Common use of Financing Clause in Contracts

Financing. (a) Parent and Acquisition Sub shall not permit any amendment, modification, supplement, or replacement to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter without the consent of the Company if such amendment, modification, supplement, replacement or waiver (i) reduces (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a).

Financing. (a) Parent The Target shall provide, and Acquisition Sub shall cause its Subsidiaries, and shall use commercially reasonable efforts to cause each of its and their respective Representatives, to provide all cooperation reasonably requested by Acquiror in connection with the financings contemplated by Acquiror to finance the Merger and other transactions contemplated by this Agreement (the “Financing”) (provided that such requested cooperation does not permit any amendment, modification, supplement, or replacement to be made to, or any waiver of any provision or remedy under, unreasonably interfere with the Debt Commitment Letter without the consent ongoing operations of the Company if such amendmentTarget and its Subsidiaries), modification, supplement, replacement or waiver including (i) reduces (timely providing information relating to the Target and its Subsidiaries to the lenders contemplated by the Commitment Letter and any underwriters or would reasonably be expected to have the effect initial purchasers of reducing) the aggregate amount debt securities issued as part of the Debt Financing (collectively, the “Lenders”) (including information to be used in the preparation of an information package regarding the business, operations, financial projections and prospects of Acquiror and the Target customary for such Financing or reasonably necessary for the completion of the Financing by the Lenders) to the extent reasonably requested by Acquiror to assist in preparation of customary offering or information documents to be used for the completion of the Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any participating in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers for the Financing and senior management and Representatives, with appropriate seniority and expertise, of the conditions to Target), presentations, road shows, drafting sessions, due diligence sessions (including accounting due diligence sessions) and sessions with the Debt Financingrating agencies, (iii) would modify providing any information reasonably available to it as is reasonably requested in connection with the confidentiality provisions preparation of (A) any customary offering documents, bank information memoranda, private placement memoranda, prospectuses and similar documents (including historical and pro forma financial statements and information) for any of the Debt Commitment Letter in any respect or Financing, and (B) materials for rating agency presentations, (iv) would cooperating with the marketing efforts for the Financing (including consenting to the use of the Target’s and its Subsidiaries’ logos; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Target or its Subsidiaries or the reputation or goodwill of the Target or any of its Subsidiaries), (v) executing and delivering (or using commercially reasonable efforts to obtain from its advisors), and causing its Subsidiaries to execute and deliver (or using commercially reasonable efforts to obtain from its advisors), customary certificates (including a certificate of the principal financial officer of the Target or any Subsidiary 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 expected to reasonably requested by Acquiror as necessary and customary in connection with the Financing, (vi) (A) materially delayassisting in the preparation of and entering into one or more credit agreements, preventcurrency or interest hedging agreements, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger other agreements and the other Transactions or (B) adversely impact causing the ability termination of Parent the Target’s existing credit facilities and, if required by Acquiror, the amendment of any of the Target’s or Acquisition Sub its Subsidiaries’ currency or interest hedging agreements, or other agreements, in each case, on terms satisfactory to enforce Acquiror and that are reasonably requested by Acquiror in connection with the Financing, provided that no obligation of the Target or any of its rights against Subsidiaries under any such amended agreements or amendments shall be effective until the Effective Time, (vii) as promptly as practicable, furnishing Acquiror and the Lenders with all financial and other parties information regarding the Target and its Subsidiaries as may be reasonably requested by Acquiror to assist in preparation of customary offering or information documents to be used for the completion of the Financing, (viii) using commercially reasonable efforts, as appropriate, to have its independent accountants provide their reasonable cooperation and assistance, (ix) using commercially reasonable efforts to permit any cash and marketable securities of the Target and its Subsidiaries to be made available to the Debt Commitment Letter Acquiror and/or Merger Sub at the Closing, (x) providing authorization letters to the Lenders authorizing the distribution of information to prospective lenders and containing a representation to the Lenders that the public side versions of such documents, if any, do not include material non-public information about the Target or the Definitive Financing Agreements its Affiliates or securities, (as defined belowxi) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding providing audited consolidated financial statements of the Debt Financing Target covering the three (3) fiscal years immediately preceding the Closing for which audited consolidated financial statements are currently available, unaudited financial statements (excluding footnotes) for any interim period or satisfaction periods of the conditions Target ended after the date of the most recent audited financial statements and at least 45 days prior to the Debt FinancingClosing Date and (xii) or the consummation of the Offercooperating reasonably with Acquiror’s financing sources’ due diligence, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true extent customary and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a)reasonable.

Financing. (a) Subject to the terms and conditions of this Agreement, each of Parent and Acquisition Merger Sub shall not permit any amendmentuse its reasonable best efforts to arrange and obtain the Financing on the terms and conditions described in the Financing Documents, modification, supplement, or replacement including using reasonable best efforts to be made (i) negotiate and enter into the Debt Financing Agreement with respect to, or any waiver of any provision or remedy underand on the terms and conditions contained in, the term sheet set out in the Debt Commitment Letter without as promptly as reasonably practicable after the consent date hereof, the terms and conditions of which shall not impose new or additional conditions, or otherwise enhance or expand upon or adversely modify the Company if such amendment, modification, supplement, replacement or waiver (i) reduces (or would reasonably be expected conditions to have the effect of reducing) the aggregate amount closing of the Debt FinancingFinancing contained in the Debt Commitment Letter, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of maintain in full force and effect the conditions to the Debt FinancingFinancing Documents, (iii) would modify the confidentiality provisions of satisfy on a timely basis all conditions in the Debt Commitment Letter in any respect or Financing Agreement, (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of fully enforce its rights under the Debt Financing Agreement and (or satisfaction v) consummate the Financing at the Closing. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in any of the Financing Documents, (x) Parent shall promptly so notify the Company, and (y) each of Parent and Merger Sub shall use its reasonable best efforts to arrange and obtain promptly any such portion from alternative debt financing (the “Alternative Financing”) in an amount sufficient, when added to the Debt Financing) or the consummation portion of the Offer, the Merger Financing that is available and the other Transactions or Company Cash Financing, to consummate the transactions contemplated by this Agreement on terms and conditions not less favorable, taken as a whole, to Parent and Merger Sub (Bas determined in the reasonable judgment of Parent) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to than those in the Debt Commitment Letter or the Definitive Debt Financing Agreements (as defined below) (provided that Agreement. Parent and Acquisition Sub may amend or replace shall keep the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not Company informed on a reasonably be expected to materially delay, prevent, or impede the funding current basis in reasonable detail of the Debt status of its efforts to arrange the Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offerand, if applicable, the Merger Alternative Financing and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company as promptly as practicable after such execution, true and complete copies of all Contracts or other arrangements (including fee letters), under which any such amendmentAlternative Financings is provided, modification except for any such Contracts or replacementother arrangements that do not impact the conditionality of the Alternative Financing (the “Alternative Financing Agreements”). For purposes To the extent applicable, the obligations of this Agreement, references each of Parent and Merger Sub in clauses (ii) to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by (v) under this Section 7.13(a6.14(a) shall apply with respect to the Alternative Financing and references to “Definitive the Alternative Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a).

Financing. Buyer shall use commercially reasonable best efforts to cause the financing contemplated by the Capital Plan, subject to the terms and conditions set forth therein, to be available at Closing including by (ai) Parent before August 14, 2014, delivering to Seller commercially acceptable commitment letters from lenders representing sufficient financing to fund the full cash portion of the Initial Purchase Price and Acquisition Sub any related fees and expenses (the “Commitments”) (ii) negotiating definitive agreements with the lenders set forth in the Capital Plan consistent with the terms and conditions contained therein and (iii) satisfying on a timely basis all conditions in such definitive agreements the satisfaction of which are within the control of Buyer. Buyer shall not use its reasonable best efforts to comply with its obligations, and enforce its rights, under the Commitments. Buyer shall give Seller prompt notice of any material breach by any party to the Commitments of which Buyer has become aware or any termination of such commitments. Buyer shall not, without the prior written consent of Seller, (x) permit any amendment, modification, supplement, amendment or replacement to be made modification to, or any waiver of any material provision or remedy under, the Debt Commitment Letter without the consent of the Company Commitments if such amendment, modification, supplement, replacement waiver or waiver (i) reduces remedy adds new (or would reasonably be expected to have the effect of reducingadversely modifies existing) the aggregate amount of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offerfinancing represented thereby or reduces the amount thereof, the Merger and the other Transactions or (By) adversely impact terminate the ability of Parent or Acquisition Sub Commitments, unless the financing represented thereby becomes unavailable and Buyer is using its reasonable best efforts to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive obtain Alternate Financing Agreements (as defined below) (provided ). In the event that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding any portion of the Debt Financing (or satisfaction Commitments becomes unavailable, regardless of the reason therefor, Buyer will (i) use its reasonable best efforts to obtain alternative financing (in an amount sufficient to pay the cash portion of the Initial Purchase Price) from other sources and which do not include any conditions to the Debt Financing) or the consummation of such alternative financing that are more onerous than the Offerconditions set forth in the Capital Plan (the “Alternate Financing”), the Merger and (ii) promptly notify Seller of such unavailability and the other Transactionsreason therefor. Notwithstanding the foregoing, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated compliance by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance Buyer with this Section 7.13(a)5.01 shall not relieve Buyer of its obligation to consummate the transactions contemplated by this Agreement whether or not the financing is available.

Financing. (a) Subject to the terms and conditions of this Agreement, each of Parent and Acquisition Merger Sub shall not permit any amendmentuse its reasonable best efforts to obtain the Financing on the terms and conditions described in the Financing Documents, modification, supplement, or replacement to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter without the consent of the Company if such amendment, modification, supplement, replacement or waiver including (i) reduces (or would reasonably be expected to have maintaining in effect the effect of reducing) Financing Documents until the aggregate amount of the Debt FinancingTransactions are consummated, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the satisfying on a timely basis all conditions to the Debt Financingclosing of and funding under the Financing Documents applicable to Parent and/or Merger Sub that are within its control, including paying when due all commitment fees and other fees arising under the Financing Documents as and when they become due and payable thereunder, (iii) would modify consummating the confidentiality provisions of Financing at or prior to the Debt Commitment Letter in any respect or Effective Time and (iv) would reasonably be expected subject to Section 9.08, enforcing the parties’ funding obligations (Aand the rights of Parent and Merger Sub) materially delayunder the Financing Documents to the extent necessary to fund the Merger Consideration; provided that Parent and/or Merger Sub may amend or modify the Financing Documents, prevent, and/or elect to replace all or impede the funding any portion of the Debt Financing with alternative debt financing (or satisfaction the “Alternative Financing”), in each case only so long as (A) the aggregate proceeds of the conditions Financing (as amended or modified, including the Alternative Financing, if applicable), will be sufficient for Merger Sub and the Surviving Corporation to pay (1) the Debt FinancingMerger Consideration and (2) or any other amounts required to be paid in connection with the consummation of the Offer, Transactions upon the Merger terms and the other Transactions or conditions contemplated hereby and (B) adversely impact such amendment or modification or the Alternative Financing would not prevent, materially delay or materially impede or impair the ability of Parent or Acquisition and Merger Sub to enforce its rights against consummate the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of all Contracts or other arrangements pursuant to which any such amendmentalternative sources have committed to provide the Alternative Financing (the “Alternative Financing Documents”) as promptly as practicable after execution thereof. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Documents, modification or replacement. For purposes of this Agreement, references to “Debt Financing” Parent shall include promptly notify the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a)Company.

Financing. (a) Parent has delivered to the Company a true and Acquisition Sub shall not permit any amendmentcomplete copy, modification, supplement, or replacement to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter without the consent as of the Company if such amendmentdate of this Agreement, modification, supplement, replacement or waiver (i) reduces of an executed commitment letter to provide debt financing to Parent (or would reasonably be expected to have the effect of reducingMerger Sub) the in an aggregate amount set forth therein, subject to the terms and conditions thereof (the “Financing Commitment”), a portion of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any proceeds of the conditions which shall be used to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, consummate the Merger and the other Transactions or transactions contemplated by this Agreement (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding “Financing”). As of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes date of this Agreement, references the Financing Commitment, in the form delivered to “Debt Financing” shall include the financing contemplated by Company, (i) has not been amended or modified, withdrawn or rescinded in any respect, (ii) represents the Debt Commitment Letter as permitted entire agreement between the parties, and (iii) is in full force and effect and is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto. As of the date of this Agreement, subject to the accuracy of the representations and warranties of the Company set forth in Section 4.01, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition to be amended or modified satisfied by this it contained in the Financing Commitment. Subject to the accuracy of the representations and warranties of the Company set forth in Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified 4.01(c), the proceeds from the Financing, when funded in accordance with the Financing Commitment and together with available funds at the Company, are sufficient for the satisfaction of all of Parent’s obligations under this Agreement, including the payment of the aggregate Merger Consideration and to pay all related fees and expenses. Notwithstanding anything in this Agreement to the contrary, the Financing Commitment may be superseded at the option of Parent after the date of this Agreement but prior to the Effective Time by a New Financing Commitment in accordance with Section 7.13(a)6.07. In such event, the term “Financing Commitment” as used in this Agreement shall be deemed to include a New Financing Commitment to the extent then in effect.

Financing. (a) Parent and Acquisition Merger Sub shall not permit any amendment, modification, supplementuse their reasonable best efforts to take, or replacement cause to be made totaken, all actions and use their reasonable best efforts to do, or any waiver cause to be done, all things necessary or advisable to arrange the Debt Financing and to consummate the Debt Financing at the Effective Time, including using reasonable best efforts to (i) maintain in effect the Debt Commitment Letter; (ii) satisfy on a timely basis all of any provision or remedy underthe conditions precedent set forth in the Debt Commitment Letter; (iii) negotiate, execute and deliver definitive documentation for the Debt Financing that reflects the terms contained in the Debt Commitment Letter without (subject to any market flex provisions); and (iv) in the consent of event that the Company if such amendmentconditions set forth in Sections 7.1 and 7.2 and the conditions precedent set forth in the Debt Commitment Letter have been satisfied or, modificationupon funding would be satisfied, supplement, replacement or waiver (i) reduces (or would reasonably be expected cause the financing providers to have fund the effect of reducing) the aggregate full amount of the Debt Financing, (ii) imposes new except to the extent replaced with the Bond Financing. Parent shall give the Company prompt notice of any material breach or additional conditions or otherwise expands or adversely amends or modifies threatened material breach by any of the conditions party to the Debt FinancingCommitment Letter of which Parent becomes aware. Without limiting Parent’s and Merger Sub’s other obligations under this Section 6.15, (iii) would modify the confidentiality provisions if a breach of the Debt Commitment Letter occurs, Parent shall (A) promptly notify the Company of such breach and (B) in consultation with the Company, use reasonable best efforts to obtain alternative financing, in an amount sufficient to make the payments to be made by Parent and Merger Sub at the Effective Time upon terms and conditions not materially less favorable to Parent or Merger Sub, as promptly as practicable following the occurrence of such event. Without the Company’s prior written consent (which shall not be unreasonably conditioned, withheld or delayed), Parent shall not agree to or permit any respect amendment, replacement, reduction, supplement, or (iv) other modification of, or waive any of its material rights under, the Debt Commitment Letter, if such amendment, replacement, supplement or other modification or waiver would reasonably be expected to (A) prevent, materially delay, prevent, or materially impede the funding consummation of the Debt Financing (or satisfaction of the would add any material additional conditions to the Debt Financing) or the consummation availability of the OfferDebt Financing or any replacement financing); provided that, for the Merger avoidance of doubt, Parent may (without the prior consent of the Company) replace and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers lead arrangers, book runners, syndication agents, or similar entities so long that had not executed the Debt Commitment Letter as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (date of this Agreement or satisfaction of the conditions to reflect changes to the Debt Financing) or Commitment Letter made pursuant to the consummation of terms set forth in the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under Fee Letter (as defined in the Debt Commitment Letter). Neither Parent and Acquisition nor Merger Sub shall promptly deliver consent to the Company true and complete copies of any such amendment, modification assignment or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by rights or obligations under the Debt Commitment Letter as permitted (I) without the prior written approval of the Company, such approval not to be amended unreasonably withheld or modified by this Section 7.13(a(II) and references to “Definitive Financing Agreements” or “except for assignments under the terms of the Debt Commitment Letter” . Parent and Merger Sub shall include such documents as amended or modified in accordance consult with this Section 7.13(a)and keep the Company reasonably informed of the status of their efforts to arrange the Debt Financing and the Bond Financing.

Financing. Parent has, or will have as of the Offer Closing, and will cause Merger Sub to have, at the Offer Closing and prior to the Effective Time, sufficient funds (aincluding cash, cash equivalents, available lines of credit or other sources of immediately available funds) to pay the aggregate Offer Price and the Merger Consideration contemplated by this Agreement and to perform the other obligations of Parent and Acquisition Merger Sub shall not permit any amendmentcontemplated by this Agreement. Parent has delivered to the Company a true, modification, supplement, or replacement to be made to, or any waiver correct and complete copy of any provision or remedy underthe Commitment Letter. As of the date hereof, the Debt Commitment Letter without is in full force and effect and has not been withdrawn or terminated or otherwise amended, supplemented or modified in any respect. The Commitment Letter, by its terms, shall remain in effect through at least November 1, 2012. The Commitment Letter, in the consent form so delivered, is a legal, valid and binding obligation of Parent and Merger Sub and, to the knowledge of Parent as of the date hereof, the other parties thereto. There are no side letters or other agreements, contracts or arrangements (except for customary fee letters and engagement letters, complete copies of which have been provided to the Company if (in the case of such amendmentfee letters, modificationwith only the fee amounts and certain other terms (none of which concern or would adversely affect the amount, supplementavailability, replacement timing or waiver conditionality of (ior contain any conditions precedent to) reduces (the Financing) redacted)) relating to the Commitment Letter. 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 have constitute a default or breach on the effect part of reducing) the aggregate amount Parent or Merger Sub under any term, or a failure of any condition, of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any Commitment Letter. Assuming the accuracy in all material respects of the conditions to representations and warranties set forth in Article IV and compliance by the Debt FinancingCompany with its covenants and agreements hereunder in all material respects, (iii) would modify the confidentiality provisions as of the Debt date of this Agreement neither Parent nor Merger Sub has any reason to believe that Merger Sub would be unable to satisfy on a timely basis any term or condition of the Commitment Letter in required to be satisfied by it. Parent and/or Merger Sub have fully paid any respect and all commitment fees or (iv) would reasonably other fees required by the Commitment Letter to be expected to (A) materially delay, prevent, paid on or impede before the funding date of this Agreement. As of the Debt Financing (date hereof, Parent has no knowledge of any direct or satisfaction of the conditions to the Debt Financing) indirect limitation or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact restriction on the ability of Parent or Acquisition Sub to enforce its rights against the other lender parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding provide financing for other potential purchasers of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a)Company.

Financing. (a) Parent and Acquisition Sub Acquiror shall not permit any amendment, modification, supplementuse reasonable best efforts to take, or replacement cause to be taken, all actions and do, or cause to be done, as promptly as possible, all things necessary, proper or advisable to arrange and obtain the Financing on the terms and conditions described in the Commitment Letters (subject to any flex provisions expressly set forth therein), including maintaining in effect the Commitment Letters and using reasonable best efforts to, as promptly as possible, (i) satisfy (which may include satisfaction by waiver) on a timely basis all conditions applicable to Acquiror obtaining the Financing set forth therein (including by consummating the Financing pursuant to the terms of the Equity Commitment Letter), (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Debt Commitment Letter (including any related flex provisions) or on other terms in the aggregate not materially less favorable to Acquiror, (iii) timely prepare the necessary offering documents or marketing materials with respect to the Debt Financing, (iv) commence the syndication activities contemplated by the Debt Commitment Letter and (v) consummate the Financing at or prior to Closing. Acquiror shall give Sellers prompt written notice (and in any event no later than three (3) Business Days following the relevant event) (A) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to result in material breach or default) by any party to any Commitment Letter or other Debt Document of which Acquiror obtains knowledge, (B) if and when Acquiror obtains knowledge that any portion of the Financing contemplated by any Commitment Letter may not be available to consummate the transactions contemplated by this Agreement, (C) of the receipt of any written notice or other written communication from any Person with respect to any actual or potential material breach or default, termination or repudiation by any party to any Commitment Letter or other Debt Document, (D) if Acquiror reasonably believes in good faith it will not be able to obtain any portion of the Financing on the terms, in the manner and from the sources contemplated by any Commitment Letter (subject to any flex provisions expressly set forth therein) or the definitive agreements with respect thereto (such definitive agreements related to the Debt Financing, collectively, with the Debt Commitment Letter, the “Debt Documents”) and (E) of any termination of any Commitment Letter. Without limiting the obligation to provide such information without request as provided in the immediately preceding sentence, as soon as reasonably practicable, but in any event within two (2) Business Days after the date Sellers deliver Acquiror a written request, Acquiror shall provide any information reasonably requested by Sellers relating to any circumstance referred to in clauses (A) through (D) of the immediately preceding sentence. Without limiting the foregoing, Acquiror shall keep Sellers informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Financing and provide to Sellers executed copies of the Debt Documents (excluding any fee letters, engagement letters or other agreements that, in accordance with customary practice, are confidential by their terms) and copies of any of the written notices or communications described in the preceding sentence. If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the applicable Commitment Letter (including flex terms) and such portion is reasonably required to fund the Closing Purchase Price and all related fees and expenses required to be paid at the Closing in accordance with, and pursuant to, this Agreement, Acquiror shall, without limiting the obligations of Acquiror set forth in the immediately following sentence, use all reasonable efforts to arrange to obtain alternative financing, including from alternative sources, on terms in the aggregate not materially less favorable to Acquiror than the Financing contemplated by the applicable Commitment Letter (after giving effect to the flex provisions expressly set forth therein) (“Alternative Financing”) as promptly as practicable following the occurrence of such event and the provisions of this Section 6.6 and Section 11.14 shall be applicable to the Alternative Financing, and, for the purposes of Section 5.6, this Section 6.6, Section 9.2(c) and Section 11.14, all references to the Debt Financing shall be deemed to include such Alternative Financing, all references to the Debt Commitment Letter or other Debt Documents shall include the applicable documents for the Alternative Financing and all references to the Lenders shall include the Lenders party to the Alternative Financing. Acquiror shall (1) comply in all material respects with each Debt Document (including paying all fees as they become due thereunder), (2) enforce in all material respects its rights under each Debt Document, and (3) not permit, without the prior written consent of Seller, any material amendment or modification to be made to, or any material waiver of any provision or remedy under, any Debt Document or the fee letter referred to in the Debt Commitment Letter without the Letter; provided, that no such consent of the Company shall be required if such amendment, modification, supplement, replacement modification or waiver that (iindividually or in the aggregate with any other amendments, modifications or waivers) reduces (or would reasonably be expected not to have the effect of reducing(x) reduce the aggregate amount of the Financing under the Debt FinancingDocuments (including by changing the amount of fees to be paid or original issue discount thereof) below the sum of the Closing Purchase Price and all related fees and expenses required to be paid at the Closing in accordance with, and pursuant to, this Agreement, after taking into account other sources of funds, including the Equity Commitment Letter and available cash of Acquiror on the Closing Date, or (iiy) imposes impose any new or additional conditions condition, or otherwise expands amend, modify or adversely amends or modifies expand any condition, to the receipt of any portion of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter Financing in any respect or (iv) a manner that would reasonably be expected to (AI) materially delaydelay or prevent the Closing Date, prevent, or impede (II) make the funding of any portion of the Debt Financing (or satisfaction of any condition to obtaining any portion of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions less likely to occur or (BIII) adversely impact in any material respect the ability of Parent or Acquisition Sub Acquiror to enforce its rights against any other party to any Debt Document, the other parties ability of Acquiror to consummate the Debt Commitment Letter transactions contemplated hereby or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding likelihood of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, transactions contemplated hereby. Acquiror acknowledges and agrees that the Merger and obtaining of the other TransactionsFinancing, or adversely impact Parent’s or Acquisition Sub’s ability any Alternative Financing, is not a condition to enforce Closing and reaffirms its rights under obligation to consummate the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing transactions contemplated by this Agreement irrespective and independently of the Debt Commitment Letter as permitted availability of the Financing or any Alternative Financing, subject to be amended fulfillment or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified waiver of the conditions set forth in accordance with this Section 7.13(a)Article VIII.

Financing. (a) Parent and Acquisition Sub Merger Subsidiary shall use their reasonable best efforts to arrange the Financing on the terms and conditions described in the Commitment Letter or on other terms that would not permit adversely impact the ability of Parent or Merger Subsidiary to consummate the transactions contemplated hereby, including using reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to (i) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein (including any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent in the Commitment Letter that are within its control and otherwise comply with its obligations thereunder, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Commitment Letter, and (v) subject to the terms and conditions contemplated by the Commitment Letter, consummate the Financing at the Closing. 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 financing for all or any portion of the Financing from the same and/or alternative Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as of the date of this Agreement; provided, that any such amendment, modificationreplacement, supplement, supplement or replacement other modification to be made to, or any waiver of any provision or remedy under, of the Debt Commitment Letter without that amends the consent Financing and/or substitution of all or any portion of the Company if such amendment, modification, supplement, replacement or waiver Financing shall not (i) reduces (impose any additional conditions precedent or would reasonably be expected expand upon the conditions precedent to have the effect of reducing) Financing as set forth in the aggregate amount of the Debt FinancingCommitment Letter, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub Merger Subsidiary to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined belowiii) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, prevent or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or delay the consummation of the Offer, the Merger and the other Transactionstransactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact Parent’s the ability of Parent or Acquisition Sub’s ability Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the Debt Commitment Letter). generality of the foregoing, Parent and Acquisition Merger Sub shall promptly deliver give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Company true and complete copies Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any such amendmentwritten notice or other written communication from any Person with respect to any: (x) actual or potential material breach, modification material default, termination or replacement. For purposes repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of this Agreementthe Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, references for the avoidance of doubt, any ordinary course negotiations with respect to “Debt Financing” shall include the financing terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Debt Commitment Letter as permitted or the definitive documents related to the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (including any “market flex” provisions), Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms and conditions not materially less favorable to Parent and Merger Subsidiary in an amount sufficient to consummate the transactions contemplated by this Agreement (any such alternative financing, any amended or modified substitute financing permitted by this Section 7.13(a8.09(a), and the Financing, an “Available Financing”). In the event that on the final day of the Marketing Period (i) all or any portion of the Financing structured as High Yield Financing has not been consummated, (ii) all closing conditions contained in Article 9 shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until the Closing) and references (iii) all conditions to “Definitive the Bridge Financing Agreements” set forth in the Commitment Letter have been satisfied, then Parent shall borrow under and use the proceeds of the Bridge Financing (or “Debt Commitment Letter” such alternative bridge financing) to replace such affected portion of the High Yield Financing on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall include such documents as amended have no claims (contractual or modified in accordance with this Section 7.13(a)otherwise) against any Financing Source relating to the Merger or the Financing.

