) Business Days) notify ▇▇▇▇▇▇ and Seller and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions not materially less favorable in the aggregate to Purchaser and its Affiliates than the terms and conditions set forth in the Commitment Letter and that would not have any Days of the effects prohibited pursuant date the Company delivers to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and Parent or Merger Sub a written notice of (1) any breach or default by Purchaser or its Affiliates of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ Parent and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative Financing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent Merger Sub shall not, without the prior written consent of ▇▇▇▇▇▇, (i) permit provide any termination, amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions to the Financing, (B) modifies any existing conditions to the Financing in a manner that affects the consummation of all or any portion of the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the Financing, (C) adversely affects in any material respect the ability of Purchaser to enforce its rights against other parties to the Commitment Letter or the definitive agreements in respect thereof, or (D) could otherwise reasonably be expected to prevent, impede or delay in any material respect the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letter. (c) Prior to the Closing, Seller and ▇▇▇▇▇▇ shall, at Purchaser’s cost and expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is information reasonably requested by Purchaser in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller, ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: (i) assisting in preparation for and participation in customary marketing efforts related Company relating to the Financing or the Alternative Financing, as applicable with prospective lenders, investors and ratings agencies, (ii) assisting Purchaser and the Financing Sources any circumstance referred to in the preparation of (A) a customary offering documentimmediately preceding sentence or in Section 4.15(d)(ii); provided, private placement memorandum and/or bank information memorandum and similar marketing documents for the Financing or the Alternative Financinghowever, as applicable, and (B) materials for rating agency presentations, (iii) furnishing Purchaser and the Financing Sources the Required Information; and (iv) facilitating Purchaser’s preparation of documentation with respect to the pledging of collateral, if applicable. In addition, Seller will use its reasonable best efforts to provide to Purchaser and the Financing Sources the Required Information in a manner that, taken as a whole, does not contain any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are made. (d) Notwithstanding the foregoing, (i) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to pay any commitment or other similar fee, provide any security, execute any document, make any representations, provide any indemnification or incur any other expense or Liability in connection with the Financing or the cooperation contemplated by this Section 6.13(d), (ii) none of ▇▇▇▇▇▇, Seller or any of their respective Affiliates or other Representatives shall be required to provide any solvency opinion or legal opinion or other opinion of counsel, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser shall promptly, upon request by ▇▇▇▇▇▇ or Seller, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates for all out-of-pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurred) in connection with the cooperation contemplated by this Section 6.13(d) and shall indemnify and hold harmless ▇▇▇▇▇▇, Seller and their respective Affiliates from and against any and all Liabilities incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution of the Financing or execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information provided to Purchaser or its Affiliates pursuant to this Section 6.13(d) shall be subject to the Confidentiality Agreement and Section 6.04. (e) In no event shall the receipt rules of discovery otherwise applicable, that Parent or availability of the Financing, Alternative Financing or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser Parent’s obligations under this Agreement.Merger Sub need not

Financing. (a) Purchaser and Purchaser Parent each shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain and to consummate the Financing (or any Alternative Financing) on the terms and conditions described in the Commitment Letter (including the flex provisions related thereto), subject to any amendments or modifications thereto permitted by Section 6.13(b)Letter, including using its reasonable best efforts to (i) maintain in effect the Commitment LetterLetter for the commitment period set forth therein, (ii) negotiate and enter into definitive agreements with respect to the Financing thereto on the terms and conditions (including the flex provisions) contained set forth in the Commitment Letter, subject to any amendments or modifications thereto permitted by Section 6.13(bLetter (the “Definitive Agreements”), (iii) satisfy on a timely basis all conditions applicable to Purchaser or the funding of the Financing that are within its Affiliates contained in control and comply with its obligations and enforce its rights under the Commitment Letter, including the payment of any commitment, engagement or placement fees required as a condition to the Financing Letter and due and payable by Purchaser or its Affiliates, (iv) upon the satisfaction or waiver of such conditions, consummate the Financing on or prior seek to the Closing Date, including by drawing on any interim or bridge financing facilities contemplated thereby, (v) obtain such third-party consents as may be reasonably required in connection with the Financing. Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter and/or substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative financing sources (including to reduce the amount of the Financing), provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter (A) shall not expand upon the conditions precedent to the Financing as set forth in the original Commitment Letter (whether by adding additional conditions precedent or modifying conditions precedent contained in the original Commitment Letter), (B) shall provide for a financing amount not less than the amount necessary to satisfy the Required Amounts in full after taking into account the Specified Financial Resources, and (viC) comply with its obligations under shall not prevent or materially delay the Commitment Letterconsummation of the Mergers and the other transactions contemplated by this Agreement (any financing and related commitment satisfying the foregoing conditions (A)-(C), a “Qualifying Financing”). If Purchaser any portion of the Financing becomes unavailable or Purchaser Parent becomes aware of any event or circumstance that makes procurement of any portion of the Financing reasonably unlikely to occur unavailable, in each case, on the manner or from the sources terms and conditions contemplated in the Commitment LetterLetter and such portion is reasonably required to satisfy the Required Amounts in full, Purchaser Parent shall promptly (1) notify the Company and in any event within two (2) Business Daysseek to arrange and obtain Qualifying Financing as promptly as reasonably practicable following the occurrence of such event. Parent shall give the Company prompt notice of any material breach by any party to the Commitment Letter (or commitment for any alternative financing obtained in accordance with this Section 6.14) notify ▇▇▇▇▇▇ or of any condition not likely to be satisfied, in each case, of which Parent becomes aware or any termination of the Commitment Letter (or commitment for any alternative financing obtained in accordance with this Section 6.14). Parent shall provide to the Company copies of all documents related to the Financing (other than any ancillary documents subject to confidentiality agreements, including fee letters and Seller engagement letters). Parent shall refrain and shall cause its Affiliates to refrain from taking, directly or indirectly, any action that would reasonably be expected to result in a failure of any of the conditions contained in the Commitment Letter or in any Definitive Agreement. Parent shall keep the Company informed on a prompt basis and in reasonable detail of the status of its efforts to arrange the Financing (or any replacement Financing). Parent shall use its reasonable best efforts to enforce its rights under the Commitment Letter and to cause the lenders and the other Persons providing such Financing (or any alternative financing) to fund the Financing (or alternative financing) required to consummate the Merger on the Closing Date in accordance with the terms of such Financing (or alternative financing), including by commencing a litigation proceeding against any breaching financial institution or institutions in which Parent will use its reasonable best efforts to compel such breaching institution or institutions to provide its portion of such Financing as required. Parent shall use reasonable best efforts to maintain available to itself sufficient Specified Financial Resources such that the representation contained in the third-to-last sentence of Section 4.02(k) remains true and correct as of each date from and after the date hereof until the earlier to occur of the Effective time and the termination of this Agreement in accordance with Section 8.01. (b) The Company shall provide, and shall cause its Subsidiaries to provide, and shall use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms cause each of its and conditions not materially less favorable in the aggregate their respective Representatives, including legal, tax, regulatory and accounting, to Purchaser and its Affiliates than the terms and conditions set forth in the Commitment Letter and that would not have any of the effects prohibited pursuant to amendment by Section 6.13(b) (such financing, the “Alternative Financing”). Purchaser shall (A) give ▇▇▇▇▇▇ and Seller prompt oral and written notice of (1) any breach or default by Purchaser or its Affiliates of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (2) any known breach or default by any party (other than Purchaser or its Affiliates) of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, (3) any purported termination or repudiation by any party of the Commitment Letter, Alternative Financing or definitive financing agreements related thereto or (4) the receipt of notice of any material dispute or disagreement between or among the parties to the Commitment Letter, Alternative Financing or definitive financing agreements related thereto, and (B) upon request, otherwise keep ▇▇▇▇▇▇ and Seller reasonably informed of the status of Purchaser’s and its Affiliates’ efforts to arrange the Financing or Alternative Financing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser and Purchaser Parent shall not, without the prior written consent of ▇▇▇▇▇▇, (i) permit any termination, amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letter or Fee Letters if such termination, amendment, modification, waiver or remedy (A) adds new conditions to the Financing, (B) modifies any existing conditions to the Financing in a manner that affects the consummation of all or any portion of the Financing to