Financing. (a) Parent (i) Subject to the terms and Acquisition Sub conditions of this Agreement, Vertical/Trigen shall, and shall cause its subsidiaries to, use their respective reasonable best efforts to obtain the Financing on the terms and conditions (including the “market flex” provisions), contained in the Commitment Letters as promptly as practicable taking into account the anticipated Closing Date (after giving effect to and contemplating the Marketing Period) and shall not permit any amendment, modification, supplement, amendment or replacement modification to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter Letters, in each case, without the prior written consent of the Osmotica Shareholders’ Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided, that, without the consent of the Company if such amendmentOsmotica Shareholders’ Representative, modification, supplement, replacement or waiver (i) reduces (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to Vertical/Trigen may (A) materially delayamend the Commitment Letters to add lenders, preventlead arrangers, bookrunners, syndication agents, additional purchasers or impede similar entities who had not executed the funding Commitment Letters as of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offerdate hereof, the Merger and the other Transactions or (B) adversely impact the ability of Parent otherwise modify or Acquisition Sub amend, or agree to enforce its rights against the other parties to the Debt any waivers in respect of, either Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as as, in each case, (1) such action would not reasonably be expected to materially delay(x) reduce the aggregate amount of the Financing (including by increasing the amount of fees to be paid or original issue discount) in a manner that would cause the representation set forth in Section 4.08(c) to be untrue or inaccurate, prevent(y) delay or prevent the Closing, or impede (z) impair the funding availability of the Debt Financing on the Closing Date, and (2) the terms of such amendment, modification or satisfaction waiver are not less beneficial to Vertical/Trigen, with respect to conditionality or enforcement, than those in the Commitment Letters as in effect on the date of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter)this Agreement. Parent and Acquisition Sub Vertical/Trigen shall promptly deliver to the Company true and complete Osmotica copies of any such amendment, modification or replacementwaiver, and shall promptly consult with Osmotica in connection with any proposed amendment, modification or waiver pursuant to the preceding clause (B). For purposes of this AgreementSection 5.12 and Sections 4.16 and 4.21, references to the “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter Letters as permitted to be amended or modified by this Section 7.13(a) 5.12(a), and references to the “Definitive Financing Agreements” or “Debt Commitment LetterLetters” shall include such documents as permitted to be amended or modified in accordance with by this Section 7.13(a5.12(a).

Financing. (a) Parent and Acquisition Sub shall not permit any amendment, modification, supplementuse its reasonable best efforts to take, or replacement cause to be made totaken, all actions and to do, or any waiver of any provision cause to be done, all things necessary, advisable or remedy under, the Debt Commitment Letter without the consent of the Company if such amendment, modification, supplement, replacement or waiver desirable to (i) reduces satisfy on a timely basis all terms and conditions applicable to Parent and Parent’s Subsidiaries set forth in the Commitment Letter that are within its control (other than, for the avoidance of doubt, any condition where the failure to be so satisfied results from the Company’s failure to deliver the Required Information), (ii) maintain in effect the Commitment Letter and negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Letter and (iii) subject to the other terms and provisions of this Agreement, to consummate the Financing at the Closing to the extent the proceeds thereof are needed to pay the Cash Consideration and to pay all other cash amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement; provided that, notwithstanding clauses (i) and (ii) above, Parent may substitute one or would reasonably be expected to have more other debt financing contemplated by the effect of reducing) Commitment Letter, whether with the same and/or alternative financing sources (any such substitute financing, a “Permitted Alternative Financing”), so long as such substitution does not reduce the aggregate amount of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to delay or prevent the Closing or make the timely funding of the Financing materially delayless likely to occur to the extent needed to consummate the Merger. Parent will notify the Company in writing promptly (and in any event within three business days) (A) of any breach or default of the Commitment Letter by any party to the Commitment Letter of which Parent becomes aware, prevent, or impede (B) if and when Parent becomes aware that any portion of the Financing may not be available to consummate the funding of the Debt Financing transactions contemplated by this Agreement, (or satisfaction C) of the conditions receipt by Parent of any written notice or other written communication from any Person with respect to any actual or potential breach, default, termination or repudiation by, any party to the Debt FinancingCommitment Letter that would reasonably be expected to result in the Financing not being available or a material delay to the Closing Date, (D) of any material dispute or disagreement between Parent and any other parties to the Commitment Letter or definitive agreements related to the Financing with respect to the obligation to fund the Financing or the consummation amount of the OfferFinancing to be funded on the Closing Date and (E) of any expiration or termination of the Commitment Letter. To the extent requested in writing by the Company, Parent will keep the Company informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Financing. Parent will not replace (except with Permitted Alternative Financing), amend or waive the Commitment Letter without the Company’s prior written consent if such replacement, amendment or waiver reduces the aggregate amount of the Financing or amends the Financing, in each case, in a manner that would reasonably be expected to delay or prevent the Closing or make the timely funding of the Financing materially less likely to occur to the extent needed to consummate the Merger (it being understood that Parent may amend or supplement the Commitment Letter (and the related fee and engagement letters) on one or more occasions to add additional arrangers, bookrunners, agents, other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability titled persons and lenders in accordance with the terms of the Commitment Letter (but not to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver make any other changes other than to the Company true and complete copies of any such amendment, modification or replacementextent otherwise permitted above). For purposes of this Agreement, all references to “Debt Financing” Financing shall be deemed to include any Alternative Financing (as defined below), and all references to Financing Sources shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended persons providing or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” arranging, underwriting or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a)placing any Alternative Financing.

Financing. (a) Parent and Acquisition Sub Without limiting any of the obligations of Sellers under Section 5.5 of this Agreement, Acquiror shall not permit any amendment, modification, supplementuse reasonable best efforts to take, or replacement cause to be taken, all actions and do, or cause to be done, prior to the Closing Date, all things necessary, proper or advisable to arrange the Financing on the terms and conditions described in the Commitment Letters (including the “flex provisions” in the related fee letter), including using reasonable best efforts to, prior to the Closing Date, (i) maintain in effect the Debt Commitment Letter until the earlier of the date that the Closing has occurred and the date that it has been terminated in accordance with its terms and satisfy on a timely basis all conditions applicable to Acquiror obtaining the Financing set forth in the Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto that are in form and substance reasonably satisfactory to Acquiror and on the terms and conditions contemplated by the Debt Commitment Letter (including any related flex provisions) or on other terms in the aggregate not less favorable to Acquiror and the Companies, in the aggregate, (iii) timely prepare the necessary offering circulars, private placement memoranda, or other offering documents or marketing materials with respect to the Debt Financing, and (iv) assist with the syndication activities contemplated by the Debt Commitment Letter. Acquiror shall give Sellers prompt notice (A) of any actual or threatened breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party to any Commitment Letter or definitive document related to the Financing of which Acquiror becomes aware and which would reasonably be expected to result in Acquiror not receiving the Debt Financing or Equity Financing at the Closing, (B) if and when Acquiror becomes aware, or receives oral or written notice, that any portion of the Financing contemplated by any Commitment Letter may not be available to consummate the transactions contemplated hereby, and (C) of any termination of any Commitment Letter. Acquiror shall keep Sellers informed on a reasonably current basis in reasonable detail of the status of their efforts to arrange the Financing. Acquiror shall (1) comply in all material respects with each Commitment Letter, and (2) except as contemplated by the Commitment Letters, not permit, without the prior written consent of Sellers, any amendment or modification to be made to, or any waiver of any provision or remedy under, under the Debt Commitment Letter without the consent of the Company Letters if such amendment, modification, supplement, replacement modification or waiver would (ix) reduces (or would reasonably be expected to have the effect of reducing) reduce the aggregate amount of the Debt FinancingFinancing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing unless the Equity Financing is increased by a corresponding amount), (iiy) imposes impose new or additional conditions conditions, or otherwise expands amend, modify or adversely amends or modifies expand any of the conditions conditions, to the Debt Financing, (iii) would modify the confidentiality provisions receipt of the Debt Commitment Letter Financing in any respect or (iv) a manner that would reasonably be expected to (AI) materially delaydelay or prevent the Closing, prevent, or impede (II) make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions less likely to occur or (BIII) adversely impact the ability of Parent or Acquisition Sub Acquiror to enforce its rights against the other parties to the Debt Commitment Letter Financing Commitments or the Definitive Financing Agreements (as defined below) definitive agreements with respect thereto, the ability of Acquiror to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby (provided that Parent and Acquisition Sub may amend the existence or replace exercise of “flex provisions” and/or the Debt Commitment Letter to add addition of any additional arranger, lead arranger, agent or replace lendersother Lender (if the addition of such additional parties, arrangers individually or similar entities so long as such action in the aggregate, would not be reasonably be expected likely to materially delay(X) delay or prevent the Closing, prevent, or impede (Y) make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) less likely to occur or the consummation of the Offer, the Merger and the other Transactions, or (Z) adversely impact Parent’s or Acquisition Sub’s the ability of Acquiror to enforce its rights under against the other parties to the Debt Commitment Letter). Financing Commitments or the definitive agreements with respect thereto, the ability of Parent and Acquisition Sub to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby) shall promptly deliver to the Company true and complete copies of any such not constitute an amendment, modification or replacementwaiver of the Commitment Letters requiring the prior written consent of Sellers hereunder or otherwise constitute a breach hereof). For purposes Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 6.6 or elsewhere in this Agreement shall require, and in no event shall the “reasonable best efforts” of Acquiror be deemed or construed to require, Acquiror to (A) seek the Equity Financing from any source other than those counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter, (B) seek or accept Debt Financing on terms adverse to or less favorable than those set forth in the Debt Commitment Letter (including the “flex provisions”) provided on the date of this Agreement, references to “Debt Financing” shall include the financing (C) waive any terms or conditions of this Agreement, (D) pay any fees in excess of those contemplated by the Commitment Letters (whether to secure waiver of any conditions contained therein or otherwise) or (E) enforce their rights against counterparties to the Commitment Letters except with respect to a draw down of the proceeds of the Debt Commitment Letter Financing as permitted to be amended provided in clause (b) of the third sentence of Section 11.14. In no event shall Acquiror have any Liability for breach of its covenants or modified by agreements in this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a)6.6 if the Closing occurs.

Financing. (a) Parent Prior to the Effective Time, Company shall, and Acquisition Sub shall not permit any amendmentcause its Subsidiaries and their respective officers, modificationdirectors, supplement, or replacement to be made employees and agents to, or reasonably cooperate with Parent in connection with obtaining any waiver of any provision or remedy underfinancing Parent deems necessary to consummate the transactions contemplated hereby (the “Financing”), the Debt Commitment Letter without the consent of the Company if such amendment, modification, supplement, replacement or waiver including by (i) reduces (or would reasonably be expected to have providing direct contact between prospective lenders and the effect officers and directors of reducing) the aggregate amount of the Debt FinancingCompany and its Subsidiaries, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any providing assistance in preparation of confidential information memoranda, prospectuses and other materials, if any, to be used in connection with the conditions to the Debt Financing, (iii) would modify providing reasonable and customary assistance in the confidentiality provisions of the Debt Commitment Letter in any respect or preparation for, and participating in, meetings, due diligence sessions, road shows and similar presentations, if any, to and with, among others, prospective lenders, investors and rating agencies, (iv) providing any financial information reasonably necessary for the satisfaction of the obligations and conditions set forth in any commitment letters or similar agreements and (v) undertaking such other actions, all as Parent may reasonably request in connection with any such Financing; provided, that nothing in this Section 5.16 shall require such cooperation to the extent it would interfere unreasonably with the business or operations of Company or its Subsidiaries and until the Effective Time occurs, neither Company nor any of its Subsidiaries nor any of their respective Representatives shall (w) be required to execute any binding commitment or other obligation in connection with Parent’s efforts to obtain Financing; (x) be required to pay any commitment fee or other similar fee; (y) be required to incur any other liability with respect to, or cause or permit any Lien to be placed on any of their respective assets in connection with, the Financing; (z) be required to provide any legal opinion or other opinion of counsel prior to the Effective Time in connection with the Financing; provided, further, that any bank information memoranda and offering prospectuses or memoranda required in relation to the Financing shall contain disclosure and financial statements reflecting Parent and/or its Subsidiaries as the obligor. Parent shall promptly, upon request by Company, reimburse Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Company or any of its Subsidiaries in connection with the cooperation of Company and its Subsidiaries contemplated by this Section 5.16. Nothing in this Section 5.16 shall require such cooperation to the extent it would (i) cause any condition to Closing set forth in Article VI to fail to be satisfied or otherwise cause any breach of this Agreement, (ii) require Company or any of its Subsidiaries to take any action that will conflict with or violate Company’s or any if its Subsidiary’s organizational documents or any Laws or (iii) reasonably be expected to (A) materially delay, prevent, result in any officer or impede the funding director of the Debt Financing (Company or satisfaction any of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter)Subsidiaries incurring any personal liability. Parent and Acquisition Merger Sub shall promptly deliver acknowledge and agree that, notwithstanding anything in this Agreement to the Company true contrary, the obligations to perform their respective agreements hereunder, including to consummate the Closing subject to the terms and complete copies conditions hereof, are not conditioned on obtaining of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt the Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a).

Financing. The Company shall, and shall cause the other Company Entities to, and shall use commercially reasonable efforts to cause their respective Representatives to, cooperate with the Parent Parties in any of their efforts to arrange debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities (collectively, the “Debt Financing”), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and Acquisition Sub shall not permit any amendment, modification, supplement, or replacement to be made to, or any waiver of any provision or remedy under, (c) the Debt Commitment Letter without the consent refinancing of the Company if Credit Agreement or any other Indebtedness of the Company or any of the Company Subsidiaries; provided that such amendmentcooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. None of the representations, modificationwarranties or covenants of the Company shall be deemed breached or violated by any action taken by the Company at the request of any Parent Party pursuant to this Section 6.17. Anything in this Section 6.17 to the contrary notwithstanding, supplementuntil the Effective Time occurs, replacement neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or waiver directors, as the case may be, shall (i) reduces (be required to pay any commitment or would reasonably be expected to have the effect of reducing) the aggregate amount of the other similar fee in connection with any proposed Debt Financing, (ii) imposes new enter into any definitive agreement related to any proposed Debt Financing containing any material obligation that is not conditioned upon consummation of the Mergers or additional conditions (iii) unless promptly reimbursed by Parent, be required to incur any other out of pocket expenses in connection with the Debt Financing. Parent shall promptly reimburse the Company for all reasonable out of pocket costs incurred by the Company or otherwise expands or adversely amends or modifies any of the conditions to Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the Debt Financing, (iii) would modify the confidentiality provisions request of the Debt Commitment Letter Parent Parties or their financing sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any respect and all damages, losses, costs, liabilities or (iv) would reasonably be expected to (A) materially delay, prevent, expenses suffered or impede incurred by any of them in connection with the funding arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or satisfaction any of the conditions Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives at the request of Parent pursuant to this Section 6.17, except to the Debt Financing) extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or the consummation of the Offertheir respective Representatives’ fraud, the Merger and the other Transactions gross negligence, willful misconduct, intentional misrepresentation or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties bad faith. Notwithstanding anything to the Debt Commitment Letter contrary provided herein or in the Definitive Financing Agreements (as defined below) (provided Confidentiality Agreement, that Parent Entities and Acquisition Sub may amend or replace the Debt Commitment Letter their Representatives shall be permitted to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of disclose information consistent with customary practices in connection with the Debt Financing (or satisfaction of the conditions subject to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a)customary confidentiality arrangements.

Financing. (a) Parent shall use (and Acquisition Sub shall cause each of its Subsidiaries to use) its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and consummate the Financing on the terms described in the Commitment Letter or on such other terms that are acceptable to Parent (to the extent in compliance with Section 6.17(b)), including using commercially reasonable efforts to (i) satisfy on a timely basis all conditions applicable to Parent set forth in the Commitment Letter that are within its control, (ii) maintain in effect the Commitment Letter or definitive agreements with respect thereto, (iii) negotiate and enter into definitive agreements with respect to the Commitment Letter on the terms and conditions contemplated by the Commitment Letter or on such other terms that are acceptable to Parent (to the extent in compliance with Section 6.17(b)) and enforce its rights under the Commitment Letter and (iv) consummate the Financing at or prior to the Closing; provided, however, that if funds in the amounts and on the terms set forth in the Commitment Letter become unavailable to Parent, Parent shall use (and shall cause each of its Subsidiaries to use) commercially reasonable efforts to obtain alternative debt financing (the “Alternative Financing”) in amounts and otherwise on terms and conditions no less favorable in the aggregate to Parent than as set forth in the Commitment Letter or on such other terms that are acceptable to Parent (to the extent in compliance with Section 6.17(b)); provided, that if Parent proceeds with Alternative Financing, it shall be subject to the same obligations as set forth in this Section 6.17 with respect to the Financing. Parent shall promptly notify the Company of (i) the expiration or termination (or attempted or purported termination, whether or not valid) of the Commitment Letter, (ii) any refusal by the Lender to provide or any stated intent by the Lender to refuse to provide the full financing contemplated by the Commitment Letter, (iii) any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any Financing Source party to the Commitment Letter or definitive document related to the Financing of which Parent becomes aware or (iv) receipt of any written notice or other written communication from the Lender with respect to any actual or potential breach, default, termination or repudiation by any party to the Commitment Letter or any definitive document related to the Financing; provided that in no event will Parent be under any obligation to disclose any information that is subject to attorney client or similar privilege if Parent shall have used its commercially reasonable efforts to disclose such information in a way that would not waive such privilege. Parent shall not permit replace, amend or waive the Commitment Letter (including, for the avoidance of doubt, any amendment, modification, supplement, or replacement to be made to, or any waiver provision of any provision or remedy under, the Debt Commitment Letter Fee Letter) without the Company’s prior written consent of the Company if such amendmentreplacement, modification, supplement, replacement amendment or waiver (i) reduces (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt FinancingFinancing below the amount required to consummate the transactions contemplated by this Agreement, or (ii) imposes new or additional conditions conditions, or otherwise expands or adversely amends or modifies any of the conditions conditions, to the Debt Financing, receipt of Financing in a manner that would (iiiA) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, delay or impede prevent the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions Closing or (B) adversely impact in any respect the ability of Parent to consummate the transactions contemplated hereby or Acquisition Sub to enforce its rights against the other parties to likelihood of consummation of the Debt transactions contemplated hereby (provided, that, for the avoidance of doubt, Parent may replace or amend the Commitment Letter or and the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter Fee Letters solely to add or replace lenders, arrangers lead arrangers, bookrunners, syndication agents or similar entities so long that have not executed the Commitment Letter as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letterdate hereof). Parent and Acquisition Sub shall promptly deliver provide to the Company true and complete copies of any commitment letter and fee letters (it being understood that any such amendmentfee letter provided to the Company shall be redacted in a customary manner solely with respect to the fees, modification pricing caps and certain economic terms (including economic flex terms)) associated with a replacement Financing or replacement. For purposes Alternative Financing as well as any amendment or waiver of this Agreement, references to “Debt Financing” shall include any commitment letter (including the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” ) or fee letter (it being understood that any such amendment or waiver of any fee letter provided to the Company shall include such documents as amended or modified be redacted in accordance a customary manner solely with this Section 7.13(arespect to the fees, pricing caps and certain economic terms (including economic flex terms)) that is permitted hereunder.

Financing. (a) Parent and Acquisition Sub Purchaser shall not permit any amendment, modification, supplement, amendment or replacement modification to be made to, or any waiver of any provision or remedy under, or replace, the Debt Commitment Letter Financing Commitment, without the prior written consent of the Company Seller, if such amendment, modification, supplement, waiver or replacement or waiver (ii)(A) reduces (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt FinancingFinancing (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, (iiB) imposes new or additional conditions or otherwise expands or adversely expands, amends or modifies any of the conditions to the receipt of the Debt Financing, or (iiiC) would otherwise expand, amend or modify the confidentiality provisions any provision of the Debt Commitment Letter Financing Commitment, in any respect or the case of this clause (iv) C), in a manner that would reasonably be expected to (AI) materially delaydelay or prevent the Closing, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (BII) adversely impact in any material respect the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability Purchaser to enforce its rights under the Debt Financing Commitment Letteror 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). Parent , (B) and Acquisition Sub shall promptly deliver (C), collectively, the “Restricted Financing Commitment Amendments”) (provided that, subject to the Company true and complete copies 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 any the date hereof, but only if the addition of such amendmentadditional parties, modification individually or replacement. For purposes 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 Agreement, references to “Debt Financing” shall include Section 6.12) or (ii) results in the financing contemplated by early termination of the Debt Financing Commitment, other than any termination of the Debt Financing Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with its terms upon consummation of Permanent Financing in accordance with clause (b) of this Section 7.13(a)6.12.

Financing. (a) Parent Purchaser shall use its commercially reasonable efforts (taking into account the expected timing of the Marketing Period) to take, or cause to be taken, all actions and Acquisition Sub to do, or cause to be done, all things necessary, proper or advisable to consummate the Financing on the terms and conditions described in the Commitment Letters to the extent necessary to consummate the Contemplated Transactions, including using commercially reasonable efforts to (i) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein or on other terms not materially less favorable, taken as a whole, with respect to the applicable Purchaser Entity as to conditionality than the terms provided in the Commitment Letters and (ii) to satisfy on a timely basis all conditions, and otherwise comply with all terms, applicable to the applicable Purchaser Entity in the Commitment Letters that are within its control (or, if deemed advisable by Purchaser, seek the waiver of conditions applicable to the applicable Purchaser Entity contained in such Commitment Letters). In the event any portion of the Financing necessary to consummate the Contemplated Transactions becomes unavailable on the terms and conditions contemplated in the Commitment Letters, Purchaser shall promptly notify Seller and shall use its commercially reasonable efforts to arrange to obtain any such portion from alternative sources on terms and conditions not materially less favorable to the applicable Purchaser Entity as those contained in the Debt Commitment Letters as promptly as practicable following the occurrence of such event. Purchaser shall deliver to Seller true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide Purchaser with any portion of the Financing and promptly provide Seller with such information it may reasonably request regarding any alternative financing arrangements or plans. Purchaser shall give Seller prompt notice of any material breach by any party to the Commitment Letters of which Purchaser has become aware or any termination of the Commitment Letters. Upon request from Seller, Purchaser shall keep Seller informed on a reasonably current basis of material developments relating to the Financing. Purchaser may agree to or permit any amendment, modification, supplement, supplement or replacement other modification to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter without Letters or the consent definitive agreements relating to the Financing and may obtain financing in substitution of all or a portion of the Company if Financing so long as (x) Purchaser promptly provides Seller with such information as it may reasonably request in connection with any alternative financing arrangements or plans and (y) such amendment, modification, supplement, replacement modification or waiver (i) reduces does not reduce the aggregate amount of the Financing below an amount, together with any available cash of Purchaser or the Genesis Companies, required to pay the Required Payment Amount (including by increasing the amount of fees to be paid or original issue discount as compared to such fees and original issue discount contemplated by the Debt Commitment Letter and related fee letters in effect on the date hereof unless the Debt Financing or the Equity Financing is increased by such amount and/or cash is otherwise available to fund such amount); (ii) does not (A) impose new or additional conditions precedent to the Financing, or (B) otherwise adversely expand, amend or modify any of the conditions precedent to the Financing, in the case of clauses (A) and (B), in a manner that would reasonably be expected to have prevent or materially delay the effect ability of reducing) Purchaser to consummate the aggregate amount of the Debt Financing, (ii) imposes new Closing; or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) not materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub Purchaser to enforce its rights against the other parties to the Debt Commitment Letter Letters or otherwise to timely consummate the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Contemplated Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Financing” or “Debt Financing,” as applicable, shall include the financing contemplated by the Debt Commitment Letter Letters as permitted to be amended amended, modified, waived or modified replaced by this Section 7.13(a) 5.11(a), and references to “Definitive Financing Agreements” or “Debt Commitment LetterLetters” shall include such documents as amended permitted to be amended, modified, waived or modified in accordance with replaced by this Section 7.13(a5.11(a). Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.11 shall require, and in no event shall the commercially reasonable efforts of Purchaser be deemed or construed to require, Purchaser or any Affiliate thereof to (i) seek the Equity Financing from any source other than those counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter, or (ii) pay any fees materially in excess of those contemplated by the Equity Commitment Letter or the Debt Commitment Letters.