below a level that would impair Purchaser’s ability to consummate the Transactions, (B) reduces the committed amount of the Financing, (C) adversely affects in any material respect the ability of Purchaser to enforce its rights against other parties to the Commitment Letter or the definitive agreements in respect thereof, or (D) could otherwise reasonably be expected to prevent, impede or delay in any material respect the consummation of the Closing or the Transactions, or (ii) undertake any merger, acquisition, joint venture, disposition, lease, Contract or debt or equity financing that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter or any Alternative Financing contemplated by any new debt commitment letter. (c) Prior to the Closing, Seller and ▇▇▇▇▇▇ shallprovide, at PurchaserParent’s cost and sole expense, use reasonable best efforts to, and to cause its Representatives to, provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with the Financing as Parent shall reasonably request (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Sellerthe Company and its Subsidiaries), ▇▇▇▇▇▇ and their respective Affiliates). Such assistance shall include the following: including using reasonable best efforts to (i) assisting in preparation for provide, as promptly as reasonably practicable, information relating to the Company and participation in customary marketing efforts related its Subsidiaries to the Financing Sources (including information to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Financing) to the extent reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used for the Alternative Financing, completion of the Financing as applicable with prospective lenders, investors and ratings agenciescontemplated by the Commitment Letter, (ii) assisting Purchaser cause its senior management and other appropriate employees of the Financing Sources Company to participate in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers for the Financing), presentations, road shows, drafting sessions, due diligence sessions (including accounting due diligence sessions) and sessions with the rating agencies, (iii) assist in the preparation of such documents and materials as may be reasonably required in connection with the Financing, including (A) a any customary offering documentdocuments, private placement memorandum and/or memoranda, bank information memorandum memoranda, Form 8-Ks, registration statements, prospectuses and similar marketing documents (including historical and pro forma financial statements and information) for any of the Financing or the Alternative Financing, as applicable, and (B) materials for rating agency presentations, (iiiiv) furnishing Purchaser consent to the use of the Company’s and its Subsidiaries’ logos to the extent customary in connection with marketing the Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries, (v) execute and deliver (or use reasonable best efforts to obtain from their advisors), and cause its Subsidiaries to execute and deliver (or use reasonable best efforts to obtain from their advisors), customary certificates (but, for the avoidance of doubt, excluding any certificate 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 guarantees and other matters ancillary to the Financing as may be reasonably requested by Parent as necessary and customary in connection with the Financing, (vi) assist in the preparation of and entering into one or more credit agreements and other loan documents, underwriting or note purchase agreements, indentures, currency or interest hedging agreements, or other agreements; provided, however, that no obligation of the Company or any of its Subsidiaries under any such agreements shall be effective until the Effective Time, (vii) use its reasonable best efforts, as appropriate, to have its independent accountants provide their reasonable cooperation and assistance, including using reasonable best efforts to provide customary comfort letters to the underwriters in connection with the initial purchase of any securities in connection with the Financing and to provide customary consents to inclusion of their audit reports in registration statements of the Company, (viii) provide authorization letters to the Financing Sources authorizing the Required Information; distribution of information to prospective lenders or investors and (iv) facilitating Purchaser’s preparation of documentation with respect containing a representation to the pledging Financing Sources that the public side versions of collateralsuch documents, if applicable. In additionany, Seller will do not include material non-public information about the Company or its Affiliates or securities, (ix) use its reasonable best efforts to provide to Purchaser and facilitate contact between the Financing Sources and the Required Information in a manner principal existing lenders of the Company, and (x) 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; provided that, taken as a wholeuntil the Effective Time occurs, does not contain neither the Company nor any untrue statement of a material fact regarding the Purchased Assets or the Triage Business or omit to state a material fact necessary to make the statements contained therein regarding the Purchased Assets or the Triage Business not materially misleading in the light of the circumstances under which such statements are made. (d) Notwithstanding the foregoingits Subsidiaries, (i) none of ▇▇▇▇▇▇, Seller or nor any of their respective Affiliates officers or other Representatives directors, as the case may be, shall (1) be required to pay any commitment or other similar fee, provide (2) enter into any securitydefinitive agreement or have any liability or any obligation under