Financing. (a) Each of Parent, Merger Sub 1 and Merger Sub 2 shall take, or shall cause to be taken, all actions and to do, or cause to be done, all things necessary to arrange the Debt Financing on the terms and conditions described in the Debt Commitment Letters, including (i) to negotiate and enter into the definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including, as necessary, the “flex” provisions contained in any related fee letter) by the Closing Date, and (ii) to satisfy (or if determined advisable by Parent, obtain the waiver of) on a timely basis all conditions to obtaining the Debt Financing within Parent’s control and to comply with all of its obligations pursuant to the Debt Commitment Letters and the definitive agreements related thereto. In the event that all conditions to funding the commitments contained in the Debt Commitment Letters have been satisfied, each of Parent, Merger Sub 1 and Merger Sub 2 shall use its reasonable best efforts to cause the Financing Sources to fund the Debt Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by taking enforcement action to cause the Financing Sources to provide the Debt Financing). Each of Parent, Merger Sub 1 and Merger Sub 2 shall use its reasonable best efforts to enforce all of its rights under the Debt Commitment Letters. Parent shall give the Company prompt notice of any material breach by any party to the Debt Commitment Letters or the definitive agreements related thereto of which Parent has become aware or any termination of any of the Debt Commitment Letters or such definitive agreements. In the event that any portion of the Debt Financing becomes unavailable, Parent, Merger Sub 1 and Acquisition Merger Sub 2 shall not (1) use their reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, alternative debt financing for any such portion from alternative debt sources (“Alternative Financing”) in an amount that will still enable Parent, Merger Sub 1 and Merger Sub 2 to consummate the transactions contemplated by this Agreement, and (2) promptly notify the Company of such unavailability and the reason therefor. If obtained, Parent shall deliver to the Company true and complete copies of all agreements (including redacted copies of engagement and fee letters, removing only fee amounts, market “flex” provisions and certain other terms (none of which concern or would adversely affect the amounts, availability, timing or conditionality of the Debt Financing)) pursuant to which any such alternative source shall have committed to provide Parent, the Initial Surviving Corporation or the Surviving Company with Alternative Financing. Parent, Merger Sub 1 and Merger Sub 2 shall not, without the Company’s prior written consent, permit any amendment, modification, supplement, amendment or replacement to be made modification to, or any waiver of any provision or remedy under, any Debt Commitment Letter or any definitive agreements related thereto unless the terms of such Debt Commitment Letter or definitive agreements related thereto, in each case as so amended, modified or waived, are substantially similar to those in such Debt Commitment Letter or definitive agreement related thereto, prior to giving effect to such amendment, modification or waiver (other than economic terms, which shall be as good as or better for Parent, Merger Sub 1 and Merger Sub 2 than those in the Debt Commitment Letter without the consent of the Company if or definitive agreement relating thereto prior to giving effect to such amendment, modification, supplement, replacement modification or waiver (i) reduces (waiver); provided that in the case of amendments or would reasonably be expected to have the effect modifications of reducing) the aggregate amount of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or a definitive agreement relating thereto, the foregoing shall only apply if such amendment or modification (ivx) would could reasonably be expected to (AI) materially delayadversely affect the ability or likelihood of Parent, prevent, Merger Sub 1 or impede Merger Sub 2 timely consummating the transactions contemplated by this Agreement or (II) make the timely funding of the Debt Financing (or the satisfaction of the conditions to obtaining the Debt FinancingFinancing less likely to occur, (y) or reduces the consummation amount of the Offer, the Merger and the other Transactions Debt Financing or (Bz) adversely impact affects the ability of Parent Parent, Merger Sub 1 or Acquisition Merger Sub 2 to enforce its their rights against the other parties to the Debt Commitment Letter Letters or the Definitive definitive agreements relating thereto. Parent shall provide the Company with prompt written notice of the receipt of any notice or other communication from any Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend Source with respect to such Financing Source’s failure or replace the anticipated failure to fund its commitments under any Debt Commitment Letter to add Letters or replace lenders, arrangers or similar entities so long as such action would not definitive agreement in connection therewith. Parent shall keep the Company reasonably be expected to materially delay, prevent, or impede the funding informed on a current basis of the Debt Financing (or satisfaction status of the conditions its efforts to consummate the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a).

Financing. (a) Parent Acquiror and Acquisition Merger Sub shall take, or cause to be taken, as promptly as practicable after the date hereof, all actions, and to do, or cause to be done, all things necessary, proper or advisable (including enforcing its rights under the Subscription Agreements), on or prior to the Closing Date, to consummate the purchases contemplated by the Subscription Agreements on the terms and conditions described or contemplated therein, including using its reasonable efforts to (i) comply with its respective obligations under the Subscription Agreements, (w) maintain in effect the Subscription Agreements in accordance with the terms and conditions thereof, (x) satisfy on a timely basis all conditions and covenants applicable to Acquiror set forth in the applicable Subscription Agreements within its control, (y) consummate the PIPE Investment when required pursuant to this Agreement, and (z) enforce its rights under the Subscription Agreements to cause the Subscribers to pay to (or as directed by) Acquiror the applicable purchase price under each Subscriber’s applicable Subscription Agreement in accordance with its terms. Acquiror shall give the Company prompt written notice upon (A) becoming aware of any breach or default by any party to any of the Subscription Agreements or any termination (or purported termination) of any of the Subscription Agreements, (B) the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement and (C) if Acquiror does not expect to receive all or any portion of the PIPE Investment Amount on the terms, in the manner or from the sources contemplated by the Subscription Agreements. Acquiror shall not, without the prior written consent of the Company, amend, modify, supplement or waive (or permit any amendmentwaiver of) any provision of, modificationor terminate or abandon its plans with respect to, or provide consent to amend, modify, supplement, waive, assign or replacement to be made to, or any waiver of terminate any provision or remedy under, the Debt Commitment Letter without the consent of the Company if such amendmentor any replacements of, modification, supplement, replacement or waiver (i) reduces (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Subscription Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a).

Financing. (a) The Parent has delivered to the Company a true and Acquisition Sub shall complete copy of (i) the executed Debt Commitment Letter and (ii) the executed Debt Fee Letter (which may be redacted as to fees, yield or interest rate caps, original issue discount amounts, economic terms, flex terms and successful syndication level and other terms that are customarily redacted in connection with transactions of this type and would not permit any amendmentadversely affect the conditionality, modificationenforceability, supplementavailability, net cash proceeds or replacement to be made toprincipal amount (except, in the case of the net cash proceeds or any waiver principal amount, as a result of any provision increased original issue discount or remedy under, upfront fees resulting from the exercise of “price flex”) of the Debt Financing). Except as expressly set forth in the Debt Commitment Letter without and Debt Fee Letter, there are no conditions precedent to the consent obligations of the Company if such amendment, modification, supplement, replacement Debt Financing Sources party to the Debt Commitment Letter to provide the Debt Financing or waiver (i) reduces (or any contingencies that would reasonably be expected permit the Debt Financing Sources to have reduce the effect of reducing) the aggregate total amount of the Debt Financing, including any condition or other contingency relating to the total amount or availability of the Debt Financing pursuant to any market flex provision. As of 39 the date of this Agreement, neither the Parent nor any Subsidiary of the Parent has entered into any agreement, side letter or other arrangement relating to the debt financing of the Transactions, in each case, that would reasonably be expected to adversely affect the conditionality, enforceability, availability or principal amount of the Debt Financing, other than as set forth in the Debt Commitment Letter and the Debt Fee Letter. The commitments contained in the Debt Commitment Letter have not been withdrawn or rescinded in any respect prior to the date of this Agreement. As of the date of this Agreement, the Debt Commitment Letter is in full force and effect and represents (iiA) imposes new a valid, binding and enforceable obligation of the Parent and (B) to the Parent’s Knowledge, a valid, binding and enforceable obligation of each other party thereto, in the case of each of clauses (A) and (B), except as may be limited by applicable Bankruptcy and Equity Exceptions. The Parent or additional a Subsidiary of the Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are required to be paid pursuant to the terms of the Debt Commitment Letter and the Debt Fee Letter on or prior to the date of this Agreement. As of the date of this Agreement, to the Parent’s Knowledge, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach or default on the part of the Parent or any other party thereto under the Debt Commitment Letter. As of the date of this Agreement, assuming the satisfaction of all of the conditions or otherwise expands or adversely amends or modifies in Section 6.1 and Section 6.3 of this Agreement, the Parent has no reason to believe that any of the conditions to funding set forth in the Debt FinancingCommitment Letter will not be satisfied, (iii) would modify nor does the confidentiality provisions Parent have Knowledge, as of the date of this Agreement, that the Debt Financing will not be made available to the Parent on the Closing Date in accordance with the terms of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a).

Financing. (a) Parent Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and Acquisition Sub agrees that Closing is not conditioned upon Purchaser obtaining any financing. Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange the Financing on the terms and subject to the conditions described in the Financing Commitment (including the “flex” provisions) and shall not permit any amendment, modification, supplement, supplement or replacement modification to be made to, or any waiver by Purchaser of any provision or remedy under, under the Debt Financing Commitment Letter without the consent of the Company (including definitive agreements related thereto) if such amendment, modification, supplement, replacement modification or waiver would (i) reduces (or would reasonably be expected to have the effect of reducing) reduce the aggregate amount of the Debt Financing, net cash proceeds of the Financing (as compared to the amount of such aggregate proceeds contemplated by the Financing Commitment as in effect on the date hereof) or (ii) imposes impose new or additional conditions conditions, or otherwise expands amend, modify or adversely amends or modifies expand any conditions, to the receipt of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter Financing in any respect or (iv) a manner that would reasonably be expected to (AI) materially delay, prevent, impede or impede delay the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or transactions contemplated hereunder, (BII) adversely impact the ability of Parent or Acquisition Sub Purchaser to enforce its rights against the other parties to the Debt Financing Commitment Letter or the Definitive Financing Agreements (as defined below) (including definitive agreements related thereto), provided that Parent and Acquisition Sub Purchaser may amend replace, amend, supplement or replace modify the Debt Financing Commitment Letter to add or replace agents, co-agents, lenders, arrangers arrangers, joint bookrunners, managers or similar other entities so long that have not executed the Financing Commitment as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter)date hereof. Parent and Acquisition Sub Purchaser shall promptly deliver to the Company true and complete copies of any such replacement, amendment, supplement, modification or replacementwaiver. For purposes of this AgreementSection 6.06(a), references to “Debt Financing” shall include the debt financing contemplated by the Debt Financing Commitment Letter as permitted to be amended or modified by this Section 7.13(a6.06(a) and references to “Definitive Financing Agreements” or “Debt Commitment LetterCommitment” shall include such documents as amended permitted to be amended, modified or modified substituted by this Section 6.06(a). Without limiting the generality of the foregoing and except to the extent Purchaser has completed an offering of debt securities whose net cash proceeds replace amounts that were to be provided under the Financing Commitment, which net cash proceeds have been placed in an escrow account in favor of the bondholders on customary terms for high yield bond offerings and which will be available to Purchaser subject solely to conditions precedent that are no more onerous in any material respect than the conditions precedent contained in the Financing Commitment that would have been applicable to the replaced amounts of the Financing, Purchaser shall use its reasonable best efforts to (w) maintain in effect the Financing Commitment until the Merger, the Subsequent Mergers and the other transactions contemplated hereby are consummated, (x) negotiate and enter into definitive agreements with respect to the Financing Commitment (which with respect to the bridge facilities documentation shall not be required until reasonably necessary in connection with the funding of the Financing) on terms and conditions (including “flex” provisions) no less favorable to Purchaser than those contained in the Financing Commitment, (y) satisfy (or have waived) all conditions and covenants applicable to Purchaser in the Financing Commitment that are within its control at or prior to the Closing, and otherwise comply in all material respects with its obligations under the Financing Commitment (including definitive agreements related thereto), and (z) except to the extent Purchaser otherwise has cash resources at Closing to fund its payment obligations hereunder taking into account upfront and similar fees payable under the Financing (including to the extent any “flex” provisions are implemented), upon satisfaction of the conditions set forth in the Financing Commitment, consummate the Financing at or prior to the Closing. Purchaser shall keep the Company reasonably informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Financing (or replacement thereof) as the Company may reasonably request, and shall provide the Company with copies of all definitive documents related to the Financing and, as the Company may reasonably request from time to time, drafts of such documents posted to a lender syndicate group; provided that the Fee Letters may be redacted in accordance with this Section 7.13(a4.12; provided, that in no event will Purchaser be under any obligation to disclose any information that is subject to attorney-client or similar privilege if Purchaser shall have used its reasonable best efforts to disclose such information in a way that would not waive such privilege. Without limiting the generality of the foregoing, Purchaser shall give the Company prompt notice (x) of any material breach or default by any party to any of the Financing Commitments or definitive agreements related to the Financing of which Purchaser becomes aware, (y) of the receipt of (A) any written notice or (B) other written communication, in each case from any Financing Source with respect to any (1) material breach of any of its obligations under the Financing Commitment or default, termination or repudiation by any party to any of the Financing Commitments or definitive agreements related to the Financing of any provisions of the Financing Commitments or definitive agreements related to the Financing or (2) material dispute or disagreement between or among any parties to any of the Financing Commitments or definitive agreements related to the Financing with respect to the obligation to fund the Financing or the amount of the Financing to be funded at Closing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto), and (z) if at any time for any reason Purchaser believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms and conditions, in the manner or from the sources contemplated by any of the Financing Commitments or definitive agreements related to the Financing. As soon as reasonably practicable, but in any event within two Business Days after the Company delivers to Purchaser a written request, Purchaser shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (x), (y) or (z) of the immediately preceding sentence.

Financing. (a) Subject to the terms and conditions of this Agreement, without the consent of the Company each of Parent and Acquisition Merger Sub shall will not permit any amendment, modificationreplacement, supplement, supplement or replacement modification to be made to, or any waiver of any provision or remedy underpursuant to, the Debt Commitment Letter without Letters prior to the consent of the Company Effective Time if such amendment, modificationreplacement, supplement, replacement modification or waiver (i) reduces (would, or would reasonably be expected to have the effect of reducingto, (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) imposes impose new or additional conditions or otherwise expands expand, amend or adversely amends or modifies modify any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions receipt of the Debt Commitment Letter Financing in any respect or (iv) a manner that would reasonably be expected to (A1) materially delay, prevent, delay or impede prevent the Closing of the Merger or (2) make the timely funding of the Debt Financing (Financing, or the satisfaction of the conditions to obtaining the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions less likely to occur in any material respect; or (Biii) adversely impact the ability of Parent or Acquisition Sub 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 Letter Letters that is limited to adding lenders, lead arrangers, bookrunners, syndication agents or the Definitive Financing Agreements (as defined below) (provided similar entities that Parent and Acquisition Sub may amend or replace have not executed the Debt Commitment Letter to add or replace lendersas of the date of this Agreement (including in replacement of a Lender), arrangers or similar entities (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 such action doing so would not reasonably be expected to materially delay, prevent, or impede the funding result in any of the Debt Financing outcomes described in the foregoing clauses (i)-(iii), (3) implementation or satisfaction exercise of any “flex” provisions provided in the Fee Letter as in effect as of the conditions date hereof, (4) Parent or any Subsidiary thereof to the Debt Financing) issue senior notes or the consummation other securities in lieu of all or a portion of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability senior bridge facility referred to enforce its rights under in the Debt Commitment LetterLetter 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 and Acquisition Sub shall promptly deliver furnish to the Company true and complete copies a copy of any such amendment, replacement, supplement, modification or replacementwaiver relating to the Commitment Letters. For purposes of Any reference in this Agreement, references Agreement to (x) the “Debt Financing” shall will include the financing contemplated by the Commitment Letters as amended, replaced, supplemented or modified; and (y) “Equity Commitment Letter,” “Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing AgreementsLetters” or “Debt Commitment LetterLetters” shall will include such documents as amended or modified in accordance with this Section 7.13(a)modified.

Financing. (a) Each of Parent and Acquisition Merger Sub will use, and will cause their Affiliates and their respective Representatives to use, reasonable best efforts to take (or cause to be taken) all actions necessary, and proper in order to obtain third party debt financing for the purpose of financing the aggregate Merger Consideration, the Company Equity Award Consideration, any repayment or refinancing of debt contemplated by this Agreement or required in connection with the transactions contemplated hereby (including, for the avoidance of doubt, any offers required under this Agreement to repurchase outstanding debt upon a change of control or fundamental change and conversions of the Company Convertible Notes) and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby and all related fees and expenses of Parent and Merger Sub (the “Financing”) (it being understood that the receipt of such Financing is not a condition to the Merger) on the terms and conditions described in the Commitment Letter (taking into account the anticipated timing of the Marketing Period), including using its reasonable best efforts (i) to negotiate definitive agreements with respect thereto on the terms and conditions contained in the Commitment Letter (including any “market flex” provisions applicable thereto), and on such other terms as Parent and the Lenders shall agree, (ii) to satisfy all conditions on a timely basis to obtaining and consummating the Financing applicable to (and within the control of) it set forth in such definitive agreements, and (iii) maintain in effect and comply with the Commitment Letter (including any “flex” provisions set forth in the Commitment Letter, including as specified in any fee letter), including executing and delivering all such documents and instruments as may be reasonably required thereunder. Parent shall give the Company prompt notice upon becoming aware of, or receiving written notice with respect to, any (x) material breach of any provision of the Commitment Letter by a party thereto or (y) unavailability, termination or ineffectiveness of any provision of the Commitment Letter that would result in an amount being available less than what is required to consummate the transaction herein. Parent shall keep the Company informed on a reasonable basis and in reasonable detail of the status of its efforts to arrange the Financing and shall not permit any amendment, modification, supplement, amendment or replacement modification to be made to, or any waiver of any provision or remedy under, the Debt any Commitment Letter without the consent of the Company if such amendment, modification, supplement, replacement modification or waiver (iA) reduces (or would reasonably be expected to have the effect of reducing) the aggregate amount of Financing below the Debt Financingamount that would be required to consummate the Merger and the other transactions contemplated by this Agreement (including by changing the amount of fees or original issue discount contemplated by the Commitment Letter), (iiB) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of expands the conditions to the Debt availability of the Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (ivC) would reasonably be expected to (A) materially delay, prevent, prevent or impede delay the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions Closing or (BD) would reasonably be expected to adversely impact the ability of Parent or Acquisition Merger Sub to enforce its rights against the other parties to the Debt Commitment Letter or Letter, except, in each such case, with the Definitive Financing Agreements (as defined below) (provided prior written consent of the Company; provided, for the avoidance of doubt, that Parent and Acquisition Sub may shall be permitted, without the prior written consent of the Company, to amend or replace the Debt Commitment Letter to add or replace lenders, arrangers lead arrangers, bookrunners and syndication agents or similar entities entities, if the addition of such additional parties, individually or in the aggregate, would not delay the availability of the Financing. In the event that any portion of the Financing becomes unavailable on the terms and conditions (including any “flex” provisions) or from the sources contemplated in the Commitment Letter, Parent shall promptly notify the Company thereof, and Parent and Merger Sub shall use their respective reasonable best efforts to arrange and obtain as promptly as practicable following the occurrence of such event alternative debt financing (in an amount sufficient, together with the remaining Financing and any other sources available to Parent and Merger Sub, to fund the Financing) from the same or other sources (such portion from alternate sources, the “Alternate Financing”), so long as such action would Alternate Financing does not otherwise include terms (including any “flex” provisions) that could reasonably be expected to materially delay, prevent, or impede make the funding of such Alternate Financing in an amount less than what is required to consummate the Debt transaction herein. Notwithstanding anything in this Agreement to the contrary, each of Parent and Merger Sub acknowledges and agrees that neither the availability nor terms of the Financing (including obtaining any required consents or satisfaction of the waivers from any third party with respect thereto) or any Alternate Financing are conditions to the Debt Financing) or obligations of Parent and Merger Sub to consummate the consummation Merger, and each of the Offer, Parent and Merger Sub reaffirms its obligation to consummate the Merger and the other Transactionstransactions contemplated by this Agreement subject only to the express conditions set forth in Article VII, irrespective and independently of the availability or adversely impact terms of the Financing or any Alternate Financing, Parent’s or Acquisition Merger Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies use of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified efforts in accordance with this Section 7.13(a)6.06(a) or otherwise.

Financing. (a) Parent and Acquisition Sub Purchaser shall not permit any amendment, modification, supplement, or replacement to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter without the consent of the Company if such amendment, modification, supplement, replacement or waiver (i) reduces (use commercially reasonable efforts to ensure that the conditions described in the Commitment Letter are fulfilled on or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financingbefore September 30, 2001 and (ii) imposes new promptly inform the Company in writing (a "FINANCING NOTICE") if at any time (A) the Commitment Letter ceases to be in full force and effect, (B) Purchaser becomes aware of any fact, occurrence or additional conditions condition that would cause the Commitment Letter to be terminated or otherwise expands ineffective or adversely amends or modifies any of the conditions therein not to be met, unless Purchaser reasonably believes that any such fact, occurrence or condition may be cured by Purchaser or waived by the lender thereunder within thirty (30) calendar days of the date on which Purchaser became aware of such fact, occurrence or condition, or (C) Purchaser believes that the funding pursuant to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding full amount of the Debt Financing (or satisfaction of the conditions is not likely to occur. Notwithstanding anything to the Debt Financing) contrary contained in this Agreement, in the event that Purchaser is able to obtain Financing from a financing source other than pursuant to the Commitment Letter on terms at least as favorable and no more burdensome to the Company than the terms contained in the Commitment Letter, Purchaser may terminate the Commitment Letter in favor of a new commitment letter and Financing from such new or alternative financing source (a "New Commitment Letter"), provided that Purchaser shall not have the right to terminate the Commitment Letter in favor of a New Commitment Letter if such termination would delay the consummation of the OfferMerger past October 15, 2001. In the Merger and event that Purchaser shall terminate the other Transactions or (B) adversely impact the ability Commitment Letter in favor of Parent or Acquisition Sub to enforce its rights against the other parties a New Commitment Letter, references in this Agreement to the Debt Commitment Letter or shall be replaced with references to the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt New Commitment Letter such that Purchaser's obligations with respect to add or replace lendersdelivering a Financing Notice shall apply to such New Commitment Letter, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede and in no event shall the funding replacement of the Debt Financing (or satisfaction Commitment Letter for a New Commitment Letter limit the Company's termination rights in Article X hereof. For the avoidance of doubt, any termination of the conditions to the Debt Financing) or the consummation Commitment Letter in favor of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt a New Commitment Letter). Parent and Acquisition Sub Letter in accordance with Section 8.13 shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes not constitute a breach of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a).

Financing. (a) Subject to the terms of this Agreement (including the rights of Parent and Acquisition Merger Sub in this Section 6.11(a) to obtain Alternative Financing), Parent and Merger Sub shall not permit any amendment, modification, supplementuse their reasonable best efforts to take, or replacement cause to be made totaken, all actions and use their reasonable best efforts to do, or cause to be done, all things necessary or advisable to arrange the Debt Financing and to consummate the Debt Financing at the Effective Time, including using reasonable best efforts to (i) maintain in effect the Debt Commitment Letter; (ii) satisfy on a timely basis all of the conditions precedent set forth in the Debt Commitment Letter; (iii) negotiate, execute and deliver definitive documentation for the Debt Financing that reflects the terms contained in the Debt Commitment Letter (subject to any waiver “market flex” provisions included in the Fee Letter or any fee letter relating to an Alternative Financing); and (iv) in the event that the conditions set forth in Section 7.01 and Section 7.02 and the conditions precedent set forth in the Debt Commitment Letter have been satisfied or, upon funding would be satisfied, cause the financing providers to fund the Debt Financing in accordance with the terms of the Debt Commitment Letter. Parent and Merger Sub shall have the right from time to time to amend, restate, replace, supplement or otherwise modify, or waive any provision or remedy of its rights under, the Debt Commitment Letter without the consent and/or substitute other debt or equity financing for all or any portion of the Company if Debt Financing from the same and/or alternative financing sources (together with any alternative financing as described in clause (b) below, each an “Alternative Financing”); provided, that any such amendment, modificationrestatement, supplement, replacement or other modification to or waiver of any provision of the Debt Commitment Letter that amends the Debt Financing and/or substitution of all or any portion of the Debt Financing shall not, without the prior written consent of the Company, (iA) reduces (or would reasonably be expected to have the effect of reducing) reduce the aggregate amount of the Debt FinancingFinancing (including by increasing the amount of fees to be paid or original issue discount, unless the Debt Financing is increased by a corresponding amount on substantially the same terms as provided in the applicable Debt Commitment Letter) to be funded at Closing, (B) impose new or additional conditions precedent or contingencies to the Debt Financing as set forth in the Debt Commitment Letter or otherwise amend, modify, or expand any conditions precedent to the funding of the Debt Financing (unless such conditions precedent or contingencies to the Alternative Financing would not be reasonably expected to (i) prevent or delay the Closing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede make the funding of the Debt Financing (or the satisfaction of the conditions to obtaining the Debt Financing) or less likely to occur, (iii) adversely affect the consummation ability of Parent to consummate the Offer, the Merger and the other Transactions transactions contemplated by this Agreement or (Biv) adversely impact the ability of Parent or Acquisition Merger Sub to enforce its respective rights against the other parties to the Debt Commitment Letter or the definitive agreements with respect thereto), (C) release or consent to the termination of the obligations of the lenders under the Debt Commitment Letter (except for assignments and replacements of an individual lender under the terms of or in connection with the syndication of the Debt Financing or as otherwise expressly contemplated by the Debt Commitment Letter), (D) otherwise prevent or delay the Closing or (E) reasonably be expected to adversely impact the ability of Parent or Merger Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided definitive agreements with respect thereto; provided, further, that Parent and Acquisition Merger Sub may amend amend, restate, replace, supplement or replace otherwise modify the Debt Commitment Letter (or any Alternative Financing) on one or more occasions to add or replace lendersadditional arrangers, arrangers or similar entities so long as such action would not reasonably be expected to materially delaybookrunners, prevent, or impede agents and lenders in accordance with the funding terms of the Debt Financing Commitment Letter (or satisfaction of the conditions but not to make any other changes other than to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights extent otherwise permitted under the Debt Commitment Letterthis Section 6.11(a). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement). For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or definition of “Debt Commitment Letter” shall include such documents as amended any amendment, restatement, supplement or modified other modification or waiver thereto, or any replacement thereof, and the definition of “Debt Financing” shall include any Alternative Financing, in accordance with each case permitted under this Section 7.13(a)6.11(a) or clause (b) below.

Financing. (a) Parent NBCU may, subject to the consent of Comcast, enter into financing arrangements as an alternative to the NBCU Financing that, when funded in accordance with, and Acquisition Sub subject to the terms and conditions of, such alternative financing arrangements will provide NBCU with funds sufficient to pay the NBCU Dividend in full (any such alternative financing arrangements, the “Alternative Financing” and the agreements relating to the Alternative Financing, the “Alternative Financing Agreements”). NBCU shall, and GE shall cause NBCU to, use its commercially reasonable efforts to consummate the NBCU Financing or Alternative Financing, as applicable, on the terms of the NBCU Financing Commitment Letter or Alternative Financing Agreements, as applicable, at or prior to the time that all of the conditions set forth in Article 9 have been satisfied or waived (other than the conditions set forth in Section 9.01(f), and those conditions that by their terms are to be satisfied at the Closing), including drawing down on the NBCU Financing or Alternative Financing, as applicable, and using its commercially reasonable efforts to (i) negotiate definitive agreements with respect to the NBCU Financing (on the terms and conditions contained in the NBCU Financing Commitment Letter) (the “NBCU Financing Agreements”) or Alternative Financing, as applicable, and (ii) satisfy all conditions to closing or funding of the NBCU Financing or Alternative Financing, as applicable, to the extent that satisfaction of such conditions is within the control of NBCU; provided, however, that the use of such commercially reasonable efforts shall not permit require GE or NBCU to, directly or indirectly, except as specifically provided in the NBCU Financing Commitment Letter, (A) provide any guarantees, credit support or credit enhancements of any kind, (B) maintain or support any working capital, equity capital, financial statement condition, credit rating or debt rating or (C) consent to any amendment, modificationwaiver, supplementmodification or other change to this Agreement or the transactions contemplated hereby. Comcast shall (x) deliver any financial statements with respect to the Contributed Comcast Business required by the NBCU Financing Agreements or the Alternative Financing Agreements as and when required therein and (y) comply with any covenants contained in the NBCU Financing Commitment Letter, the NBCU Financing Agreements or replacement the Alternative Financing Agreements that would be applicable to be made the Contributed Comcast Business were the Contribution Comcast Businesses subject to such covenants. To the extent reasonably requested by Comcast, GE and NBCU will keep Comcast informed on a current basis in reasonable detail of the status of its efforts to consummate the NBCU Financing or Alternative Financing, as applicable, on the terms of the NBCU Financing Commitment Letter or Alternative Financing Agreements, as applicable. GE and NBCU will provide Comcast with prompt notice of any material breach by any party of the NBCU Financing Commitment Letter or any Alternative Financing Agreement or any termination of the NBCU Financing Commitment Letter or any Alternative Financing Agreement. NBCU shall not, and GE shall cause NBCU not to, enter into any definitive agreement with respect to the NBCU Financing or Alternative Financing or terminate or agree to any amendment or modification to, or grant, seek, obtain or rely upon any waiver of any provision or remedy under, the Debt NBCU Financing Commitment Letter or any Alternative Financing Agreement, in each case, without the first receiving Comcast’s written consent thereto. If any portion of the Company if such amendment, modification, supplement, replacement NBCU Financing or waiver (i) reduces (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Alternative Financing, (ii) imposes new or additional as applicable, becomes unavailable on the terms and conditions or otherwise expands or adversely amends or modifies any of contemplated in the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt NBCU Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Alternative Financing Agreements Agreements, as applicable, (as defined belowi) NBCU shall, and GE shall cause NBCU to, seek in good faith to arrange (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions subject to the Debt Financingconsent of Comcast) to obtain such portion from alternative sources on terms and conditions that are equivalent or more favorable to NBCU as promptly as practicable and (ii) if such portion is not obtained from alternative sources contemplated above, NBCU, GE and Comcast shall work together in good faith to attempt to agree upon and implement appropriate changes in financing arrangements or the consummation of transactions contemplated hereby in order to permit the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability transactions contemplated hereby to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of be consummated (it being understood that any such amendment, modification or replacement. For purposes changes shall require the consents of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) GE and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(aComcast).

Financing. True, correct and complete copies of the debt commitment letter dated the date of this Agreement from affiliates of each of Credit Suisse and Deutsche Bank (athe “Commitment Letter”) providing for debt financing as described therein (the “Financing”), subject to the terms and conditions set forth therein are attached hereto as Exhibit B, which Commitment Letter includes a commitment to fund any payment made by Parent or Merger Sub pursuant to Section 7.3. The Commitment Letter is in full force and Acquisition effect and is valid and enforceable against the parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The aggregate proceeds contemplated to be provided by the Commitment Letters will be sufficient for Merger Sub shall and the Surviving Corporation to pay the aggregate Merger Consideration (including in connection with the provisional conversion of the 5% Preferred Stock into Company Common Stock prior to the Merger), the aggregate Option Consideration, any repayment or refinancing of debt contemplated in the Commitment Letter and fees and expenses of Parent, Merger Sub and their respective Representatives incurred in connection with the Transactions (collectively, the “Required Amounts”). The obligations of the financing sources to fund the commitments under the Commitment Letter are not permit subject to any amendmentconditions other than as set forth in the Commitment Letter. As of the date of this Agreement, modificationto the knowledge of Parent, supplementno event has occurred that (with or without notice, lapse of time, or replacement to be made to, both) would constitute a breach or any waiver default under the Commitment Letter by Parent or Merger Sub. Parent has no knowledge of any provision facts or remedy under, the Debt Commitment Letter without the consent of the Company if such amendment, modification, supplement, replacement or waiver circumstances that are reasonably likely to result in (i) reduces (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to set forth in the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect not being satisfied or (ivii) would reasonably be expected to (A) materially delay, prevent, or impede the funding of contemplated in the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or not being made available to Parent on a timely basis in order to consummate the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of transactions contemplated by this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a).

Financing. (a) Parent and Acquisition Sub shall not permit any amendment, modification, supplement, or replacement to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter without the consent of the Company if such amendment, modification, supplement, replacement or waiver (i) reduces (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver has delivered to the Company true and complete fully executed copies of the commitment letter, dated as of March 17, 2015 between Parent, Bank of America, N.A and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated , together with any related fee letter, engagement letter or other agreement, including all exhibits, schedules, annexes and amendments to such amendmentletter in effect on the date hereof (and with the understanding that Parent shall have delivered to the Company only redacted forms of the fee letter and the engagement letter) (collectively, modification the “Commitment Letter”), pursuant to which and subject to the terms and conditions thereof each of the parties thereto (other than Parent) have severally agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or replacement. For purposes otherwise modified or waived prior to the date of this Agreement, references and the respective commitments contained in the Commitment Letter have not been withdrawn, modified or rescinded in any respect as of the date of this Agreement. As of the date of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Parent and, to “Debt the knowledge of Parent, the other parties thereto, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) except that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under any term, or a failure of any condition, of the Commitment Letter to provide the Financing” shall include . Assuming the financing satisfaction of the Tender Offer Conditions set forth in clauses (iii)(d) and (iii)(e) of Annex A, Parent does not have any reasonable basis to believe that it will be unable to satisfy on a timely basis any term or condition of the Commitment Letter to provide the Financing required to be satisfied by it. There are no side letters or other agreements, contracts or arrangements (other than customary fee letters, engagement letters and confidentiality letters, redacted copies of which have been delivered to the Company) relating to the commitments to provide the Financing to consummate the Offer and the Merger. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Commitment Letter. Subject to the terms and conditions of the Commitment Letter and assuming the satisfaction of the Tender Offer Condition set forth in clause (iii)(d)(B), the net proceeds contemplated from the Financing, together with the cash and cash equivalents of Parent and Purchaser, are and will be, in the aggregate, sufficient for the satisfaction of all of Parent’s and Purchaser’s obligations under this Agreement, including the payment of the aggregate Per Share Amount and Merger Consideration and of all fees and expenses reasonably expected to be incurred by the Debt Commitment Letter as permitted parties in connection herewith. Parent has fully paid all commitment fees or other fees required to be amended or modified by paid prior to the date of this Section 7.13(a) and references Agreement pursuant to “Definitive Financing Agreements” or “Debt the Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a).

Financing. (a) Each of Parent and Acquisition Sub shall not permit any amendment, modification, supplement, amendment or replacement modification to be made to, or any waiver of any provision or remedy under, or replace, the Financing Commitments; except that that Parent and Sub may (x) modify the terms and conditions of the Debt Financing Commitment Letter without the consent of the Company if so long as such amendment, modification, supplement, replacement or waiver (i) reduces (or modifications would not reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against timely consummate the other parties to transactions contemplated by this Agreement or the likelihood of consummation of the transactions contemplated by this Agreement and (y) replace or amend the Debt Financing Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers arrangers, bookrunners, syndication agents or similar entities which had not executed the Debt Financing Commitment as of the date hereof, or otherwise so long as such action replacement or amendment would not reasonably be expected to materially delayadversely impact or delay in any material respect the ability of Parent or Sub to consummate the transactions contemplated hereby or the likelihood of the consummation of the transactions contemplated hereby. Subject to the terms and conditions of this Agreement (including Section 6.09(b) and Section 6.10), preventeach of Parent and Sub shall use its reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to take all actions, and to do all things reasonably necessary, proper or impede advisable to arrange and obtain the proceeds of the Financing (including the Bridge Loans (as defined in the Debt Financing Commitment), if the funding of the Notes (as defined in the Debt Financing Commitment) as contemplated by the Debt Financing Commitment has not occurred substantially concurrently with or prior to the Merger Closing) on the terms and conditions (or including the related flex provisions) described in the Financing Commitments and the Fee Letter, including using its reasonable best efforts to (i) maintain in effect the Financing Commitments in accordance with the terms and subject to the conditions thereof, subject to the foregoing replacement and amendment rights with respect to the Debt Financing Commitment, (ii) satisfy on a timely basis (taking into account the anticipated timing of the Marketing Period) all conditions applicable to Parent and Sub obtaining the Financing at the Merger Closing set forth therein that are within their control, (iii) negotiate and enter into definitive agreements with respect to the Debt Financing on the terms and conditions (including the flex provisions) contemplated by the Debt Financing Commitment and the Fee Letter (and provide copies thereof to the Company promptly upon their execution and otherwise keep the Company reasonably informed on a reasonably current basis of the status of their efforts to arrange the Debt Financing) and (iv) upon satisfaction of the conditions set forth in such definitive agreements, consummate the Financing substantially concurrent with the Merger Closing. Subject to the terms and conditions of this Agreement (including Section 6.09(b) and Section 6.10), in the event any portion of the Debt FinancingFinancing becomes unavailable on the terms and conditions (including the flex provisions) or contained in the Debt Financing Commitment and the Fee Letter (other than due to the failure of a condition to the consummation of the OfferDebt Financing resulting from a breach of any representation, warranty, or covenant of the Company set forth in this Agreement), Parent shall promptly notify the Company and shall use its reasonable best efforts to arrange to obtain alternative debt financing (including from alternative sources) no later than August 19, 2011 in an amount such that the aggregate funds that would be available to Parent and Sub at the Merger Closing under such alternative debt financing (when combined with the Equity Financing and cash on hand of the Company) will be sufficient to pay all amounts contemplated by this Agreement to be paid by them and to perform their respective obligations under this Agreement, provided that neither Parent nor Sub shall be required to arrange for or obtain any such alternative debt financing (unless Parent and Sub otherwise determine in their sole discretion) on terms and conditions (including flex provisions) that are less favorable to the interests of Parent and Sub than the terms contained in the Debt Financing Commitment and the other TransactionsFee Letter. Parent shall give the Company prompt notice of any breach by any party to any of the Financing Commitments of which Parent or Sub becomes aware, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under any termination of any of any of the Debt Commitment Letter)Financing Commitments. Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of all agreements pursuant to which any such amendment, modification or replacementfinancing source shall have committed to provide Parent and Sub with any portion of the Financing. For purposes of this AgreementSection 6.09, Section 6.10 and Section 5.03, references to “Financing” and “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter Financing Commitments as permitted to be amended or modified by this Section 7.13(a) 6.09 to be amended, modified or replaced and references to “Definitive Financing Agreements” or Commitments”, “Debt Commitment Financing Commitment” and “Fee Letter” shall include such documents as amended or modified in accordance with permitted by this Section 7.13(a)6.09(a) to be amended, modified or replaced, in each case from and after such amendment, modification or replacement.

Financing. (a) Parent and Acquisition Merger Sub shall not permit any amendment, modification, supplementuse their reasonable best efforts to take, or replacement cause to be made totaken, all actions and to do, or any waiver of any provision cause to be done, all things necessary, proper or remedy under, advisable to arrange and obtain the Debt Financing on the terms and conditions described in the Commitment Letter without as promptly as practicable after the consent of the Company if such amendmentdate hereof, modification, supplement, replacement or waiver including their reasonable best efforts to (i) reduces maintain in effect the Commitment Letter, (ii) negotiate and enter into, and keep in effect, definitive agreements with respect thereto on the terms and conditions contained in the Commitment Letter (including the flex provisions) or on other terms no less favorable to Parent and Merger Sub, provided such terms do not contain any additional conditions to funding and would not otherwise reasonably be expected to have impair or delay the effect of reducing) the aggregate amount consummation of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify satisfy on a timely basis all conditions applicable to Parent and Merger Sub in the confidentiality provisions of the Debt Commitment Letter in any respect or that are within their control, (iv) would reasonably be expected consummate the Financing at or prior to the Closing, including using their reasonable best efforts to cause the financing sources to fund the Financing at or prior to the Closing, (Av) materially delay, prevent, or impede the funding to take each of the Debt Financing (or satisfaction actions required of the conditions Company and its Subsidiaries in paragraphs (b)(i) through (b)(v) below with respect to themselves and their Subsidiaries, and (vi) enforce their rights under the Debt Financing) or Commitment Letter (including by taking such action necessary to cause each other party thereto to specifically perform their obligations in accordance with the consummation terms thereof). In the event of any termination of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive receipt by Parent of written notice that the counterparty to the Commitment Letter no longer intends to provide the Financing, (A) Parent shall promptly notify the Company (such notice being a “Financing Agreements Termination Notice”) and (as defined belowB) (provided that Parent and Acquisition Merger Sub may amend or replace shall arrange and obtain financing from alternative sources (the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long “Alternative Financing”) as promptly as practicable following the occurrence of such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter)event. Parent shall provide the Company regular updates regarding its progress in obtaining such Alternative Financing and Acquisition Sub shall promptly deliver to the Company true and complete copies of any all agreements related to such amendment, modification or replacementAlternative Financing (excluding fee letters and engagement letters to the extent Parent is prohibited from providing such letters) promptly upon the execution thereof. For purposes In furtherance of the provisions of this AgreementSection 6.18, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter may be amended, restated, supplemented or otherwise modified or superseded at the option of Parent after the date of this Agreement but prior to the Effective Time by instruments (the “New Commitment Letters”) that replace the existing Commitment Letter or contemplate financing from one or more other or additional parties; provided that the terms of the New Commitment Letters shall not (1) expand upon the conditions precedent to the Financing as permitted to set forth in the existing Commitment Letter, (2) reasonably be amended expected to, directly or modified by this Section 7.13(aindirectly, prevent, impede, delay or hinder the Closing or (3) and references to reduce the aggregate amount of available Financing. In such event, the term “Definitive Financing Agreements” or “Debt Commitment Letter” as used herein shall be deemed to include the Commitment Letter that are not so superseded at the time in question and the New Commitment Letters to the extent then in effect. Parent shall deliver to the Company true and complete copies of all agreements related to such documents as amended or modified in accordance with this Section 7.13(a)New Commitment Letters (excluding fee letters and engagement letters to the extent Parent is prohibited from providing such letters) promptly upon the execution thereof.

Financing. (a) Parent SJW shall, and Acquisition Sub shall not permit any amendmentcause its Affiliates to, modification, supplementuse their respective reasonable best efforts to take, or replacement cause to be made totaken, all actions, and to do, or cause to be done, as promptly as possible, all things necessary, proper or advisable to consummate the Financing or any waiver of any provision Substitute Financing on or remedy underprior to the Closing Date, the Debt Commitment Letter without the consent of the Company if such amendment, modification, supplement, replacement or waiver including (i) reduces maintaining in effect the Commitment Letter until the Closing (provided that the Commitment Letter may be amended, supplemented, modified and replaced as permitted pursuant to this Section 6.12), (ii) negotiating and entering into definitive agreements with respect to the Financing on the terms and conditions contained in the Commitment Letter (including any “flex” provisions related thereto) or would on such other terms acceptable to SJW and its Financing Sources (provided that such other terms could not reasonably be expected to have the effect of reducing(x) reduce the aggregate amount of the Debt FinancingFinancing 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, (iiy) imposes impose new or additional conditions or otherwise expands expand, amend or adversely amends or modifies modify any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions receipt of the Debt Commitment Letter Financing in any respect or (iv) would a manner that could reasonably be expected to (Ai) materially delay, prevent, delay or impede prevent or make less likely the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (Bii) adversely impact the ability of Parent or Acquisition Sub SJW to enforce its rights against the Financing Parties or any other parties to the Debt Commitment Letter or the Definitive definitive agreements with respect thereto, or (z) make it less likely that the Financing Agreements would be funded (as defined belowincluding 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) so that such agreements are in effect no later than the Closing, (provided that Parent and Acquisition Sub may amend iii) satisfying all the conditions to the Financing within the control of SJW at or replace prior to the Debt Closing, (iv) accepting to the fullest extent all “market flex” contemplated by the Commitment Letter (or any fee letter relating thereto), to add the extent deemed necessary under the Commitment Letter and (v) enforcing its rights under the Commitment Letter. In the event that all conditions set forth in the Commitment Letter have been satisfied (other than the consummation of the Merger) or, 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 Business Days), give CTWS written notice of any (A) breach (or replace lendersthreatened breach) or default (or any event or circumstance that, arrangers with or similar entities so long as such action would not without notice, lapse of time or both, could reasonably be expected to materially delaygive rise to any breach or default) by a Financing Party or any party to any definitive document related to the Financing, prevent(B) actual or threatened withdrawal, repudiation or termination of the Financing by the Financing Parties, (C) amendment or modification of, or impede 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 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 Debt Financing (or satisfaction of the conditions to the Debt Financing) or (2) adversely impact the consummation ability of SJW to enforce its rights against the OfferFinancing 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 Transactionstransactions 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 adversely impact Parent’s any portion thereof, become unavailable, or Acquisition Sub’s ability it becomes reasonably likely that such funds may become unavailable to enforce 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 rights under Affiliates, as promptly as practicable (and in any event within two Business Days) following the Debt occurrence of such 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 SJW than those set forth in the Commitment Letter and in an amount sufficient to enable SJW to consummate the Merger and the other transactions contemplated hereby in accordance with its terms (the “Substitute Financing”). In the event that new commitment letters are entered into in accordance with any amendment, replacement, supplement or other modification of the Commitment Letter (including in connection with any Substitute Financing) permitted pursuant to this Section 6.12, such new commitment letters shall be deemed to be a part of the “Financing” and deemed to be the “Commitment Letter)” for all purposes of this Agreement. Parent and Acquisition Sub SJW shall promptly deliver to the Company true and complete CTWS copies of any such termination, amendment, modification modification, waiver or replacement. For purposes replacement of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified (including in accordance connection with this Section 7.13(aany Substitute Financing).

Financing. (a) Parent and Acquisition Sub shall not permit any amendment, modification, supplementuse its reasonable best efforts to take, or replacement cause to be made totaken, all actions and to do, or any waiver of any provision cause to be done, all things reasonably necessary, proper or remedy under, the Debt Commitment Letter without the consent of the Company if such amendment, modification, supplement, replacement or waiver (i) reduces (or would reasonably be expected advisable to have the effect of reducing) the aggregate amount of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of arrange the Debt Financing as promptly as practicable on the terms and conditions described in the Debt Financing Commitment (provided that Parent and Merger Sub may replace or satisfaction amend the Debt Financing Commitment to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Debt Financing Commitment as of the conditions to the Debt Financing) date hereof, or the consummation of the Offer, the Merger and the other Transactions otherwise so long as such replacement or (B) amendment would not adversely impact or delay in any material respect the ability of Parent or Acquisition Merger Sub to enforce its rights against consummate the other parties to the Debt Commitment Letter transactions contemplated hereby or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding likelihood of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offertransactions contemplated hereby), the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability including using reasonable best efforts to enforce its rights under (i) maintain in effect the Debt Commitment Letter). Financing Commitment, subject to the foregoing replacement and amendment rights, (ii) satisfy on a timely basis all conditions applicable to Parent and Acquisition Merger Sub shall promptly deliver to obtaining the Debt Financing set forth in the Debt Financing Commitment that are within their control (including by consummating the financing pursuant to the Company true terms of the Equity Financing Commitment and complete copies by assisting in the syndication or marketing of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Financing Commitment) and (iii) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Financing Commitment Letter as permitted or on other terms reasonably acceptable to be amended Parent that would not adversely impact in any material respect the ability of Parent or modified Merger Sub to consummate the transactions contemplated hereby. Subject to the terms and conditions contained herein and the satisfaction of the conditions set forth in Section 7.1, Sections 7.2(a) and 7.2(b) and the satisfaction or waiver of the conditions set forth in Section 7.3, at the Closing Parent shall use its reasonable best efforts to cause the lenders under the Debt Financing to fund the Debt Financing required to consummate the transactions contemplated hereby if the conditions to the Debt Financing Commitment are then satisfied. Without limiting Parent’s obligations under this Section 6.13, if any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitment, Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms not materially less beneficial to Parent and Merger Sub in an amount sufficient to consummate the transactions contemplated by this Section 7.13(aAgreement as promptly as practicable following the occurrence of such event but in no event later than the Termination Date. Parent shall give the Company prompt notice of any material breach by any party to the Financing Commitments of which Parent or Merger Sub becomes aware, or any termination of the Financing Commitments. Parent shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange the Debt Financing and provide copies of all documents related to the Debt Financing (other than any ancillary documents subject to confidentiality agreements) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance the Company. Notwithstanding the foregoing, compliance by Parent with this Section 7.13(a)6.13(a) shall not relieve Parent of its obligation to consummate the transactions contemplated by this Agreement whether or not the Debt Financing is available.

Financing. (a) Parent The Company shall, and Acquisition Sub shall not permit any amendment, modification, supplement, or replacement to be made cause its Subsidiaries to, and shall use its commercially reasonable efforts to cause its Representatives to, provide all cooperation that is necessary, customary or any waiver advisable and reasonably requested by Parent to assist Parent in the arrangement of any provision financing obtained in connection with the transactions contemplated by this Agreement (it being understood that the receipt of such financing is not a condition to the Merger); provided however, that nothing in this Section 7.08 shall require such cooperation or remedy underother action on the part of the Company, its Subsidiaries or their respective Representatives to the Debt Commitment Letter without extent it would (A) unreasonably disrupt the consent conduct of the business or operations of the Company if such amendmentor its Subsidiaries or (B) require the Company, modificationany of its Subsidiaries or any of their respective Representatives to enter into any agreement, supplementtake any corporate action or otherwise agree to pay any fees, replacement reimburse any expenses or waiver otherwise incur any liability (other than immaterial out-of-pocket expenses that shall be subject to reimbursement by Sub as set forth below) or give any indemnities prior to the Effective Time. Such cooperation shall include (i) reduces (or would preparing and furnishing all financial and other pertinent information regarding the Company and its Subsidiaries reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financingrequested by Parent, (ii) imposes new reasonably facilitating the pledging of collateral, provided that no such documents or additional conditions or otherwise expands or adversely amends or modifies any of the conditions agreements shall be effective prior to the Debt FinancingEffective Time, (iii) would modify taking all corporate actions, subject to the confidentiality provisions occurrence of the Debt Commitment Letter in any respect or Effective Time, reasonably requested by Parent to permit the consummation of such financing and (iv) would reasonably be expected furnishing Parent and any lenders involved with such financing, with all documentation and other information required by any Governmental Authority with respect to such financing under applicable “know your customer” and anti-money laundering rules and regulations. Sub shall, and Parent shall cause Sub to, promptly, upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding, for the avoidance of doubt, the costs of the Company’s preparation of its annual and quarterly financial statements) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with such financing or pursuant to this Section 7.08(a), and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of such financing and any information used in connection therewith or pursuant to this Section 7.08(a), except with respect to (Ax) materially delay, prevent, any information provided by the Company or impede the funding any of the Debt Financing its Subsidiaries or (y) any fraud or satisfaction of the conditions intentional misrepresentation or willful misconduct by any such persons. Notwithstanding anything in this Section 7.08 to the Debt Financing) or the consummation of the Offercontrary, the Merger and the other Transactions Company shall not be required under this Section 7.08(a) to cause its officers or (B) adversely impact the ability of Parent or Acquisition Sub employees to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers participate in any road shows or similar entities so long as events related to such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a)financing.

Financing. (a) Each of Parent and Acquisition 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 arrange, and close concurrently with the Closing, debt financing on terms and conditions described in the Debt Commitment Letters and/or any Alternative Financing (as defined below) (including obtaining rating agency approvals, maintaining in effect the Debt Commitment Letters, satisfying on a timely basis all conditions applicable to Parent and Merger Sub to obtaining the financing contemplated by the Debt Commitment Letters, negotiating and entering into definitive agreements with respect to the Debt Commitment Letters on terms and conditions contained therein or with respect to any Alternative Financing, satisfying all conditions applicable to Parent and Merger Sub in such definitive agreements that are within their respective control and, if necessary, borrowing pursuant to the Debt Commitment Letters in the event any “flex” provisions are exercised). Parent shall keep the Company Board informed on a reasonably current basis in reasonable detail of the status of its efforts to comply with the terms of, and satisfy the conditions contemplated by, the Debt Commitment Letters in accordance with this Section 6.12 and shall not, and shall not permit Merger Sub to, agree or permit any amendment, modification, supplement, supplement or replacement other modification to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter Letters without obtaining the prior written consent of the Company Board if such amendment, modification, supplement, replacement supplement or waiver (i) reduces (or would other modification could reasonably be expected to have the effect of reducing) the aggregate amount impair, delay or prevent consummation of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies . Parent shall give the Company Board prompt notice of any of the conditions material breach by any party to the Debt FinancingCommitment Letters, (iii) would modify the confidentiality provisions any termination of any of the Debt Commitment Letter in Letters or any respect other circumstance, event or (iv) condition that would reasonably be expected likely to (A) materially delay, prevent, delay or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter Letters, to the extent it becomes aware of such breach, termination, circumstance, event or condition. Parent shall not, and shall not permit any of its Affiliates to, without the prior written consent of the Company, take or fail to take any action or enter into any transaction, including any merger, acquisition, joint venture, disposition, contract or debt or equity financing, that could reasonably be expected to materially breach or make materially untrue any representation or warranty contained in the Debt Commitment Letters or otherwise impair, delay or prevent consummation of the Debt Financing (or, if applicable, of any Alternative Financing). In the event that all or any portion of the financing contemplated by the Debt Commitment Letters becomes unavailable on the terms and conditions set forth in the Debt Commitment Letters, Parent shall use its reasonable best efforts to arrange, or if Parent is able to arrange debt financing in amounts sufficient to fund the transactions contemplated hereby on terms and conditions more favorable to Parent than those contained in the Debt Commitment Letters, Parent may arrange, in each case as permitted promptly as practicable following the occurrence of such event and after giving the Company prior written notice, alternative financing from alternative sources in an amount sufficient to consummate the transactions contemplated by this Agreement on terms that are no less beneficial to Parent or Merger Sub (including with respect to conditionality) and on terms that would not reasonably be expected to prevent, delay or impede the consummation of any remaining financing contemplated by the Debt Commitment Letters or the transactions contemplated by this Agreement (the “Alternative Financing”). For the avoidance of doubt, if the financing provided for by the Debt Commitment Letters has not been or cannot be obtained, Parent and Merger Sub shall continue to be amended or modified obligated to consummate the Merger on the terms contemplated by this Section 7.13(aAgreement and subject only to the satisfaction or waiver of the conditions set forth in Sections 7.1 and 7.2 of this Agreement (other than those conditions that by their nature will not be satisfied until the Closing) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance Parent’s rights under Section 8.1, regardless of whether Parent and Merger Sub have complied with all of their other obligations under this Agreement (including their obligations under this Section 7.13(a6.12).