any certificate, execute any document, make instrument, credit agreement or any representationsrelated document or any other agreement or document related to the Financing (or alternative financing that Parent may raise in connection with the transactions contemplated by this Agreement), provide any indemnification or (3) unless promptly reimbursed by Parent, be required to incur any other expense or Liability expenses in connection with the Financing (or any alternative financing that Parent may raise in connection with the cooperation transactions contemplated by this Section 6.13(d), Agreement) or (ii4) none be required to take any action in their capacity as a director of ▇▇▇▇▇▇, Seller the Company or any of its Subsidiaries with respect to the Financing (or any alternative financing) (provided that the Company shall cooperate with Parent, if requested by Parent, to appoint Parent’s designees to the Board of Directors or similar governing bodies of the Subsidiaries of the Company, as of the Closing Date, for the purpose of taking corporate action related to the Financing as of the Closing); provided, further, that all non-public or otherwise confidential information regarding the Company obtained by Parent, HoldCo or their respective Affiliates or other Representatives pursuant to this Section 6.14 shall be required kept confidential in accordance with the Confidentiality Agreement, except that Parent and HoldCo shall be permitted to provide any solvency opinion or legal opinion or other opinion of counseldisclose such customary and reasonable information to potential syndicate members during syndication, or any information that would, in the reasonable opinion of ▇▇▇▇▇▇ or Seller, result in a violation of Law or loss of attorney-client privilege, (iii) Purchaser subject to customary confidentiality undertakings by such potential syndicate members. Parent shall promptly, upon request by ▇▇▇▇▇▇ or Sellerthe Company, reimburse ▇▇▇▇▇▇, Seller and their respective Affiliates the Company for all out-of-reasonable and documented out of pocket fees, costs and expenses incurred by any of them (including reasonable attorneys’ fees and other fees and expenses as incurredfees) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with the cooperation contemplated by their respective obligations pursuant to, and in accordance with, this Section 6.13(d) 6.14, and shall indemnify and hold harmless ▇▇▇▇▇▇the Company, Seller its Subsidiaries and their respective Affiliates Representatives from and against any and all Liabilities damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the Financing or the cooperation contemplated by this Section 6.13(d) and (iv) none of ▇▇▇▇▇▇, Seller or their respective Affiliates, or any Persons who are directors of any of the foregoing, shall be required to pass resolutions or consents to approve or authorize the execution arrangement of the Financing or execute or deliver and any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing. Any information used in connection therewith (other than information provided to Purchaser by the Company or any of its Affiliates Subsidiaries) and all other actions taken by the Company, its Subsidiaries and their respective Representatives pursuant to this Section 6.13(d6.14(b). In the event that the Commitment Letter or the Definitive Agreements are amended, replaced, supplemented or otherwise modified, including as a result of obtaining alternative financing in accordance with Section 6.14(a), or if Parent substitutes other debt or equity financing for all or a portion of the Financing in accordance with Section 6.14(a), the Company shall comply with its covenants in the foregoing provisions of this Section 6.14(b) shall be subject with respect to the Confidentiality Agreement Commitment Letter or the Definitive Agreements, as applicable, as so amended, replaced, supplemented or otherwise modified and Section 6.04with respect to such other debt or equity financing to the same extent that the Company would have been obligated to comply with respect to the Financing, but only to the extent that any such cooperation is not materially more burdensome to the Company, its Subsidiaries or their respective Representatives, as applicable. (ec) In no event It is agreed by the parties that Parent shall not be obligated to (i) obtain alternative financing on terms materially less favorable in the receipt aggregate to Parent than the terms and conditions set forth in the Commitment Letter or availability (ii) (A) issue any equity securities, (B) except in connection with accounts receivable financings, working capital improvements and sale-leaseback arrangements and similar transactions contemplated by the Commitment Letter, divest, sell, license or otherwise dispose of (including holding separate pending such disposition) any assets, or (C) engage in any transaction similar to the Financingtransactions described in the foregoing clauses (A) and (B), Alternative in each case in connection with obtaining the Financing as required (it being understood, however, that nothing in this Section 6.14(c) shall limit or any other funds or financing by Purchaser or any of its Affiliates be a condition to any of Purchaser’s or Purchaser reduce Parent’s obligations under this Agreementpursuant to Section 6.04); provided that Parent’s failure, in the case of clause (i), to obtain alternative or replacement financing (regardless of the favorability or unfavorability of terms and regardless of availability), or its failure to take (or election not to take), in the case of clause (ii) any of the actions referred to in clauses (ii)(A) – (C) shall not relieve Parent from any obligation or consequence relating to a Financing Failure.