Financing. (a) Xxxxxxx agrees to use, and to cause Parent and Acquisition Sub Purchaser to use, best efforts to complete the transactions contemplated by the Commitment Letters on or before the scheduled Closing Date on the terms and conditions described in the Commitment Letters, including by maintaining the Commitment Letters and negotiating and entering into definitive agreements with respect to the Debt Financing and Equity Financing on the terms and conditions contemplated by the Commitment Letters. Upon request, Parent will keep the Company reasonably informed of the status of its efforts to arrange such financing and provide to the Company copies of the material definitive documents for such financing. Xxxxxxx agrees to use, and to cause Parent and Purchaser to use, reasonable best efforts to enforce their respective rights under the Commitment Letters and the definitive agreements with respect to the Debt Financing and Equity Financing, including by seeking specific performance of the parties thereunder. Xxxxxxx shall not, and shall cause Parent and Purchaser not to, without the prior written consent of the Company, terminate the Equity Commitment Letter, or permit any amendment, modification, supplement, modification or replacement to be made supplement to, or any waiver of any provision or remedy under, or replace, the Equity Commitment Letter. Xxxxxxx shall not, and shall cause Parent and Purchaser not to, without the prior written consent of the Company, (i) terminate any Debt Commitment Letter, unless such Debt Commitment Letter without is replaced in a manner consistent with the consent following clause (ii), or (ii) permit any amendment, modification or supplement to, or any waiver of the Company any provision or remedy under, or replace, any Debt Commitment Letter if such amendment, modification, supplement, waiver or replacement or waiver (i) reduces (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iiiA) would modify the confidentiality provisions of the (1) add any new condition to any Debt Commitment Letter or modify any existing condition in any respect a manner materially adverse to Xxxxxxx, Parent or (iv) Purchaser or that would be reasonably be expected to (A) materially delayadversely affect the ability of Xxxxxxx, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions Parent and Purchaser to the Debt Financing) or the consummation of the Offer, consummate the Merger and the other Transactions transactions contemplated by this Agreement or the likelihood of their doing so, or (B2) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not be reasonably be expected to materially delay, prevent, or impede make the timely funding of the Debt Financing (or satisfaction any of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted or satisfaction of the conditions to be amended or modified funding of any such financing less likely to occur in any material respect, (B) reduces the aggregate amount of the financing contemplated by this Section 7.13(a) and references to “Definitive Financing Agreements” or “the Debt Commitment Letter” shall include such documents as amended or modified in accordance Letter to an amount less than that which, when taken together with this Section 7.13(a).the funding contemplated by the Equity Commitment Letter and the

Financing. (a) The Company agrees to provide, and shall cause the Company Subsidiaries and its and their Representatives to provide, all reasonable cooperation in connection with the arrangement of the Financing as may be reasonably requested by Parent and Acquisition Sub shall (provided that such requested co-operation does not permit any amendment, modification, supplement, or replacement to be made to, or any waiver of any provision or remedy under, unreasonably interfere with the Debt Commitment Letter without the consent ongoing operations of the Company if such amendmentand its Subsidiaries), modification, supplement, replacement or waiver including (i) reduces (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financingparticipation in meetings, drafting sessions and due diligence sessions, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any furnishing Parent and its financing sources with financial and other pertinent information regarding the Company as may be reasonably requested by Parent of a type and form customarily included in private placements pursuant to Rule 144A under the conditions to the Debt FinancingSecurities Act, (iii) would modify assisting Parent and its financing sources in the confidentiality provisions preparation of (A) an offering document for any debt raised to complete the Debt Commitment Letter in any respect or Mergers and (B) materials for rating agency presentations, (iv) would reasonably cooperating with the marketing efforts of Parent and its financing sources for any debt raised by Parent to complete the Mergers, (v) forming new direct or indirect Subsidiaries, and (vi) providing and executing documents as may be expected reasonably requested by Parent; provided that without the Company’s consent, in no event, whether in connection with the financings contemplated by the Financing Agreements or otherwise, shall any property-level due diligence involve environmental tests or assessments; provided, further that the foregoing shall not be deemed to (A) materially delayrequire the Company or any Subsidiary of the Company, preventprior to the Effective Time, to consummate any tender offer or consent solicitation with respect to, or impede enter into any supplemental indenture with respect to or otherwise amend the funding terms of any instruments governing, any existing outstanding Indebtedness of the Debt Financing (Company or satisfaction its Subsidiaries. Parent shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the conditions to the Debt Financing) or the consummation of the Offer, the Merger Financing and the any information utilized in connection therewith (other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver than historical information relating to the Company true or the Company Subsidiaries and complete copies of any such amendmentinformation provided by the Company, modification the Company Subsidiaries or replacement. For purposes the Company Representatives) (it being agreed that this sentence shall survive termination of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a).

Financing. (a) Parent and Acquisition Sub shall not permit any amendment, modification, supplementuse its reasonable best efforts to take, or replacement cause to be made totaken, all actions, and to do, or any waiver of any provision cause to be done, all things necessary, proper or remedy under, advisable to consummate the Debt Financing contemplated by the Commitment Letter without (or any Substitute Financing) on or prior to the consent of the Company if such amendmentClosing Date, modification, supplement, replacement or waiver including (i) reduces (or would reasonably be expected to have complying with its obligations under the effect of reducing) the aggregate amount of the Debt FinancingCommitment Letter, (ii) imposes new negotiating and entering into definitive agreements with respect to the Financing on the terms and subject to the conditions contemplated by the Commitment Letter (or additional with other terms and conditions or otherwise expands or adversely amends or modifies agreed by Parent, the Company and the Financing Sources), including, if necessary, any of “market flex” provisions (such definitive agreements, including any such definitive agreements entered into in connection with any Substitute Financing, the “Financing Agreements”), (iii) satisfying (or, if deemed advisable by Parent, pursuing a waiver of) on a timely basis all the conditions to the Debt Financing, (iii) would modify Financing contemplated by the confidentiality provisions of the Debt Commitment Letter and the Financing Agreements, in any respect or each case, within the control of Parent, (iv) complying with any “market flex” contemplated by the Commitment Letter (including the fee letter relating thereto) and the Financing Agreements and (v) if the Financing is necessary to consummate the transactions contemplated hereby and pay the Merger Amounts and the conditions set forth in Section 7.1 and Section 7.2 of this Agreement have been satisfied (other than those conditions that by their nature or terms, are to be satisfied at Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of such conditions) and the conditions set forth in Exhibit B to the Commitment Letter have been satisfied or upon funding would reasonably be expected satisfied, causing the Financing Sources to fund the Financing in accordance with its terms on the Closing Date in the event the conditions set forth in Section 7.1 and Section 7.2 of this Agreement have been satisfied (A) materially delayother than those conditions that by their nature or terms, preventare to be satisfied at Closing, or impede but subject to the funding satisfaction or, to the extent permitted by applicable Law, waiver of the Debt Financing (or satisfaction of such conditions), and the conditions to the Debt Financing) or Financing have been satisfied or, upon funding would be satisfied, in each case to the consummation of extent the Offer, Financing is needed to consummate the transactions contemplated hereby and pay the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a)Amounts.

Financing. (a) Parent and Acquisition Sub Purchaser shall not permit any amendment, modification, supplementuse its reasonable best efforts to take, or replacement cause to be made totaken, all actions and do, or any waiver of any provision or remedy undercause to be done, all things necessary, proper and advisable to arrange and consummate the Debt Commitment Letter without Financing not later than Closing. It is expressly agreed that Purchaser may not raise consummation of Debt Financing as a bar or condition to Close. Purchaser expressly agrees that if Purchaser proceeds with any alternative financing, Purchaser shall be subject to the consent of same obligations with respect to such alternative financing as set forth in this Agreement with respect to the Company if such amendmentDebt Financing. Purchaser shall provide Seller prompt (but in any event, modification, supplement, replacement or waiver within two (2) Business Days) notice (i) reduces upon becoming aware of any material breach, default, repudiation, cancellation or termination (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to have the effect give rise to any material breach, default, repudiation, cancellation or termination) by any party of reducingany agreements or documents (including any definitive agreements) the aggregate amount of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions relating to the Debt Financing; and (ii) if for any reason Purchaser reasonably expects that it will not be able to obtain, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in or there occurs any respect event or (iv) would development that could reasonably be expected to materially and adversely impact the ability of Purchaser to obtain, all or any portion of the Debt Financing on the terms contemplated by the definitive documents related to the Debt Financing. As soon as reasonably practicable, but in any event within two (A2) materially delayBusiness Days after the date Sellers’ Representative delivers Purchaser a written request, preventPurchaser shall provide any information reasonably requested by Sellers’ Representative relating to any circumstance referred to in clause (i) or (ii) of the immediately preceding sentence. In addition, or impede Purchaser shall keep Sellers’ Representative informed on a reasonably current basis and in reasonable detail of the funding status of its efforts to finalize the Debt Financing (or satisfaction of alternative financing) and to satisfy the conditions thereof and provide to the Debt Financing) or the consummation Sellers’ Representative copies of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub all executed material definitive documents related to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(aalternative financing).

Financing. (a) The Company shall use reasonable best efforts to deliver the Required Financial Information when due. The Company shall also use reasonable best efforts to, and to cause its Representatives to, provide customary cooperation to Parent and Acquisition Sub shall not permit as may be reasonably requested in connection with any amendment, modification, supplement, or replacement financing proposed to be made entered into by Parent in connection with the Transactions (the “Financing”), including by using reasonable best efforts to, or any waiver of any provision or remedy under, the Debt Commitment Letter without the consent of the Company if such amendment, modification, supplement, replacement or waiver : (i) reduces (or would provide to New Parent from time to time information regarding the Company reasonably be expected available to have Seller, and assist with the effect preparation of reducing) pro forma financial information and projections and appropriate and customary materials for rating agency presentations, lender and investor presentations, bank information memoranda and other similar documents, and other customary marketing documents in connection with the aggregate amount of the Debt Financing, ; (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions furnish at least three Business Days prior to the Debt FinancingClosing Date all documentation and other information reasonably requested by New Parent at least 10 Business Days prior to the Closing Date to comply with applicable “know your customer” and anti-money laundering Laws, including the USA Patriot Act of 2001 and the requirements of 31 C.F.R. § 1010.230; (iii) would modify take reasonable corporate or organizational actions, subject to and only effective upon the confidentiality provisions occurrence of the Debt Commitment Letter in any respect or (iv) would Closing, reasonably be expected necessary to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or permit the consummation of the OfferFinancing; (iv) assist in the execution and delivery of, the Merger and the preparation of one or more credit agreements (or joinders thereto), pledge and security documents, solvency certificates and other Transactions or definitive financing documents (Bincluding disclosure schedules thereto) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would agreements and documents do not become effective prior to the Closing; (v) reasonably be expected to materially delay, prevent, or impede facilitate the funding granting of a security interest (and perfection thereof) in collateral of the Debt Company securing the Financing (it being understood that no such grant of a security interest in collateral will be effective until or satisfaction after the Closing); and (vi) cause the Company’s auditors to deliver a customary comfort letter, if requested by Parent; provided, however, that nothing in this Agreement shall require such cooperation to the extent it would, in the Company’s reasonable judgment, interfere unreasonably with the business or operations of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a)Company.

Financing. (a) Each of Parent and Acquisition Sub shall, and shall not permit any amendmentcause its Subsidiaries, modificationand shall use reasonable best efforts to cause each of their Representatives and Affiliates to, supplementuse reasonable best efforts to take, or replacement cause to be made totaken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate the Financing, on the terms and subject only to the conditions set forth in the Financing Commitments or any waiver of Alternative Financing (as defined below) (including any provision or remedy under, “flex” provisions applicable to the Debt Commitment Letter without the consent of the Company if such amendmentFinancing), modification, supplement, replacement or waiver including using (and causing its Affiliates to use) their respective reasonable best efforts to: (i) reduces comply with and maintain in full force and effect the Financing Commitments in accordance with the terms and subject to the conditions thereof, (ii) negotiate, enter into and deliver (and, as applicable, cause its Affiliates to negotiate, enter into and deliver) definitive agreements with respect to the Financing (such agreements, the “Definitive Financing Agreements”) on the terms and conditions set forth in the Financing Commitments (including any “flex” provisions applicable to the Debt Financing) or would reasonably be expected on other terms that are no less favorable to have Parent (unless, other than with respect to conditionality, availability and amount (solely to the extent that, after giving effect of reducing) to any reduction in the aggregate amount of the Debt Financing or the net cash proceeds available from the Debt Financing (including, in each case, by changing the amount of fees or other amounts to be paid (including original issue discount), Parent would not have sufficient cash proceeds to fulfill its Funding Obligations on the Closing Date) of the Debt Financing, such terms are acceptable to Parent in its sole discretion), which Definitive Financing Agreements shall be in effect by no later than the Closing, (iiiii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any satisfy, on a timely basis (taking into account the anticipated timing of the Marketing Period), all conditions and covenants to the Debt Financing and the Definitive Financing Agreements related thereto to the extent within Parent’s, Acquisition Sub’s or their respective Affiliates’ control and assist in the satisfaction of all other conditions to the Debt FinancingFinancing and the Definitive Financing Agreements, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would cause the Debt Financing Sources to fund the Debt Financing at or prior to the Closing, including by enforcing such person’s funding obligations by seeking specific performance (and the rights of Parent, Acquisition Sub and their Affiliates) under the Debt Financing in the event of a breach by any Debt Financing Source that impedes or delays (or could reasonably be expected or delay) the Closing and (v) to (A) materially delay, prevent, or impede the funding of extent exercisable by the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights Sources under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver , accept to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing fullest extent set forth therein all flex provisions contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a).

Financing. Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to provide to Isla such cooperation reasonably requested by Isla, and which is customarily provided by similarly situated Persons engaging in similar transactions, in connection with the Company, its Subsidiaries or its assets and any proposed financing, including any expansion of the Isla Debt Agreements, to reflect the consolidation of the assets of Isla and the Company, including: (a) Parent using commercially reasonable efforts to cooperate with marketing efforts and Acquisition Sub shall not permit assist with the preparation of materials for rating agency presentations and bank books, offering memoranda or other marketing documents, customarily reviewed or reasonably requested by such rating agencies and banks; (b) upon reasonable prior written notice, participating at reasonable times (and during regular business hours) in a reasonable number of meetings, presentations and rating agency and due diligence sessions; and (c) reasonably assisting with the preparation of any amendmentcredit agreement, modificationreasonable pledge and security documents, supplementcurrency or interest hedging arrangements, other definitive financing documents, or replacement to be made to, other certificates or any waiver of any provision or remedy under, the Debt Commitment Letter without the consent of documents; provided that (A) nothing in this Section 6.20 shall require the Company if such amendment, modification, supplement, replacement or waiver to (iI) reduces (or take any action that would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financing, (ii) imposes new conflict with or additional conditions or otherwise expands or adversely amends or modifies violate any of the conditions Company’s Organizational Documents or any Law or (II) pay any fees, reimburse any expenses or give any indemnities prior to the Debt FinancingClosing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties nothing in this Section 6.20 shall require such cooperation to the Debt Commitment Letter extent it would unreasonably interfere with the ongoing business or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding operations of the Debt Financing Company, (or satisfaction C) no obligation of the conditions to the Debt Financing) Company or the consummation any Subsidiary of the Offer, Company under any document or agreement executed by the Merger Company or any Subsidiary of the Company in connection with this Section 6.20 shall be effective until the Closing and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub (D) Isla shall promptly deliver to upon receipt of a reasonably detailed invoice therefor, reimburse the Company true for any reasonable and complete copies documented out-of-pocket expenses and costs incurred in connection with the obligations of any such amendmentthe Company and its Subsidiaries under this Section 6.20; provided, modification or replacement. For purposes of further, that, except as expressly set forth in this Agreement, references nothing in this Agreement shall require the Company or its Subsidiaries to “Debt Financing” shall include cause the financing contemplated delivery of (x) legal opinions or reliance letters, (y) any financial information in a form not customarily prepared by the Debt Commitment Letter as permitted Company with respect to be amended such period or modified by this Section 7.13(a(z) and references any financial information with respect to “Definitive Financing Agreements” a fiscal period that has not yet ended or “Debt Commitment Letter” shall include has ended less than forty-five (45) days prior to the date of such documents as amended or modified request (or, in accordance with this Section 7.13(athe case of annual financial statements, ninety (90) days prior to such request).

Financing. (a) From and after the date hereof, in a timely manner so as not to delay the Closing, Parent shall, and Acquisition Sub shall not permit any amendmentcause its Affiliates to, modification, supplementtake, or replacement cause to be made totaken, all actions, and to do, or any waiver of any provision cause to be done all things necessary, proper or remedy underadvisable to consummate, no later than the date the Closing is required to occur pursuant to Section 1.2 hereof, the Debt Financing contemplated by the Commitment Letter (or any Substitute Financing or other debt or equity financing), including without the consent of the Company if such amendmentlimitation, modification, supplement, replacement or waiver (i) reduces complying with and maintaining in effect the Commitment Letter, (ii) negotiating and entering into definitive agreements with respect to the debt financing contemplated by the Commitment Letter including the terms and conditions contained in the Commitment Letter so that such agreements are in effect no later than the Closing, (iii) satisfying on a timely basis all the conditions to the financing contemplated by the Commitment Letter and the definitive agreements and (iv) accepting to the fullest extent all “market flex” contemplated by the Commitment Letter (including the fee letter relating thereto and the definitive agreements). Parent shall, after obtaining knowledge thereof, give the Company prompt written notice of any (i) material breach or default (or would any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to have give rise to any material breach or default) by any party to the effect of reducing) Commitment Letter or any definitive document related to the aggregate amount of the Debt Financing, (ii) imposes new actual or additional conditions threatened withdrawal, repudiation or otherwise expands or adversely amends or modifies any termination of the conditions to Financing by the Debt FinancingFinancing Sources, (iii) would modify the confidentiality provisions material written dispute or disagreement between or among Parent and any of the Debt other parties to the Commitment Letter in or any respect or definitive document related to the Financing, (iv) would amendment or modification of, or waiver under, the Commitment Letter or any related fee letters or (v) if for any reason Parent or Merger Sub believes in good faith 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 sources contemplated by the Commitment Letter or the definitive documents related to the Financing. Parent shall keep the Company informed on a reasonably be expected current basis of the status of its efforts to arrange the Financing contemplated by the Commitment Letter, including providing copies of all definitive agreements. 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 or the Financing arrangements, and/or substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative financing sources, provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter or other Financing arrangements that amends the Financing and/or substitutes all or any portion of the Financing shall not (A) (x) include any conditions precedent that are in addition to or in the aggregate more onerous than or (y) expand upon or amend or otherwise modify in any way that is adverse to the Company or Parent the conditions precedent to the Financing as set forth in the Commitment Letter, (B) prevent or materially delay, prevent, impede or impede materially delay the funding availability of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or and/or the consummation of the OfferMerger and the transactions contemplated by this Agreement or (C) except in connection with any substitution or replacement of all or any portion of the Financing in accordance with this Section 6.14, release, repudiate, withdraw, consent to or otherwise result in the termination of the obligations of the Financing Sources under the Financing. In the event that new commitment letters are entered into in accordance with any amendment, replacement, supplement or other modification of the Commitment Letter permitted pursuant to this Section 6.14(a), such new commitment letters shall be deemed to be a part of the “Financing” and deemed to be the “Commitment Letter” for all purposes of this Agreement. Parent shall be permitted to reduce the amount of Financing in its reasonable discretion, provided that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with the financial resources of Parent and Merger Sub, including cash on hand and marketable securities of Parent, the Company and their respective Subsidiaries that are committed to fund the Merger Consideration, to consummate the Merger and the transactions contemplated by this Agreement, and provided, further, that such reduction shall not (A) expand upon or amend in any way that is adverse to the Company the conditions precedent to the Financing as set forth in the Commitment Letter or (B) prevent or materially impede or materially delay the availability of the Financing and/or the consummation of the Merger and the transactions contemplated by this Agreement. 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 will be unavailable to Parent on the terms and conditions set forth therein, Parent shall, and shall cause its Affiliates, as promptly as practicable following the occurrence of such 52 event to (i) notify the Company in writing thereof, (ii) obtain substitute financing (on terms and conditions that are not materially less favorable to Parent and Merger Sub, taken as a whole, than the terms and conditions as set forth in the Commitment Letter, taking into account any “market flex” provisions thereof) sufficient to enable Parent to consummate the Merger and the other Transactions or transactions contemplated hereby in accordance with its terms (Bthe “Substitute Financing”) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive and (iii) obtain a new financing commitment letter that provides for such Substitute Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lendersand, arrangers or similar entities so long as such action would not reasonably be expected to materially delaypromptly after execution thereof, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true true, complete and complete correct copies of the new commitment letter and fee letter (in redacted form removing only the fee information) and related definitive financing documents with respect to such Substitute Financing. Upon obtaining any commitment for any such amendmentSubstitute Financing, modification or replacement. For such financing shall be deemed to be a part of the “Financing” and any commitment letter for such Substitute Financing shall be deemed the “Commitment Letter” for all purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a).

Financing. (a) Parent shall use its commercially reasonable efforts to take, or cause to be taken, all actions and Acquisition Sub do, or cause to be done, all things necessary, proper or advisable to arrange financing on terms and conditions no less favorable to Parent than those described or otherwise contemplated in the Debt Commitment Letter (the “Debt Financing”), including using its commercially reasonable efforts to (i) negotiate definitive agreements with respect thereto on terms and conditions set forth therein and (ii) satisfy all conditions applicable to Parent in such definitive agreements that are reasonably within its control. Parent shall not permit any amendment, modification, supplement, amendment or replacement modification to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter without the Company’s prior written consent of the Company if such amendment, modification, supplement, replacement modification or waiver (i) reduces (or would reasonably be expected to have the effect of reducing(i) reduce the aggregate amount of the Debt FinancingFinancing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Debt Commitment Letter on the date hereof) to a level that would be insufficient to enable Parent to complete the Merger and to satisfy the obligations of Parent under this Agreement, including refinancing the outstanding debt of the Company required in connection with the Merger or as otherwise contemplated by this Agreement and the paying fees and expenses in connection therewith, (ii) imposes impose any new or additional material conditions or otherwise expands or adversely amends or modifies any of the conditions precedent to the Debt Financing, (iii) would adversely impact the conditionality, enforceability or availability of the Debt Financing in any material way or (iv) prevent, impair or delay the consummation of the Debt Financing; provided, however, that Parent may amend or restate the Debt Commitment Letter or any other documentation in respect of the Debt Financing to (1) add lenders, lead arrangers, bookrunners, syndication agents or similar entities as parties thereto who had not executed the Debt Commitment Letter as of the date hereof, (2) implement or exercise any “market flex” provisions contained in the Debt Commitment Letter as of the date hereof and (3) otherwise amend, modify the confidentiality provisions of or restate the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would manner not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter)inconsistent with this sentence. Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacementwaiver. For purposes Parent shall provide the Company with prompt written notice (and, in any event, within two business days) of (i) any termination, repudiation, cancellation or expiration of the Debt Commitment Letter or any definitive agreement related to the Debt Financing, (ii) any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or default) under the Debt Commitment Letter or any definitive document related to the Debt Financing by any party to the Debt Commitment Letter or such definitive document related to the Debt Financing, (iii) the receipt of any written notice or other written communication from a financing source for the Debt Financing with respect to any actual, threatened or potential material breach, default, termination or repudiation by any party to the Debt Commitment Letter or any definitive document related to the Debt Financing of any provisions of the Debt Commitment Letter or any definitive document related to the Debt Financing; and (iv) of the occurrence of an event or development that would reasonably be expected to adversely impact the ability of Parent to obtain all or any portion of the Debt Financing contemplated by the Debt Commitment Letter on the terms, in the manner or from the sources contemplated by the Debt Commitment Letter or the definitive documents related to the Debt Financing, except with respect to any portion of the Debt Financing that would not cause the Debt Financing to be insufficient to enable Parent to complete the Merger and to satisfy the obligations of Parent under this Agreement, references including refinancing the outstanding debt of the Company required in connection with the Merger or as otherwise contemplated by this Agreement and paying the fees and expenses in connection therewith. Parent shall use its commercially reasonable efforts to (i) maintain in full force and effect the Debt Commitment Letter until the funding of the Debt Financing at or prior to Closing and negotiate and enter into definitive agreements with respect to the Debt Commitment Letter on the terms and conditions contained in the Debt Commitment Letter (which may reflect “market flex” provisions), (ii) satisfy on a timely basis all conditions applicable to it in such definitive agreements that are within its control (or, if deemed advisable by Parent, seek the waiver of such conditions), (iii) upon satisfaction or waiver of such conditions, consummate the Debt Financing and cause the lenders and other Persons committing to fund the Debt Financing to fund such Debt Financing no later than the Closing, (iv) enforce its rights under the Debt Commitment Letter (including by instituting appropriate litigation in respect thereof) and (v) otherwise comply with its obligations under the Debt Commitment Letter. Parent shall not release or consent to the termination of obligations of the financing sources party to the Debt Commitment Letter to the extent that such release or termination would reduce the Debt Financing to a level that would be insufficient to enable Parent to complete the Merger and to satisfy the obligations of Parent under this Agreement, including refinancing the outstanding debt of the Company required in connection with the Merger or as otherwise contemplated by this Agreement and paying the fees and expenses in connection therewith except to the extent contemplated thereby. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, (i) Parent shall promptly notify the Company and (ii) Parent shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange to obtain any such portion from the same or alternative sources in an amount sufficient to enable Parent to refinance any outstanding Indebtedness of the Company as contemplated by this Agreement and the Debt Commitment Letter and any fees and expenses in connection thereof on terms and conditions no less favorable to Parent (as determined in the reasonable judgment of Parent) as promptly as reasonably practicable following the occurrence of such event (the “Alternative Debt Financing”); provided that such Alternative Debt Financing shall not (i) include any conditions to funding of the Debt Financing that are not contained in the Debt Commitment Letter or (ii) reasonably be expected to prevent, impair or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement. Parent shall promptly provide a true, correct and complete copy of each alternative financing commitment in respect of such Alternative Debt Financing (“New Debt Commitment Letter”) to the Company. In the event any New Debt Commitment Letter is obtained, (i) any reference in this Agreement to the “Debt Financing” shall include the debt financing contemplated by the Debt Commitment Letter as permitted such term is modified pursuant to be amended or modified by the immediately succeeding clause (ii), (ii) any reference in this Section 7.13(a) and references Agreement to “Definitive Financing Agreements” or the “Debt Commitment Letter” shall be deemed to include such 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 (iii) any reference in this Agreement to any “fee letter” shall be deemed to include the fee letters relating to the Debt Commitment Letter to the extent not superseded by a or New Debt Commitment Letter at the time in question and any New Debt Commitment Letters to the extent then in effect. The parties agree that Parent’s execution of any amendment to or amendment and restatement of the Debt Commitment Letter or a New Debt Commitment Letter shall not materially expand the scope of the assistance required under Section 6.12(b) as compared to the assistance that would be required in connection with the Debt Commitment Letter in effect on the date of this Agreement and the related Debt Financing. Upon request of the Company, Parent shall keep the Company reasonably informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing or any Alternative Debt Financing, and provide to the Company copies of the material definitive documents as amended (redacted to the extent necessary) for the Debt Financing or modified in accordance with this Section 7.13(a)any Alternative Debt Financing.

Financing. Supplier agrees to provide financing to those Customers listed in Exhibit E, Appendix 1, together with the amounts of their individual facilities for up to [Confidential Portion Omitted] in aggregate Purchases under this Agreement pursuant to Lease Purchase Agreements substantially in the form of Exhibit E, Appendix 2 in the case of all Customers under common control with TeleWest; substantially in the form of Exhibit E, Appendix 3 in the case of Birmingham Cable Limited and Cable London plc; and substantially in the form of Exhibit E, Appendix 4 in the case of Windsor Television Limited. Supplier also agrees to provide financing: 1) to United Artists (aScotland) Parent Venture and Acquisition Sub United Artists (Cotswolds) Limited, to a combined facility of up to [Confidential Portion Omitted] in aggregrate Purchases under this Agreement pursuant to Lease Purchase Agreements substantially in the form of Exhibit E, Appendix 5; 2) to Telecential, substantially in the form of Exhibit E, Appendix 6; AND 3) XXXXX CABLE GROUP LIMITED SUBSTANTIALLY IN THE FORM OF EXHIBIT E APPENDIX 7. The relevant financing agreement shall not permit be entered into by Supplier and Customer that elects to finance any amendmentPurchases prior to such Customer placing its initial Order hereunder. In the event that a Customer elects to finance Purchases in accordance with such Lease Purchase Agreement, modificationSupplier shall issue invoices for such Purchases in accordance with Clause 2.7, supplementexcept that such invoices shall be for the full amount due, or replacement and such invoices shall be deemed to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter without the consent paid upon inclusion of the Company if such amendment, modification, supplement, replacement or waiver (i) reduces (or would reasonably amounts covered thereby in an Equipment Schedule under a Lease Purchase Agreement. The financing of Purchases pursuant to a Lease Purchase Agreement shall be expected to have the effect of reducing) the aggregate amount of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions without prejudice to the Debt Financingrights of Customer under this Agreement with respect to such Purchases, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably including without limitation Customer's right not to accept non-conforming Purchases. CLAUSE 2.48, PAGE 19 is hereby amended as follows: Xxxxx are hereby added as a party to be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights notified with all correspondence required under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter now stated as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a).follows:

Financing. This Agreement contains the general terms that apply to financing that shall be provided (subject to the terms and conditions of this Agreement) at the request of Borrowers from time to time by Lender to Borrowers. The total amount of the financing to be provided by Lender to Borrowers is contemplated to be not be less than $35,000,000.00, but shall not exceed $40,000,000.00 (the “Maximum Financing Amount”). The first financing shall be in amount of up to $22,000,000.00 (the “First Financing”), which amount shall be used by Borrowers to acquire certain capital equipment, including pump-down pumps, wireline trucks and associated equipment, service rig ancillary equipment, natural gas mechanical refrigeration units and coolers or similar personal property. Subsequent financings (with all financings made under this Agreement being referred to collectively as the “Financings”) shall be made as agreed by Borrowers and Lender on substantially the same terms and conditions (and, in any event, the same interest rate and amortization schedule) as the First Financing, but in all cases subject to the terms and conditions of this Agreement. In addition, but always subject to the Maximum Financing Amount, in the event that (a) Parent an event of default occurs under the Purchase and Acquisition Sub shall not permit Security Agreements (as defined herein) and NOV (as defined herein) accelerates the obligations secured by the Second Lien Collateral (as defined herein) or (b) NOV proposes to amend or modify the Purchase and Security Agreements in any amendmentmanner that would be materially adverse to Lender (excluding, modificationfor the avoidance of doubt, supplement, any amendment to update the schedule of rigs or replacement equipment attached thereto upon delivery of additional rigs or equipment contemplated as of the date of this Agreement to be made todelivered after the date of this Agreement), or any waiver of any provision or remedy underthen at Lender’s sole option, Lender may make a subsequent Financing hereunder within ten (10) business days after such occurrence, with such amount to be paid directly to NOV to pay in full all obligations owing by Borrowers to NOV under the Debt Commitment Letter without Purchase and Security Agreements that are secured by the consent of the Company if such amendmentSecond Lien Collateral, modification, supplement, replacement or waiver (i) reduces (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions subject to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Maximum Financing (or satisfaction of the conditions Amount. Additional terms that apply to the Debt Financing) or the consummation of the Offer, the Merger Financings and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements Collateral (as defined below) shall be contained on a Collateral Schedule (as defined below) and a Note (as defined below), provided that Parent the economic terms (including the interest rate and Acquisition Sub may amend or replace amortization schedule) shall be substantially the Debt Commitment Letter same as the terms applicable to add or replace lenders, arrangers or similar entities so long the First Financing. Each Collateral Schedule and the terms of this Agreement incorporated therein by reference are collectively referred to as such action would not reasonably be expected to materially delay, prevent, or impede the funding a “CSMA”. Each CSMA and each Note entered into in connection with that CSMA (as any of the Debt Financing same may be amended, supplemented or otherwise modified from time to time) are together referred to as a “Loan” and collectively as the “Loans”). Each Loan is a separate and independent transaction and contractual obligation between Borrowers and Lender. Capitalized terms used but not defined in this Agreement shall have the meanings assigned to such terms as set forth in the applicable Collateral Schedule or (as the case may be) Note. In the event of a conflict between the terms of this Agreement and the Collateral Schedule or satisfaction Note, the terms of the conditions Collateral Schedule and Note shall govern with respect to the Debt Financing) or the consummation of the Offersuch conflict. Subject to earlier termination set forth in Section 11(b), the Merger and the other Transactionsno Loan shall be made after March 31, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a)2019.

Financing. (a) Parent and Acquisition Sub shall not permit any amendment, modification, supplement, or replacement Prior to be made to, or any waiver of any provision or remedy underthe Effective Time, the Debt Commitment Letter without Company shall provide, and shall cause its Subsidiaries to provide, and shall use its reasonable best efforts to cause their respective Representatives, including legal and accounting, to provide all cooperation reasonably requested by Parent in connection with the consent of the Company if such amendment, modification, supplement, replacement or waiver (i) reduces (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding arrangement of the Debt Financing (or satisfaction provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the conditions Company and its Subsidiaries), including (i) participating in a reasonable number of meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) using reasonable best efforts to facilitate the pledging of collateral and (iii) furnishing Parent and its Financing sources as promptly as reasonably practicable with such financial and other pertinent information regarding the Company as may be reasonably requested by Parent. The foregoing notwithstanding, (x) no Pre-Closing Director shall be required to take any action with respect to the Debt Financingforegoing and neither the Company nor any of its Subsidiaries shall be obligated to take any action that requires action or approval by the Pre-Closing Directors, (y) or the consummation no obligation of the Offer, the Merger and the other Transactions Company or (B) adversely impact the ability any of Parent its Subsidiaries or Acquisition Sub to enforce its rights against the other parties Representatives undertaken pursuant to the Debt Commitment Letter foregoing shall be effective until the Effective Time, and (z) none of the Company or the Definitive Financing Agreements (as defined below) (provided any of its Subsidiaries or Representatives shall be required to pay any commitment or other similar fee or incur any other cost or expense that is not simultaneously reimbursed by Parent and Acquisition Sub may amend or replace in connection with the Debt Commitment Letter Financing prior to add the Effective Time. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company or replace lendersits Subsidiaries in connection with such cooperation and shall indemnify and hold harmless the Company, arrangers its Subsidiaries and their respective Representatives for and against any and all losses suffered or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede incurred by them in connection with the funding arrangement of the Debt Financing and any information utilized in connection therewith (other than information provided by the Company or satisfaction its Subsidiaries). Any other provision hereof notwithstanding, neither the Company nor any of its Subsidiaries, Affiliates or Representatives shall be required to incur any cost, fee, expense or liability in excess of $250,000 in the conditions aggregate for all such Persons for all such costs, fees, expenses or liabilities incurred in connection with this Section 7.10. All non-public or otherwise confidential information regarding the Company obtained by Parent, Merger Sub or their Representatives pursuant to this Section 7.10(a) shall be kept confidential in accordance with the Confidentiality Agreement. The Company hereby consents to the use of its and its Subsidiaries logos in connection with the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a).

Financing. (a) Parent and Acquisition Sub shall not permit any amendment, modification, supplement, or replacement use its reasonable best efforts to cause to be made taken all actions necessary to obtain the Debt Financing on the terms and subject to the conditions described in the Debt Commitment Letter, including using its reasonable best efforts to, or any waiver of any provision or remedy under, : (i) maintain in effect the Debt Commitment Letter without the consent of the Company if such amendment, modification, supplement, replacement or waiver (i) reduces (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions and negotiate and enter into definitive agreements with respect to the Debt Financing, Financing (iiiA) would modify on the confidentiality provisions of terms and subject to the conditions reflected in the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) on other terms that are acceptable to Parent and would not materially and adversely impact the ability of Parent to consummate the transactions contemplated by this Agreement on a timely basis; (ii) comply on a timely basis with all covenants, and satisfy on a timely basis all conditions, required to be complied with or Acquisition Sub to enforce its rights against the other parties to satisfied by Parent in the Debt Commitment Letter and in such definitive agreements; (iii) cause the Debt Financing to be consummated at such time or the Definitive Financing Agreements from time to time as is necessary for Parent to satisfy its obligations under this Agreement; (as defined belowiv) (provided pay any and all commitment or other fees in a timely manner that become payable by Parent and Acquisition or Merger Sub may amend or replace under the Debt Commitment Letter following the date of this Agreement, to add or replace lenders, arrangers or similar entities so long as the extent that the failure to pay such action fees would not be reasonably be expected to materially delay, prevent, or impede adversely impact the funding availability of the Debt Financing financing thereunder; (or satisfaction of v) obtain rating agency approvals to the conditions extent required to obtain the Debt Financing; and (vi) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability seek to enforce its rights under the Debt Commitment Letter); provided, however, that, notwithstanding anything to the contrary contained in this Agreement: (1) Parent shall have the right to substitute other debt or equity financing for all or any portion of the Debt Financing from the same and/or alternative financing sources so long as such substitute financing is subject to funding conditions that are not materially less favorable to Parent than the funding conditions set forth in the Debt Commitment Letter and so long as such substitute financing would not materially and adversely impact the ability of Parent to consummate the transactions contemplated by this Agreement on a timely basis; and (2) Parent shall not be required to, and Parent shall not be required to cause any other Person to, commence, participate in, pursue or defend any Legal Proceeding against or involving any of the Persons that have committed to provide any portion of, or otherwise with respect to, the Debt Financing. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter for any reason or the Debt Commitment Letter shall be terminated or modified in a manner materially adverse to Parent for any reason, Parent shall use its reasonable best efforts to obtain, as promptly as practicable, from the same and/or alternative financing sources alternative financing on terms not materially less favorable to Parent than the terms of the Debt Financing in an amount equal to the lesser of (i) an amount sufficient to consummate the Merger and the other transactions contemplated by this Agreement (after taking into consideration the funds otherwise available to Parent and Acquisition Sub shall promptly deliver to the Company true Acquired Corporations), and complete copies (ii) the amount of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing that was contemplated by the Debt Commitment Financing Letter as permitted to be amended on the date of this Agreement. In the event any alternative or modified substitute financing is obtained by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified Parent in accordance with the terms of this Section 7.13(a5.12(a) (the “Alternative Financing”), references in this Agreement to the Debt Financing (including, for avoidance of doubt, the references in this Section 5.12 and Exhibit A, but excluding references in Section 3.6) shall be deemed to refer to the Alternative Financing, and if a new financing commitment letter is entered into in connection with such Alternative Financing (the “New Commitment Letter”), references in this Agreement to the Debt Commitment Letter (including, for avoidance of doubt, the references in this Section 5.12, but excluding the references in Section 3.6 and in clause “(ii)” of the preceding sentence) shall be deemed to refer to the New Commitment Letter. Parent will provide the Company with a copy of any New Commitment Letter obtained by Parent in connection with an Alternative Financing as promptly as practicable following the execution thereof.

Financing. If Parent elects to file a registration statement (aor foreign analogue) Parent in connection with a financing transaction and Acquisition Sub shall not permit any amendment, modification, supplement, or replacement to be made to, or any waiver in accordance with Section 5.2(b) and the other provisions of any provision or remedy underthis Agreement, the Debt Commitment Letter without the consent of the Company if such amendmentwill use its commercially reasonable efforts, modificationat Parent’s request and at Parent’s sole expense, supplement, replacement or waiver (i) reduces (or would reasonably be expected to have permit the effect of reducing) the aggregate amount use of the Debt FinancingCompany’s financial statements in such registration statement and / or financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any to assist Parent with the preparation of the conditions to the Debt Financingpro forma financial statements by Parent, (iii) would modify to cause its current or former independent accountants (A) provide any necessary written consents to use their audit reports relating to the confidentiality provisions of the Debt Commitment Letter Company and to be named as an “Expert” in any respect or document related to any registration statement, and (B) provide any customary “comfort letters” (including customary negative assurance comfort) and (iv) would provide such other information (financial or otherwise) that is reasonably requested by Parent in connection with any of (i) through (iii), provided that neither the Company nor any of its subsidiaries nor their respective directors, officers, employees or representatives shall be expected required to (A) materially delaypay any reasonable fees, preventincur or reimburse any cost or expense, or impede make any payment or otherwise incur any liability relating to any such registration statement and / or financing to the funding extent Parent does not have any reimbursement or indemnity obligation to the Company or its subsidiaries pursuant to this Section 6.18. Parent shall promptly, upon the written request of the Debt Financing Company (i) reimburse the Company for all reasonable out-of-pocket costs (including all reasonable fees and expenses of accountants, attorneys and other advisors) incurred by the Company or satisfaction any of its subsidiaries in connection with providing assistance pursuant to this Section 6.18 and (ii) indemnify the conditions to Company and its subsidiaries and their respective directors, officers, employees or representatives for any damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with taking actions requested by the Debt Financing) or the consummation of the OfferParent, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, preventpursuant to, or impede otherwise in connection with this Section 6.18. For the funding avoidance of doubt, Parent acknowledges that the Debt Financing (or satisfaction receipt of the conditions financing pursuant to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact this Section 6.18 is not a condition to Parent’s or Acquisition Sub’s ability obligation to enforce its rights under consummate the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a)Merger.

Financing. (a) Parent Prior to the execution of this Agreement, Buyer has delivered to Seller complete and Acquisition Sub shall not permit any amendment, modification, supplement, or replacement to be made to, or any waiver correct copies of any provision or remedy under, the Debt Commitment Letter without the consent of the Company if such amendment, modification, supplement, replacement or waiver executed commitment letters from (i) reduces Deutsche Bank AG New York Branch and Deutsche Bank Securities Inc. and (ii) Barclays Bank PLC (including all schedules, annexes, exhibits or other attachments to such commitment letters other than those documents solely relating to fee arrangements in connection with such letters (collectively, the “Commitment Letters”)). The documents relating to such fee arrangements do not contain any conditions precedent relating to the provision of the financing referred to in the Commitment Letters except for the payment of the fees provided therein. Pursuant to the Commitment Letters, such lenders and their affiliates have committed to provide and arrange the financing described therein subject to the terms and conditions set forth therein, the proceeds of which may be used to consummate the transactions contemplated by this Agreement (such financing collectively referred to as the “Financing”). The Commitment Letters are in effect as of the Execution Date and Buyer has not agreed to any material amendment or modification to any of the Commitment Letters that would adversely affect the ability of Buyer or its Affiliates to obtain financing as contemplated thereby. As of the date of this Agreement, (i) Buyer has not received from or provided to any counterparty to the Commitment Letters written notification that the Commitment Letters are not in full force and effect or have been withdrawn or terminated or otherwise amended or modified in any respect, that Buyer has failed to perform, and such failure is continuing, its Obligations thereunder to date, or that any counterparty thereto has not performed its Obligations thereunder to date, (ii) to Buyer’s Knowledge, no event has occurred and no circumstance or condition exists, that (with or without notice or lapse of time) has resulted in or would reasonably be expected to have result in a breach or violation of, or a default under, the effect of reducing) the aggregate amount of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, Commitment Letters and (iii) would modify the confidentiality provisions of the Debt each Commitment Letter in any respect or (iv) would reasonably be expected is a legal, valid, binding and enforceable agreement of Buyer, and, to (A) materially delayBuyer’s Knowledge, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties thereto and is in full force and effect, except as enforcement may be limited by bankruptcy, insolvency or other similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of equitable remedies, including specific performance, is subject to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding discretion of the Debt court before which any Proceeding therefor may be brought. Buyer and its Affiliates are in a position to satisfy all of their respective conditions to advances under the Commitment Letters to the extent such conditions are within their control. Buyer acknowledges that obtaining the Financing (or satisfaction of y) is not a condition to its Obligation to consummate the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing transactions contemplated by the Debt Commitment Letter as permitted this Agreement and (z) is not to be amended or modified by this treated as a provision of Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a)8.3.

Financing. The Investor has delivered to the Company a true and complete copy of the executed Equity Commitment Letter dated as of the date hereof, which has not been amended or modified in any manner since the Investor provided, on or prior to the date of this Agreement, a fully executed copy of such Equity Commitment Letter as in effect as of the date hereof. As of the date hereof, the Equity Commitment Letter has not been withdrawn, rescinded or repudiated in any respect. As of the date hereof, the Equity Commitment Letter is in full force and effect, is not subject to any contingencies or conditions that are not set forth therein, and represents a valid, binding and enforceable obligation of the Investor and, to the Knowledge of the Investor, the other parties thereto, enforceable in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and general equitable principles (awhether considered in a proceeding in equity or at Law) Parent and Acquisition Sub shall not permit or by the discretion of any amendmentGovernmental Authority before which any Proceeding seeking enforcement may be brought (regardless of whether enforcement is sought in a Proceeding at Law or in equity). There are no other agreements, modification, supplement, side letters or replacement arrangements (other than the Equity Commitment Letter) to be made to, which the Investor is a party or contemplated by the Investor or any waiver of any provision or remedy under, its Affiliates relating to the Debt Equity Commitment Letter without the consent of the Company if such amendment, modification, supplement, replacement or waiver (i) reduces (or that would reasonably be expected to have adversely affect the effect of reducing) the aggregate amount availability of the Debt FinancingSubscription at the time of the Closing. As of the date hereof, (ii) imposes new no event has occurred insofar as it relates to the Investor or additional conditions its Affiliates that, with or otherwise expands without notice, lapse of time or adversely amends or modifies any both, assuming satisfaction of the conditions precedent set forth in Article V, is reasonably expected to constitute a default or breach under any term or condition of the Equity Commitment Letter. As of the date hereof, assuming the satisfaction of the conditions contained in this Agreement, the Investor has no reasonable basis to believe that it will be unable to satisfy on a timely basis any term or condition to be satisfied pursuant to the Debt FinancingEquity Commitment Letter. Except as set forth in the Equity Commitment Letter, (iii) would modify the confidentiality provisions as of the Debt Commitment Letter in date hereof, the Investor has not incurred any respect obligation, commitment, restriction or (iv) would Liability of any kind that might reasonably be expected to (A) materially delay, prevent, impair or impede adversely affect its ability to have the funding aggregate Purchase Price immediately available as of the Debt Financing (or Closing Date. As of the date hereof, assuming the satisfaction of the conditions contained in this Agreement, no Person has any right to impose, and the Investor and, to the Debt Financing) or the consummation Knowledge of the OfferInvestor, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Equity Commitment Letter or do not have any obligation to accept, (x) any condition precedent to such funding other than the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace conditions expressly set forth in the Debt Equity Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing nor (or satisfaction of the conditions y) any reduction to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights aggregate amount available under the Debt Equity Commitment LetterLetter on the Closing Date (nor any term or condition not expressly set forth in the Equity Commitment Letter which would have the effect of reducing the aggregate amount available under the Equity Commitment Letter on the Closing Date). Parent and Acquisition Sub shall promptly deliver to , other than in the Company true and complete copies case of clause (y), any reduction in the commitments taking into account the proceeds received from the issuance of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified securities in accordance with this Section 7.13(a)connection therewith.

Financing. (a) Neither Parent nor Merger Sub shall agree or permit (and Parent and Acquisition Merger Sub shall cause their Affiliates to not permit agree or permit) to any amendment, modificationreplacement, supplementsupplement or other modification of, or replacement to be made to, waive any of its rights or any waiver rights in favor of any provision or remedy the Company under, any Financing Commitment or any definitive agreements related to any Financing Commitment (including the Debt Commitment Letter Fee Letter), in each case, without the prior written consent of the Company, if such amendment, replacement, supplement or other modification or waiver (x) reduces the aggregate amount of the Financing below the amount required to consummate the transactions contemplated hereby on the Closing Date or (y) amends, supplements or otherwise modifies the conditions precedent to the Financing Commitments or adds or imposes new terms or conditions in a manner that would reasonably be expected to (i) materially delay, impede or impair the Closing or prevent the Closing or (ii) adversely impact the ability of Parent, Merger Sub or any of their Affiliates to enforce their rights under the Financing Commitments or the ability of Parent, Merger Sub, Borrower or their Affiliates to perform their obligations hereunder on a timely basis; it being understood and agreed that Parent, Merger Sub or any of their Affiliates may, without the consent of the Company, amend or otherwise modify the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letter on the date of this Agreement so long as such amendment or modification does not have the effects described in clauses (x) or (y) above. Parent and Merger Sub shall promptly deliver to the Company if copies of any such amendment, modificationrestatement, amendment and restatement, replacement, supplement, replacement modification, waiver or waiver consent. Each of Parent and Merger Sub shall, and shall cause any of their Affiliates, as applicable, 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 to consummate and obtain the Financing on the terms and conditions described in the Financing Commitments (as such terms may be modified or adjusted in accordance with the terms of, and within the limits of, the “flex” provisions contained in the Debt Fee Letter, as applicable) including (i) reduces using its reasonable best efforts to (u) enforce its rights under the Financing Commitments; provided, however that nothing contained in this Section 5.6 shall require either Parent or Merger Sub to bring any enforcement action or proceeding against any Debt Financing Source to enforce its respective rights under the Debt Commitment Letter to procure Debt Financing pursuant to the Debt Commitment Letter and Debt Fee Letter, (v) maintain in full force and effect the Financing Commitments in accordance with the terms and subject to the conditions thereof, (w) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein, (x) satisfy on a timely basis all conditions applicable to the Borrower in such definitive agreements that are within its control and (y) cause Borrower to contribute or otherwise transfer the proceeds of the Debt Financing to Parent to permit Parent and Merger Sub to consummate the transactions contemplated by this Agreement; and (ii) at the request of the Company, fully enforcing the Equity Financing Sources’ obligations (and the rights of Parent and the Company) under the Equity Commitment Letter, including by filing one or more lawsuits against the Equity Financing Sources to fully enforce the Equity Financing Sources’ obligations (and the rights of Parent and the Company) thereunder. Upon any amendment, replacement, supplement or modification of the Equity Commitment Letter or Debt Commitment Letter in accordance with this Section 5.6(a), the terms “Equity Commitment Letter” and “Debt Commitment Letter” shall mean the Equity Commitment Letter and Debt Commitment Letter, as applicable, as so amended, replaced, supplemented or modified in accordance with this Section 5.6(a). Parent and Merger Sub shall keep the Company reasonably informed of any material developments concerning the Financing that would reasonably be expected to have the effect of reducingadversely affect (x) the aggregate amount ability of the Debt Financing, (ii) imposes new Parent or additional conditions or otherwise expands or adversely amends or modifies Borrower to satisfy any of the conditions to the Debt Financing, (iii) would modify Financing or the confidentiality provisions of the Debt Commitment Letter in any respect Equity Financing or (ivy) would reasonably be expected to (A) materially delay, prevent, or impede the funding availability of the Debt Financing or the Equity Financing (or satisfaction other than by virtue of the conditions imposition of original issue discount, which may be funded at the election of Borrower as provided in the Debt Fee Letter and/or by an increase in the amount of the Equity Financing); provided, neither Parent, the Borrower nor Merger Sub shall be required to provide information to the Debt Financing) extent that the provision thereof would violate any attorney-client privilege, law, rule or the consummation of the Offer, the Merger and the other Transactions regulation or (B) adversely impact the ability of any confidentiality obligation binding on Parent or Acquisition Merger Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding and/or any of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a)their respective affiliates.

Financing. 36.1 Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the right to obtain financing secured by security interests in Tenant’s furniture, fixtures and equipment constituting Tenant’s Property (hereinafter referred to as “Tenant’s Collateral”) and the provider of such financing shall have the right to file UCC financing statements in connection therewith, provided and on the condition that (a) Parent Landlord shall be under no obligation to preserve or protect Tenant’s Collateral, (b) following an Event of Default by Tenant hereunder the secured party shall be required to reimburse Landlord for Landlord’s actual out-of-pocket costs and Acquisition Sub shall expenses incurred in storing Tenant’s Collateral and repairing any damage to the Premises which occurs during the removal of Tenant’s Collateral provided such damage was not permit any amendment, modification, supplement, or replacement to be made to, the result of Landlord or any waiver of its agents negligence or willful misconduct, and (c) except in connection with a leasehold mortgage, the description of the secured property in the UCC financing statements shall specifically exclude Tenant’s leasehold estate and any so-called betterments and improvements to the Premises (in contradiction to Tenant’s Collateral). Landlord agrees to execute and deliver a so called “recognition agreement“ with the holder of the security interest in Tenant’s Collateral acknowledging the foregoing, provided same is in form and substance reasonably acceptable to Landlord and, if required, the holder of any provision or remedy underSuperior Mortgage. In addition, Landlord agrees to execute and deliver a document reasonably acceptable to Landlord to protect the Debt Commitment Letter without the consent position of the Company if such amendmentholder of the security interest in Tenant’s Collateral, modification, supplement, replacement or waiver sometimes referred to as a so called “landlord’s waiver,” which includes provisions (i) reduces (or would reasonably be expected waiving any rights Landlord may have to have the effect Tenant’s Collateral by reason of reducing) the aggregate amount of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions manner in which Tenant’s Collateral is attached to the Debt Financing) or the consummation of the OfferBuilding, the Merger and the other Transactions or (B) adversely impact any statute or rule of law which would, but for this provision, permit Landlord to distrain or assert a lien or claim any other interest against any such property by reason of any other provisions of this Lease against Tenant’s Collateral for the ability nonpayment of Parent or Acquisition Sub to enforce its rights against any rent coming due under this Lease, and (ii) giving the other parties right to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding holder of the Debt Financing (security interest in Tenant’s Collateral, prior to the expiration of this Lease or satisfaction in the event of the conditions earlier termination of this Lease, prior to the Debt Financing) or the consummation later of the Offerearlier termination of this Lease and fifteen (15) Business Days after Landlord’s notice to the holder of the security interest in Tenant’s Collateral of Landlord’s intent to terminate this Lease as a result of Tenant’s default hereunder, to remove Tenant’s Collateral in the Merger event of a default by Tenant under any agreement between Tenant and the other Transactionsholder of the security interest in Tenant’s Collateral, or adversely impact Parent’s or Acquisition Sub’s ability provided Tenant shall remain liable to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendmentperform, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with the terms and conditions of this Section 7.13(a)Lease, or paying the costs incurred by Landlord in performing, restoration and repairs to any damage to the Premises resulting therefrom.

Financing. (a) Parent Buyer shall use commercially reasonable efforts to (i) maintain in full force and Acquisition Sub effect the Commitment Letter in accordance with the terms thereof, with such Commitment Letter to remain in effect for a 180-day period, subject to renewal; (ii) arrange and obtain the Financing on the terms and conditions described in the Commitment Letter; (iii) negotiate, finalize and enter into definitive agreements with respect thereto on the terms and conditions contained in the Commitment Letter; (iv) satisfy on a timely basis all conditions applicable to Buyer or the Stations or the Assets in the Commitment Letter and such definitive agreements; (v) consummate the Financing no later than the Closing Date; (vi) comply on a timely basis with its obligations under the Commitment Letter and such definitive agreements and (vii) enforce its rights under the Commitment Letter in the event of a breach by the Financing Sources that impedes or delays the Closing; provided, however, notwithstanding anything contained herein to the contrary, Buyer shall not be required (and shall have no obligation) to pursue litigation or other legal remedies against any Financing Source. Buyer shall provide Seller with copies of all documents relating to the Financing and shall give Buyer prompt written notice upon becoming aware of (A) any breach or default (or any event or circumstance which, with or without notice, lapse of time or both, could reasonably be expected to give rise to any breach or default) by any party to the Commitment Letter or any definitive agreements relating to the Financing, (B) any actual or potential failure to carry out any of the terms of the Commitment Letter or any such definitive agreements by any party thereto, (C) any actual or threatened termination or repudiation of the Commitment Letter or any such definitive agreements by any party thereto, (D) any material dispute or disagreement between or among any of the parties to the Commitment Letter or any such definitive agreements or (E) the occurrence of an event or development that Buyer expects to have a Material and adverse impact on the ability of Buyer to obtain the Financing. Buyer shall keep Seller informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Financing contemplated by the Commitment Letter. Without the prior written consent of Seller, Buyer shall not permit any amendment, modification, supplement, amendment or replacement modification to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter without the consent of the Company if such amendment, modification, supplement, replacement or waiver (i) reduces (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or fee letters related thereto, or release or consent to the Definitive termination of the obligations of the sources of the Financing Agreements (as defined below) (under the Commitment Letter; provided that Parent and Acquisition Sub Buyer may replace or amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or lead arrangers, bookrunners, syndication agents, similar entities so long entities, as such action would applicable, which had not reasonably be expected to materially delay, prevent, or impede executed the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted of the date hereof, or otherwise on terms which would not (x) expand the conditions precedent to be amended the Financing as set forth in the Commitment Letter as of the date hereof, (y) delay the Closing or modified by this Section 7.13(a(z) reduce the aggregate amount available under the Commitment Letter below an amount that, when combined with Buyer’s other sources of funds, is sufficient to pay the Purchase Price and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified all related fees and expenses of Buyer in accordance connection with this Section 7.13(aAgreement and the transactions contemplated hereby at the Closing).. 39

Financing. (a) Parent shall use reasonable best efforts to take, or cause to be taken, all actions and Acquisition Sub to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on the terms and conditions described in the Commitment Letter and shall not permit any amendment, modification, supplement, amendment or replacement modification to be made to, any replacement of all or a portion of any facilities (or commitments thereof) described in, or any waiver of any provision or remedy provisions under, the Debt Commitment Letter without the prior written consent of the Company Company, if such amendment, modification, supplement, replacement or waiver (i) reduces (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt FinancingFinancing to an amount below the amount required, to consummate the Transactions and to repay or refinance the debt contemplated to be replaced by the Commitment Letter, including the payment of all fees, premiums and expenses associated therewith, (ii) imposes new or additional conditions or any contingencies or otherwise expands or adversely upon, amends or otherwise modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions receipt of any portion of the Debt Commitment Letter Financing in any respect a manner that would or (iv) would reasonably be expected to (A) materially delay, prevent, or impede make any portion of the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) less likely to be obtained, (iii) prevents, impedes or delays the consummation occurrence of the OfferClosing, the Merger and the other Transactions or (Biv) adversely impact impacts the ability of Parent or Acquisition Sub to enforce its rights against the any other parties party to the Debt Commitment Letter or the Definitive Financing Agreements or (as defined belowv) (provided that adversely impacts the ability of Parent and Acquisition Sub to consummate the transactions contemplated hereby. For the avoidance of doubt, but subject to the foregoing, Parent may amend amend, supplement, modify or replace the Debt Commitment Letter as in effect at the date hereof (x) to add or replace lenders, arrangers lead arrangers, bookrunners, syndication agents or similar entities so long as such action would who had not reasonably be expected to materially delay, prevent, or impede executed the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted of the date of this Agreement or (y) to be amended increase the amount of indebtedness. Parent shall not, and shall not permit any of its Subsidiaries to, (a) issue or modified by this Section 7.13(asell any debt securities, incur debt for borrowed money or issue any equity securities or equity-linked securities, in each case the effect of which is to reduce the commitments under the Bridge Facility (as defined in the Commitment Letter) unless (i) all lenders providing debt commitments and loans thereunder are Investment Grade Lenders (as defined in the Commitment Letter) and references to “Definitive (ii) the proceeds are placed in an escrow account and not released therefrom until either used for Financing Agreements” of the Transactions or “Debt Commitment Letter” shall include such documents as amended or modified the termination of this Agreement in accordance with Article VIII, (b) will not obtain commitments for, or obtain loans under, any term loan facility or term bank debt the effect of which is to reduce the commitments under the Bridge Facility (as defined in the Commitment Letter) unless (i) the purpose of such loans is solely to finance the Transactions, (ii) the conditions precedent to the availability of such facility on the Offer Closing are not less favorable to Parent than such conditions in the Bridge Facility and do not include any conditions not set forth in the Condition Precedent Exhibit (as defined in the Commitment Letter) and (iii) any proceeds from any such facility received prior to the Offer Closing are placed in an escrow account and not released therefrom until either used to finance the Transactions or the termination of this Section 7.13(a).Agreement in accordance with Article VIII; or (c) consummate any sale or disposition of assets the effect of which is to reduce the commitments under the Bridge Facility unless the proceeds

Financing. (a) Parent Parent, Holdings and Acquisition Sub Buyer shall not permit any amendment, modification, supplementeach use reasonable best efforts to take, or replacement cause to be taken, all actions and do, or cause to be done, as promptly as possible, all things necessary, proper or advisable to arrange and obtain the Equity Financing on the terms and conditions described in the Commitment Letters and the Debt Financing, including using reasonable best efforts to, as promptly as possible, (i) satisfy, or cause to be satisfied, on a timely basis all conditions to Holdings and Buyer obtaining the Financing set forth therein, (ii) negotiate and enter into definitive agreements with respect to the Debt Financing on the terms and conditions that are acceptable to Buyer, (iii) timely prepare the necessary offering circulars, private placement memoranda, or other offering documents or marketing materials with respect to the Debt Financing, (iv) consummate the Financing at or prior to Closing (except for the Deferred Payment Amount, which will be paid on the Deferred Payment Date) and (v) take any action requested by Buyer in connection with obtaining the Debt Financing. Parent, Holdings and Buyer shall give each other and the Company prompt written notice (A) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to result in breach or default) by any party to any Commitment Letter of which Parent, Holdings or Buyer becomes aware, (B) if and when Parent, Holdings or Buyer becomes aware that any portion of the Financing contemplated by any Commitment Letter or the Debt Financing may not be available for the Financing Purposes, (C) of the receipt of any written notice or other written communication from any Person with respect to any (1) actual or potential breach, default, termination or repudiation by any party to any Commitment Letter or (2) material dispute or disagreement between or among any parties to any Commitment Letter (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing), and (D) of any expiration or termination of any Commitment Letter. Without limiting the foregoing, Parent, Holdings and Buyer shall keep each other and the Company informed on a reasonably current basis in reasonable detail of the status of their efforts to arrange the Financing and provide to each other and the Company executed copies of the 041945-0274-16051-Active.21513949.1 definitive documents related to the Financing (provided that any fee letters, engagement letters or other agreements that, in accordance with customary practice, are confidential by their terms, and that do not affect the conditionality or amount of the Financing, may be redacted so as not to disclose such terms that are so confidential) and copies of any of the written notices or communications described in the preceding sentence. Parent, Holdings and Buyer shall (1) comply in all material respects with each Commitment Letter and each definitive agreement with respect thereto, (2) enforce their rights under each Commitment Letter, and (3) not permit, without the prior written consent of the Company (and, with respect to the Debt Financing, the prior written consent of Buyer), any material amendment or modification to be made to, or any termination, rescission or withdrawal of, or any material waiver of any provision or remedy under, the Debt any Commitment Letter without the consent of the Company Letter, if such amendment, modification, supplement, replacement modification or waiver (i) reduces (individually or would reasonably be expected to have the effect of reducing) in the aggregate amount of the Debt Financingwith any other amendments, (ii) imposes new modifications or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (ivwaivers) would reasonably be expected to (Ax) reduce the aggregate amount of the Financing thereunder, or (y) impose any new or additional condition, or otherwise amend, modify or expand any condition, to the receipt of any portion of the Financing in a manner that would reasonably be expected to (I) materially delaydelay or prevent the Closing Date, prevent, or impede (II) make the funding of any portion of the Debt Financing (or satisfaction of any condition to obtaining any portion of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions less likely to occur or (BIII) adversely impact the ability of Parent or Acquisition Sub Buyer to enforce its rights against any other party to any Commitment Letter, the other parties ability of Parent, Holdings, Buyer or Merger Sub to consummate the Debt Commitment Letter transactions contemplated hereby or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding likelihood of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offertransactions contemplated hereby. Parent, the Merger Holdings and Buyer shall provide notice to each other and the other TransactionsCompany promptly upon receiving the Financing. Parent, or adversely impact Parent’s or Acquisition Sub’s ability Holdings and Merger Sub shall not take any action with respect to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to Financing without the Company true and complete copies prior consent of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a)Buyer.

Financing. (a) Each of Parent and Acquisition Merger Sub shall not permit any amendmentuse its reasonable best efforts to arrange and obtain the Debt Financing at Closing on the terms and conditions, modificationwhen taken as a whole (including the “flex” provisions”), supplementas described in the Debt Commitment Letter and to take, or replacement cause to be made taken, all actions and to do, or cause to be done, all things reasonably necessary, or proper or advisable in Parent’s good faith judgment in connection therewith, including using reasonable best efforts to (i) maintain in effect the Debt Commitment Letter in accordance with the terms and subject to the conditions thereof until the transactions contemplated by this Agreement are consummated or this Agreement is terminated, (ii) satisfy in all material respects all conditions and covenants applicable to Parent and Merger Sub in the Debt Commitment Letter and otherwise comply in all material respects with their respective obligations thereunder, (iii) enter into definitive agreements with respect thereto on the terms and conditions consistent in all material respects with the terms and conditions of the Debt Commitment Letter, (iv) consummate the Debt Financing at or prior to Closing and (v) subject to the last sentence of this Section 7.14(a), enforce their rights under the Debt Commitment Letter. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material 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 material breach or default) by any party to any Debt Commitment Letter or definitive document related to the Debt Financing of which Parent or Merger Sub becomes aware; (B) of the receipt of any written notice or other written communication from any party to the Debt Commitment Letter with respect to any actual or potential breach, default, termination or repudiation by any party to any Debt Commitment Letter or any definitive document related to the Debt Financing; and (C) if for any reason Parent or Merger Sub believes in good faith that it is reasonably likely that they will not be able to obtain all or any portion of the Debt Financing on the terms, in the manner or from the sources contemplated by the Debt Commitment Letter or the definitive documents related to the Debt Financing. Unless this Agreement has terminated, Parent and Merger Sub shall not, without the prior written consent of the Company, enter into any amendment or modification to, replacement of, or grant any waiver of any provision or remedy under, the Debt Commitment Letter without the consent of the Company if such amendmentor exercise its right to terminate any commitment under, modification, supplement, replacement or waiver (i) reduces (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a).,

Financing. (a) Parent and Acquisition Sub shall not permit any amendment, modification, supplementNeither party will, or replacement to be made seek to, or any waiver of any provision or remedy under, the Debt Commitment Letter without the prior consent of the Company other party (which consent shall not be unreasonably withheld), amend, modify or waive any material term of the Commitment Letters if such amendment, modification, supplement, replacement modification or waiver would (i) reduces (or would reasonably be expected to have the effect of reducing) reduce the aggregate amount of funds committed under the Debt FinancingCommitment Letters, (ii) imposes new or add significant additional conditions to the consummation of the transactions contemplated by the Commitment Letters or otherwise expands (iii) have a significant adverse affect on or adversely amends or modifies significantly delay the receipt of any of the conditions to the Debt Financing, Required Approvals (iii) would modify the confidentiality provisions of the Debt Commitment Letter as defined in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt FinancingSECTION 7.01(d)) or the consummation of the OfferMerger. Buyer shall enforce, to the fullest extent permitted under applicable law, the Merger provisions of the Buyer Commitment Letters and any definitive agreements entered into in contemplation thereof. The Company shall enforce, to the fullest extent permitted under applicable law, the provisions of the Company Commitment Letters and definitive documents entered into in contemplation thereof. Buyer shall use its reasonable efforts to fulfill all of its obligations under, cause all conditions to funding to be fulfilled under, and cause the funding to occur under the Buyer Commitment Letters or any definitive agreements entered into on contemplation thereof. The Company shall use its reasonable efforts to fulfill all of its obligations under, cause all conditions to funding to be fulfilled under, and cause the funding to occur under the Company Commitment Letters or any definitive agreements entered into on contemplation thereof. Prior to the Effective Time, Buyer, with respect to the Buyer Commitment Letters or any definitive agreements entered into in connection therewith, and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lendersCompany, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver with respect to the Company true and complete copies Commitment Letters or any definitive agreements entered into in connection therewith, shall give the other person prompt written notice of (i) any material breach or threatened material breach by any party of the terms or provisions thereof, (ii) any termination or threatened termination thereof, or (iii) any exercise or threatened exercise of any such amendment, modification "market out" or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a)"material adverse change" condition thereof.

Financing. (a) During the period commencing on the date of this Agreement and terminating on the earlier to occur of the Closing and the termination of this Agreement pursuant to Article VIII, Parent and Acquisition Sub shall not without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed) permit any amendment, modification, supplement, replacement or replacement other modification to be made to, or any consent or waiver of any provision or remedy underpursuant to, the Debt Commitment Letter without the consent of the Company if such amendment, supplement, replacement, modification, supplement, replacement condition or waiver (i) reduces (would, or would reasonably be expected to have the effect of reducingto, (i) reduce the aggregate amount of the Debt Financing, Financing from that contemplated in the Commitment Letter; (ii) imposes impose new or additional conditions or other terms or otherwise expands expand, amend or adversely amends or modifies modify any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions receipt of the Debt Financing as set forth in the Commitment Letter or any other terms to the Financing as set forth in the Commitment Letter in any respect or (iv) a manner that would reasonably be expected to (A) materially delay, prevent, impede or impede prevent the consummation of the transactions contemplated by this Agreement; (B) make the timely funding of the Debt Financing (Financing, or the satisfaction of the conditions to obtaining the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions less likely to occur in any respect; or (BC) adversely impact the ability of Parent or Acquisition Sub the Company to enforce its rights against the other parties to Financing Sources under the Debt Commitment Letter or the Definitive Financing Agreements definitive agreements with respect thereto; provided however, for the avoidance of doubt, Parent may (as defined belowx) (provided that Parent and Acquisition Sub may amend or replace amend, supplement and/or modify the Debt Commitment Letter solely to add or replace lenders, arrangers syndication agents or similar entities as parties thereto who had not executed the Commitment Letter as of the date hereof and (y) correct non-substantive typographical errors, in each case, so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding commitments of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter)Sources are not reduced. Parent and Acquisition Sub shall promptly deliver furnish to the Company true and complete copies a copy of any such amendment, modification restatement, replacement, supplement, modification, waiver or replacement. For purposes consent of this Agreement, references or relating to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted promptly upon execution thereof. Parent shall not release or consent to be amended the termination of the Commitment Letter or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” the termination or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a)reduction of any commitments provided thereunder.

Financing. Purchaser has delivered to Seller true, correct and complete copies, as of the date of this Agreement, of (ai) Parent the executed Debt Commitment Letter and Acquisition Sub shall (ii) the executed Debt Fee Letter (redacted as to fee amounts, pricing caps and other economic terms (including, for the avoidance of doubt, any dollar amount or percentage set forth in the flex terms) only, none of which would materially adversely affect the amount or availability of the Financing). As of the date of this Agreement, neither Purchaser nor any of its Affiliates has entered into any side letters or other agreements related to the Financing, which would impose conditions or other contingencies to the funding of the full amount of the Financing. The Debt Commitment Letter and the Debt Fee Letter have not permit any amendmentbeen amended or modified, modification, supplement, or replacement except as permitted pursuant to be made to, or any waiver Section 6.12. As of any provision or remedy underthe date of this Agreement, the Debt Commitment Letter without Letter, in the consent form so delivered, is in full force and effect and is the legal, valid and binding obligation of Mallinckrodt International Finance S.A. (“MIFSA”), an Affiliate of Purchaser, and, to the knowledge of Purchaser, the other parties thereto, in each case except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equity. Purchaser or Purchaser’s ultimate parent has caused MIFSA to fully pay (or cause to be paid) any and all commitment fees or other fees that are required to be paid pursuant to the terms of the Company Debt Commitment Letter, any related engagement letter and the Debt Fee Letter on or prior to the date of this Agreement. The net proceeds of the Financing, if such amendmentfunded in accordance with the Debt Commitment Letter, modificationtogether with cash and cash equivalents available to Purchaser and its Affiliates, supplementincluding under its committed credit facilities, replacement shall, in the aggregate, be sufficient to consummate the transactions contemplated by this Agreement upon the terms contemplated by this Agreement and the payment of all associated costs and expenses. As of the date of this Agreement, Purchaser has no reason to believe that MIFSA will be unable to satisfy any term or waiver (i) reduces (condition required to be satisfied by it as a condition to the availability of the Financing contained in the Debt Commitment Letter. As of the date of this Agreement, no event has occurred that, with or without notice, lapse of time or both, would reasonably be expected to have constitute a default or breach or failure to satisfy a condition on the effect part of reducing) the aggregate amount of the Debt FinancingMIFSA or, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financingknowledge of MIFSA, (iii) would modify the confidentiality provisions of other parties thereto, under the Debt Commitment Letter Letter. Except as set forth in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or Letter, there are no conditions precedent to the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace respective obligations of the financial institutions specified in the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede fund the funding full amount of the Debt Financing (or satisfaction of the conditions Financing. Purchaser acknowledges and agrees that its obligations hereunder are not subject to the Debt Financing) receipt or availability of any funds or financing by Purchaser or any of its Affiliates for the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing transactions contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a)hereby.

Financing. (a) Parent Unless, and Acquisition Sub to the extent, Buyer shall have demonstrated to the reasonable satisfaction of Seller that Buyer shall have sufficient cash from other sources (including by reason of capital markets, securities or other financing transactions) available to satisfy its cash payment obligations under this Agreement, from and after the execution of this Agreement, Buyer shall not permit any amendment, modification, supplement, amendment or replacement modification to be made toto the Commitment Letter, or any waiver of any provision or remedy under, the Debt Commitment Letter without the consent of the Company if such amendment, modification, supplement, replacement amendment or waiver modification (iA) reduces (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financing, Financing below the amount required together with the other sources to pay the Required Funding Amount or (iiB) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions receipt of the Debt Commitment Letter Financing in any respect or (iv) would a manner that could reasonably be expected to (AI) materially delayprevent the Closing from occurring prior to the Termination Date, prevent, or impede (II) make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions materially less likely to occur or (BIII) adversely materially impact the ability of Parent or Acquisition Sub Buyer to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub definitive agreements with respect thereto. For the avoidance of doubt, but subject to the foregoing, Buyer may amend amend, supplement, modify or replace the Debt Commitment Letter as in effect at the date hereof (x) to add or replace lenders, arrangers lead arrangers, bookrunners, syndication agents or similar entities so long who had not executed the Commitment Letter as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing date of this Agreement, (y) to increase the amount of indebtedness or satisfaction (z) to replace all or a portion of the conditions to facility committed under the Debt Financing) or the consummation Commitment Letter as in effect as of the Offerdate hereof with one or more new facilities under such Commitment Letter or under any new commitment letter or facility (any such new commitment or facility, a “Replacement Facility”); provided, that the Merger terms of such Replacement Facility shall comply with clauses (A) and (B) above. Promptly following the other Transactionsexecution of a Replacement Facility by Buyer, or adversely impact Parent’s or Acquisition Sub’s ability Buyer shall notify the Seller to enforce its rights under the Debt Commitment Letter). Parent such effect and Acquisition Sub shall promptly deliver to the Company true provide a fully executed copy of such Replacement Facility and complete copies of any such amendment, modification or replacementrelated agreements (which may be redacted in a customary manner). For purposes of this Agreement, references to (1) the term “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a).

Financing. (a) Parent and Acquisition Sub (i) Buyer shall not permit any amendment, modification, supplementuse its reasonable best efforts to take, or replacement cause to be made taken, all actions and do, or cause to be done, as promptly as practicable, all things necessary, proper or advisable to arrange and obtain the Financing on the terms and conditions (including the “market flex” provisions) described in the Debt Commitment Letter, including using reasonable best efforts to, (A) maintain in effect the Debt Commitment Letter, (B) satisfy, or any waiver of any provision or remedy undercause to be satisfied, on a timely basis all conditions to funding in the Debt Commitment Letter without the consent of the Company if such amendmentand each definitive agreement with respect thereto (collectively, modification, supplement, replacement or waiver (i) reduces (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of with the Debt Commitment Letter in any respect or (ivand the Fee Letter, the “Debt Documents”) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financingextent applicable to Buyer, (C) or the consummation of the Offeras promptly as practicable negotiate, the Merger execute and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties deliver definitive agreements with respect to the Debt Commitment Letter or Financing on the Definitive Financing Agreements (as defined below) (provided that Parent terms and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted (including any related “market flex” provisions) and, if executed prior to be amended the Closing Date, deliver to Seller a copy of any material definitive agreement promptly following such execution, (D) timely prepare the necessary marketing materials with respect to the Financing, (E) consummate the Financing at or modified prior to the time the Closing should occur pursuant to Section 1.3 and (F) enforce their rights under the Debt Documents. Buyer shall promptly notify Seller in writing (but in any event not later than 24 hours after such occurrence) if Buyer becomes aware (1) of any breach, default, termination or repudiation by this Section 7.13(aany party to any Debt Document, (2) and references to “Definitive that any portion of the Financing Agreements” or “contemplated by the Debt Commitment Letter” Letter may not be available and (3) of any expiration or termination of any Debt Document (each, a “Financing Failure Event”). As soon as reasonably practicable, but in any event within two (2) days of the delivery by Seller to Buyer of a written request therefor, Buyer shall include such documents as amended provide any information reasonably requested by Seller relating to any Financing Failure Event, provided, that in no event will Buyer be under any obligation to disclose any information that is subject to applicable legal privileges (including the attorney-client privilege) or modified binding obligation of confidentiality to a third party. Buyer shall refrain from taking, directly or indirectly, any action that could reasonably be expected to result in accordance with this Section 7.13(a)a failure of any of the conditions contained in the Debt Documents.

Financing. (a) Each of Parent and Acquisition Merger Sub will use reasonable best efforts to obtain the Financing (or in the event any portion or all of the Financing becomes unavailable, alternative debt financing (in an amount sufficient, together with the remaining Financing, if any, and any other sources available to Parent and Merger Sub, to fund the payment of the Cash Consideration) from the same or other sources (such portion from sources other than any source providing the Financing contemplated by the Commitment Letter as of the date hereof, the "Alternate Financing")) required to consummate the transactions contemplated by this agreement and to pay the related fees and expenses on the Closing Date. Parent shall not permit any amendment, modification, supplementkeep the Company informed on a reasonable basis and in reasonable detail of the status of its efforts to arrange the Financing. Parent shall give the Company prompt notice upon becoming aware of, or replacement to be made receiving notice or other communication with respect to, any material breach of or default under, or any waiver event or circumstance that (with or without notice, lapse of any provision time or remedy under, the Debt Commitment Letter without the consent of the Company if such amendment, modification, supplement, replacement or waiver (iboth) reduces (or would could reasonably be expected to have give rise to any material breach of or default under, the effect of reducing) the aggregate amount Commitment Letter by a party thereto or any termination, withdrawal or rescission of the Debt FinancingCommitment Letter. Notwithstanding anything in this Agreement to the contrary, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any each of Parent and Merger Sub expressly acknowledges and agrees that neither the availability nor terms of the Financing or any Alternate Financing are conditions to the Debt Financingobligations of Parent and Merger Sub to consummate the Merger, (iii) would modify the confidentiality provisions and each of the Debt Commitment Letter in any respect or (iv) would reasonably be expected Parent and Merger Sub reaffirms its obligation to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, consummate the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties transactions contemplated by this Agreement subject only to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent express conditions set forth in Article VII, irrespective and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding independent of the Debt Financing (availability or satisfaction terms of the conditions to the Debt Financing or any Alternate Financing) , Parent's or the consummation Merger Sub's use of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified efforts in accordance with this Section 7.13(a)6.08, or otherwise.

Financing. (a) Parent Buyer shall, and Acquisition Sub shall cause its Subsidiaries and its and their respective Representatives to, use its and their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Debt Financing on the terms and subject only to the conditions (including the “market flex” terms contained in the Debt Commitment Letter as in effect on the date hereof) expressly set forth in the Debt Commitment Letter, including using reasonable best efforts to (i) maintain in effect the Debt Commitment Letter in accordance with the terms and subject to the conditions thereof until (1) the transactions contemplated by this Agreement are consummated, (2) this Agreement is terminated in accordance with its terms or (3) cash proceeds of the Debt Financing contemplated thereby have been received by Buyer and are readily available to consummate the Closing (subject only to the satisfaction of conditions that are no more onerous than the conditions to funding under the Debt Commitment Letter or not subject to any conditions), (ii) satisfy or obtain a waiver on a timely basis of all conditions applicable to Buyer and its Affiliates set forth in the Debt Commitment Letter that are within its or its Affiliates’ control, (iii) negotiate and enter into definitive agreements with respect to the Debt Financing on the terms and subject only to the conditions (including the “market flex” terms) set forth in the Debt Commitment Letter, (iv) consummate the Debt Financing on or prior to the date Closing is required to occur as determined pursuant to Section 1.03 and (v) enforce its rights under the Debt Commitment Letter. Without the prior written consent of Seller (such consent not to be unreasonably withheld, delayed or conditioned), Buyer shall not permit any amendment, modification, supplement, supplement or replacement modification to be made to, or any waiver of any provision or remedy under, or any replacement of the Debt Commitment Letter without the consent of the Company if such amendment, modification, supplement, replacement replacement, modification or waiver would: (ix) reduces reduce (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount in respect of the Debt Financing) such that the aggregate Debt Financing, cash on hand of the Buyer and its Subsidiaries, and other available sources that would be available on the Closing Date would not be sufficient to pay the Required Amount; (iiy) imposes amend the conditions precedent to the Debt Financing or impose any new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions contingencies to the Debt FinancingCommitment Letter, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) each case, in a manner that would reasonably be expected to (A1) materially delayimpair, prevent, delay or impede prevent the Closing or (2) make materially less likely to occur the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or when the consummation of the Offer, the Merger and the other Transactions Closing is scheduled to occur pursuant to Section 1.03; or (Bz) adversely impact affect the ability of Parent or Acquisition Sub Buyer to enforce its rights in any material respect against the other parties to the Debt Commitment Letter or other agreements relating to the Definitive Debt Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend by this Section 5.22. Notwithstanding the foregoing, any amendment, supplement or replace modification to effectuate any “market flex” terms contained in the Debt Commitment Letter provided as of the date hereof or to add any additional agents or replace lendersother financial institutions thereto as provided for therein (provided that, arrangers except as provided for in the Debt Commitment Letter with respect to Specified Permitted Lenders (as defined in the Debt Commitment Letter), no such amendment, supplement or similar entities so long as such action would not reasonably be expected modification shall relieve the original Committed Lenders of their obligations under the Debt Commitment Letter prior to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation shall be permitted and shall not require written consent of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter)Seller. Parent and Acquisition Sub Buyer shall promptly deliver to the Company true and complete Seller copies of any such amendment, modification modification, supplement or replacement. For purposes of this Agreementwaiver to or under, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “any replacement of, any Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a).

Financing. (a) Parent Buyer has furnished to Selling Shareholder fully executed copies of the equity and Acquisition Sub shall not permit any amendmentdebt commitment letters relating to the financing of the Contemplated Transactions. Subject to the terms and conditions set forth in the commitment letters, modification, supplement, or replacement the aggregate proceeds to be made toprovided under such commitment letters will be in an amount sufficient to pay the Purchase Price in cash at Closing and all expenses of Buyer related to the execution and delivery of this Agreement and the consummation of the Contemplated Transactions. Assuming the accuracy of the representations and warranties of Selling Shareholder set forth in Article 3, or any waiver as of the date hereof and after communicating with the institutions providing the equity and debt financing, Buyer does not have Knowledge of any provision facts or remedy under, the Debt Commitment Letter without the consent of the Company if such amendment, modification, supplement, replacement or waiver (i) reduces (or would circumstances that are reasonably be expected likely to have the effect of reducing) the aggregate amount of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies result in any of the conditions set forth in such commitment letters not being satisfied. Distribution of Net Cash Buyer acknowledges that prior to the Debt FinancingClosing, (iii) would modify the confidentiality provisions Acquired Company shall make a distribution to Selling Shareholder of all Net Cash. No Brokers or Finders Neither Buyer nor any of its Representatives has incurred any obligation or liability, contingent or otherwise, for brokerage or finders' fees or agents' commissions or other similar payment in connection with this Agreement. Condition of the Debt Commitment Letter Business Notwithstanding anything contained in this Agreement to the contrary, Buyer acknowledges and agrees that neither the Acquired Company nor Selling Shareholder is making any representations or warranties whatsoever, express or implied, beyond those expressly given by Selling Shareholder in Section 3 or in any respect Selling Shareholder's Closing Document. Buyer represents that none of Selling Shareholder, the Acquired Company or (iv) would reasonably be expected any of their respective Affiliates nor any other Person has made any representation or warranty, express or implied, as to (A) materially delaythe accuracy or completeness of any information regarding the Acquired Company, preventSelling Shareholder, or impede the funding Contemplated Transactions not expressly set forth in this Agreement or in any Selling Shareholder Closing Document, and none of the Debt Financing (Acquired Company, Selling Shareholder or satisfaction any of their respective Affiliates or any other Person will have or be subject to any liability to Buyer or any other Person resulting from the distribution to Buyer or its Representatives or Buyer's use of, any such information, including any confidential memoranda distributed on behalf of the conditions Acquired Company relating to the Debt FinancingAcquired Company or other publications or data room information provided to Buyer or its Representatives, the 2007 Budget (except as otherwise specifically provided in Section 3.5(b)) or any other document or information in any form provided to Buyer or its Representatives in connection with the consummation sale of the Offer, the Merger Acquired Company and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce Contemplated Transactions. This Section 4.9 is qualified in its rights against the other parties entirety with respect to, and does not apply to the Debt Commitment Letter extent of, instances of fraud, willful misconduct or intentional misrepresentation on the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace part of Buyer in connection with the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Contemplated Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a).

Financing. (a) The Company agrees to provide, and shall cause the Company Subsidiaries and its and their Representatives to provide, all reasonable cooperation in connection with the arrangement of the Financing as may be reasonably requested by Parent and Acquisition Sub shall (provided that such requested co-operation does not permit any amendment, modification, supplement, or replacement to be made to, or any waiver of any provision or remedy under, unreasonably interfere with the Debt Commitment Letter without the consent ongoing operations of the Company if such amendmentand its Subsidiaries), modification, supplement, replacement or waiver including (i) reduces (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financingparticipation in meetings, drafting sessions and due diligence sessions, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any furnishing Parent and its financing sources with financial and other pertinent information regarding the Company as may be reasonably requested by Parent of a type and form customarily included in private placements pursuant to Rule 144A under the conditions to the Debt FinancingSecurities Act, (iii) would modify assisting Parent and its financing sources in the confidentiality provisions preparation of (A) an offering document for any debt raised to complete the Debt Commitment Letter in any respect or Mergers and (B) materials for rating agency presentations, (iv) would reasonably cooperating with the marketing efforts of Parent and its financing sources for any debt raised by Parent to complete the Mergers, (v) forming new direct or indirect Subsidiaries, and (vi) providing and executing documents as may be expected reasonably requested by Parent; provided that without the Company’s consent, in no event, whether in connection with the financings contemplated by the Financing Agreements or otherwise, shall any property-level due diligence involve environmental tests or assessments; provided, further that the foregoing shall not be deemed to (A) materially delayrequire the Company or any Subsidiary of the Company, preventprior to the Effective Time, to consummate any tender offer or consent solicitation with respect to, or impede enter into any supplemental indenture with respect to or otherwise amend the funding terms of any instruments governing, any existing outstanding Indebtedness of the Debt Financing (Company or satisfaction its Subsidiaries. Parent shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the arrangement of the conditions to the Debt Financing) or the consummation of the Offer, the Merger Financing and the any information utilized in connection therewith (other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver than historical information relating to the Company true or the Company Subsidiaries 51 and complete copies of any such amendmentinformation provided by the Company, modification the Company Subsidiaries or replacement. For purposes the Company Representatives) (it being agreed that this sentence shall survive termination of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a).

Financing. (a) Parent and Acquisition Merger Sub shall not permit any amendmentnot, modification, supplement, or replacement to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter without the prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) of the Company if (approved by the Company Board), amend, modify or supplement (including in the definitive documents) (i) any of the material conditions or contingencies to funding contained in the Financing Commitments or (ii) any other material provision of the Financing Commitments, in either case to the extent such amendment, modification, supplement, replacement modification or waiver (i) reduces (or supplement would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financing, (ii) imposes new adversely affect or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact delay the ability of Parent or Acquisition Merger Sub to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby. Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to (i) satisfy on a timely basis all material terms, conditions, representations and warranties applicable to Parent set forth in the Financing Commitments that are within its control; (ii) maintain in effect the Financing Commitments, negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Financing Commitments or on other terms 50 acceptable to Parent not less favorable to Parent and Merger Sub and not in violation of this Section 6.09; (iii) consummate the Financing at the Closing; and (iv) enforce its material rights against under the other parties Financing Commitments. Parent will furnish correct and complete copies of all such definitive agreements (excluding any fee letters or ancillary documents which, by their terms, are confidential) to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding Company promptly upon their execution. If any portion of the Debt Financing becomes unavailable on the terms and conditions described above, Parent shall use its reasonable best efforts to obtain alternative debt financing (or satisfaction the “Alternative Financing”) from alternative sources (on terms and conditions that are no less favorable to Parent than the terms and conditions as set forth in the Commitment Letter) in an amount sufficient to consummate the transactions contemplated by this Agreement. The Parent and Merger Sub shall use commercially reasonable efforts (which shall not include acceptance by Parent of the conditions exercise by Parent's financing sources of their market flex or require Parent to borrow under the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under Bridge Loans (as defined in the Debt Commitment LetterLetters)) to consummate the Financing using the consolidated unaudited financial statements of the Company for the nine months ended March 31, 2007; provided that if the Company Stockholders' Meeting is not held prior to July 31, 2007, then the Parent and Merger Sub shall have no obligation to consummate the Financing using the consolidated unaudited financial statements of the Company for the nine months ended March 31, 2007. Parent and Acquisition Merger Sub shall keep the Company promptly deliver apprised of material developments relating to the Company true and complete copies Financing, including any breach by any party or termination of the Financing Commitments or any such amendment, modification or replacement. For purposes of this Agreement, references other document relating to “Debt the Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a).

Financing. (a) Parent Purchaser shall use its reasonable best efforts to obtain and Acquisition Sub effectuate the Financing on the terms set forth in the Commitment Letters. Purchaser shall not permit any amendment, modification, supplement, or replacement perform all obligations required to be made to, or any waiver of any provision or remedy under, performed by it in accordance with the Debt Commitment Letter without the consent terms of the Company if Commitment Letters, and shall use its reasonable best efforts to maintain the Commitment Letters in full force and effect through the Closing. Purchaser shall from time to time provide such amendmentinformation to Sellers as Sellers may reasonably request regarding the status of the Financing. Purchaser agrees to notify Sellers immediately if, modificationat any time prior to the Closing Date, supplement, replacement or waiver (i) reduces any of the Commitment Letters shall expire or be terminated for any reason; (ii) any Financing Source that is a party to a Commitment Letter notifies Purchaser that such source no longer intends to provide financing to Purchaser, except pursuant to assignment rights expressly set forth in the Commitment Letters, the syndication of any commitment or the addition of parties to any such commitments or Commitment Letters (provided that the aggregate amount of such commitments is not reduced thereby or such assignment does not impair the ability to obtain the Financing), and all such additional or substituted parties shall be deemed Financing Sources for purposes of this Agreement, (iii) for any reason Purchaser no longer believes in good faith that it will be able to obtain any of the financing substantially on the terms described in the Commitment Letters or (iv) a Capital Markets Event occurs. Purchaser shall not, or permit any of its Subsidiaries or Affiliates to, without the prior written consent of Sellers, take any action or enter into any transaction, including, without limitation, any merger, acquisition, joint venture, disposition, lease, contract or debt or equity financing that would reasonably be expected to have impair, delay or prevent the effect of reducing) financing contemplated by the aggregate amount of Commitment Letters. Purchaser shall not amend or alter, or agree to amend or alter, the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter Letters in any respect or (iv) would reasonably be expected to (A) materially delaymanner without the prior written consent of Sellers, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may such consent will not be required if such amendment, alteration or agreement to amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action alter would not reasonably be expected to materially delay, prevent, hinder or impede delay the funding of Closing. Notwithstanding the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes foregoing provisions of this AgreementSection 6.10(a), references Purchaser may obtain alternative Financing, provided that such alternative Financing will not reasonably be expected to “Debt Financing” shall include hinder or delay the financing contemplated by Closing and that the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) Letters remain in full force and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a)effect.

Financing. (a) Prior to the Closing, Parent and Acquisition Sub shall not permit any amendment, modification, supplement, or replacement will use their commercially reasonable efforts to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter without the consent of the Company if such amendment, modification, supplement, replacement or waiver (i) reduces (or would reasonably be expected to have the effect of reducing) the aggregate amount of arrange the Debt Financing, (ii) imposes new or additional including, without limitation, entering into definitive agreements with respect thereto on terms and conditions or otherwise expands or adversely amends or modifies substantially in accordance with those set forth in the Financing Commitment. In the event that any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding portion of the Debt Financing becomes unavailable so as to not enable Parent and Acquisition to proceed with the transactions contemplated by this Agreement in a timely manner, Parent and Acquisition will use their commercially reasonable efforts to arrange to obtain alternate debt financing from alternative sources on comparable or more favorable terms to those set forth in the Financing Commitment as promptly as practicable following the occurrence of such event, including, without limitation, entering into definitive agreements with respect thereto (such definitive agreements entered into pursuant to the first or satisfaction second sentence of this Section 6.8(a) being referred to as the “Definitive Financing Agreements”). Parent and Acquisition will, will cause their Affiliates to, and will use their commercially reasonable efforts to cause their Representatives to, comply with the terms and satisfy on a timely basis the conditions of the conditions Financing Commitment, any alternate financing commitment and the Definitive Financing Agreements and any related fee and engagement letters. Any material breach of the Financing Commitment, the Definitive Financing Agreements, any alternate financing commitment and any related fee and engagement letters by JWC, OSIM or Temasek shall be deemed a breach by Parent of this Section 6.8. Parent will (i) furnish correct and complete copies of the Definitive Financing Agreements to the Debt FinancingCompany promptly upon their execution and (ii) or give the consummation Company prompt notice of any breach by any party of the OfferFinancing Commitment, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter any alternate financing commitment or the Definitive Financing Agreements (as defined below) (provided that of which Parent and Acquisition Sub may amend becomes aware or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacementtermination thereof. For purposes of this AgreementSection 6.8, references to “Debt Financingcommercially reasonable efforts” shall include not be deemed to require that Parent compromise any of the financing contemplated by economic or other material terms (considered on an aggregate basis) contained in the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a)Commitments.

Financing. (a) Parent and Acquisition Sub shall Purchaser are not permit permitted to make any amendment, modification, supplement, or replacement to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter without the consent of the Company if such amendment, modification, supplement, replacement or waiver Xxxxxxxxx that (i) reduces (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect respect, or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions transactions contemplated by the Merger Agreement or (B) adversely impact the ability of Parent or Acquisition Sub Purchaser to enforce its rights against the other parties to the Debt Commitment Letter or the definitive agreements with respect to the Debt Commitment Letter (the “Definitive Financing Agreements (as defined below) (provided that Agreements”). Parent and Acquisition Sub Purchaser may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactionstransactions, or adversely impact Parent’s or Acquisition SubPurchaser’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver Purchaser have agreed 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 reasonably necessary, to arrange and obtain the Debt Financing on the terms and subject to the Company true conditions set forth in the Debt Commitment Letter by the Acceptance Time, including by using their reasonable best efforts (i) to maintain in effect the Debt Commitment Letter, (ii) to negotiate and complete copies enter into the Definitive Financing Agreements on the terms and conditions contained in the Debt Commitment Letter or on other terms that would not reasonably be expected to materially prevent or delay the Offer, the Merger, and the other transactions contemplated by the Merger Agreement or the date on which the Debt Financing could be obtained or make the funding of the full amount of the Debt Financing less likely to occur on or prior to the Acceptance Time, (iii) to comply on a timely basis with (or obtain any waiver of) their covenants and obligations set forth in, and satisfy (or obtain a waiver of) on a timely basis all conditions to the funding in, the Debt Commitment Letter and the Definitive Financing Agreements, in each case, as necessary to consummate the transactions contemplated by the Merger Agreement and satisfy all obligations of Parent and Purchaser pursuant to the Merger Agreement. In the event that all conditions contained in the Commitment Letter or the Definitive Financing Agreements have been satisfied, Parent will cause the debt providers thereunder to comply with their respective obligations. If, prior to the Effective Time, (i) the Debt Commitment Letter is terminated for any reason, (ii) Parent or Purchaser becomes aware of any such amendment, modification material breach or replacement. For purposes of this default by any party to the Debt Commitment Letter or any Definitive Financing Agreement, references (iii) a counterparty provides notice that it will not provide, or it refuses to “provide, all or any portion of the Debt Financing” shall include the financing Financing contemplated by the Debt Commitment Letter as permitted on the terms set forth in the Debt Commitment Letter, or (iv) any portion of the Debt Financing becomes unavailable for any reason, Parent has agreed to be amended (A) use reasonable best efforts to obtain alternative debt financing from the same or modified by this Section 7.13(a) other sources and references which does not include any conditions to “the consummation of such alternative debt financing that are more onerous than the conditions set forth in the Debt Commitment Letter and Definitive Financing Agreements” or “Debt Commitment Letter” shall include , and (B) promptly notify Xxxxxxxxx of such documents as amended or modified in accordance with this Section 7.13(a)unavailability and the reason therefor.

Financing. (a) Parent and Acquisition Merger Sub shall not permit any amendmentuse, modificationand shall cause their respective Subsidiaries and their respective officers, supplementdirectors and employees to use, reasonable best efforts to take, or replacement cause to be made totaken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds of the Financing on the terms and subject only to the conditions set forth in the Commitment Letters as promptly as possible (taking into account the expected timing of the Marketing Period), but in any waiver of any provision event on or remedy underprior to the date upon which the Merger is required to be consummated pursuant to the terms hereof, including by using reasonable best efforts with respect to (i) causing the Equity Investors to maintain in effect the Equity Commitment Letter, (ii) maintaining in effect the Debt Commitment Letter without and complying with their respective obligations thereunder, (iii) negotiating and entering into definitive agreements with respect to the consent of Debt Financing (the Company “Definitive Agreements”) consistent with the terms and conditions contained in the Debt Commitment Letter (including, as necessary, the “flex” provisions contained in any related fee letter) or, if such amendmentavailable, modificationon other terms that (A) are acceptable to Parent in its sole discretion, supplement, replacement or waiver (iB) reduces (or would not reasonably be expected to have delay (taking into account the effect of reducing) the aggregate amount expected timing of the Debt Financing, (iiMarketing Period) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact affect the ability of Parent to consummate the transactions contemplated hereby and (C) would otherwise be permitted by Section 5.12(b), and (iv) satisfying (or, if reasonably required to obtain the Financing, seeking the waiver of) on a timely basis (taking into account the expected timing of the Marketing Period) all conditions in the Debt Commitment Letters and the Definitive Agreements that are within the control of Parent or Acquisition Sub to enforce its rights against Merger Sub. In the other parties to event that all conditions contained in the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or other than the consummation of the Offer, the Merger and other than the other Transactionsavailability of the Cash Equity and those that by their nature are to be satisfied at the Closing) have been satisfied or waived, or adversely impact Parent’s or Acquisition Sub’s ability Parent and Merger Sub shall use their reasonable best efforts to cause the Financing Parties thereunder to comply with their respective obligations thereunder, including to fund the Debt Financing. Each of Parent and Merger Sub shall use its reasonable best efforts to comply with its respective obligations, and enforce its rights respective rights, under the Debt Commitment Letter). Parent Letters and Acquisition Sub shall promptly deliver to the Company true Definitive Agreements in a timely and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a)diligent manner.

Financing. Guarantor has delivered to the Company true, complete and correct copies of the executed commitment letter, dated as of the date hereof, from the Debt Financing Sources and the executed fee letter (awith only the amounts or fees, “pricing flex” and economic terms therein redacted) Parent associated therewith (such commitment letter, including all exhibits, schedules, annexes, supplements, amendments and Acquisition joinders thereto and the fee letter, including all exhibits, schedules, annexes, supplements, amendments and joinders thereto, collectively, the “Debt Financing Commitments”), pursuant to which the Debt Financing Sources party thereto have committed, on the terms and subject to the conditions set forth therein, to lend the amounts set forth therein (the “Debt Financing”) for the purposes of financing the transactions contemplated by this Agreement and related fees and expenses. None of Purchaser, Merger Sub, Guarantor or any of their respective Affiliates has entered into any agreement, side letter or arrangement relating to the Debt Financing that would be prohibited by Section 6.8(a) of this Agreement. The Debt Financing Commitments represent a valid, binding and enforceable obligation of Purchaser and, to the knowledge of Purchaser, each other party thereto, enforceable against such party in accordance with its terms, subject to the applicable Enforceability Exceptions. Guarantor, Purchaser and the Merger Sub shall not permit any amendment, modification, supplement, have fully paid (or replacement caused to be made to, paid) any and all commitment fees and other amounts that are due and payable on or any waiver prior to the date of any provision or remedy under, this Agreement in connection with the Debt Commitment Letter Financing. No event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the consent part of Purchaser, Merger Sub or Guarantor or, to the Company if such amendmentknowledge of Purchaser, modificationMerger Sub or Guarantor, supplementany other party thereto under the Debt Financing Commitments, replacement or waiver (i) reduces (which would or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financingexpected, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect such case, to prevent or (iv) would reasonably be expected to (A) materially delay, prevent, or impede delay the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) financing described therein or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub transactions contemplated by this Agreement. There are no conditions precedent related to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the full amount of the Debt Financing (or satisfaction of the conditions to other than as expressly set forth in the Debt Financing) Financing Commitments. Purchaser will have at Closing sufficient cash on hand or other sources of immediately available funds sufficient to consummate the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of transactions contemplated by this Agreement, references including to “Debt Financing” shall include pay the Aggregate Adjusted Closing Consideration and the fees and expenses of or payable by Purchaser, Merger Sub and Guarantor related to the transactions contemplated hereby. Purchaser affirms that it is not a condition to Closing or to any of its obligations under this Agreement that Purchaser obtains financing for the transactions contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a)Agreement.

Financing. (a) Parent and Acquisition Sub shall not permit any amendment, modification, supplement, or replacement to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter without the consent of the Company if such amendment, modification, supplement, replacement or waiver (i) reduces (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver Purchaser has delivered to the Company true and complete complete, fully executed copies of any such amendment(a) executed commitment letter(s) (as the same may be amended in accordance with Section 8.07, modification the "Financing Commitments"), pursuant to which the lenders party thereto have agreed, subject to the terms and conditions thereof, to provide or replacementcause to be provided the debt amounts set forth therein (the "Financing") (which may include up to $600,000,000 in bridge financing to be utilized in the event and to the extent the placement of high yield debt securities in a comparable amount (the "High-Yield Financing") is not consummated) and (b) the fee letter referred to in the Financing Commitment (provided that fee amounts, market flex and other terms may be redacted in a customary manner (but none of which redacted provisions adversely affect the availability of, impose additional conditions on, impair the validity of, or prevent or delay the consummation of, the Financing at the Closing)). For purposes As of the date of this Agreement, references none of the Financing Commitments has been amended or modified and no such amendment or modification is contemplated (except as permitted by Section 8.07), and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of Purchaser and, to “Debt Financing” shall include the financing knowledge of Purchaser, the other parties thereto (except to the extent that enforceability may be limited by the applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors' rights generally or by general principles of equity). There are no conditions precedent related to the funding of the full amount of the Financing other than as set forth in or contemplated by the Debt Commitment Letter as permitted Financing Commitments. As of the date of this Agreement, no event has occurred that (with or without notice or lapse of time, or both) would constitute a breach or default under the Financing Commitments by Purchaser or, to the knowledge of Purchaser, any other party thereto. As of the date of this Agreement, assuming the satisfaction of the conditions contained in Sections 3.01 and 3.02, Purchaser does not have any reason to believe that it will be unable to satisfy on a timely basis any term or condition to be amended satisfied by it and contained in the Financing Commitments. Purchaser has fully paid any and all commitment fees or modified other fees required by the terms of the Financing Commitments to be paid on or before the date of this Agreement. Subject to the terms and conditions of the Financing Commitments and subject to the satisfaction of the conditions contained in Sections 3.01 and 3.02, the aggregate proceeds contemplated by the Financing Commitments will be sufficient for Purchaser to consummate the purchaser referred to in Section 2.01 of this Agreement upon the terms contemplated by this Section 7.13(a) Agreement and references pay all related fees and expenses (the "Required Amounts"). Purchaser expressly acknowledges and agrees that its obligation to “Definitive Financing Agreements” consummate the transactions contemplated by this Agreement is not subject to any condition or “Debt Commitment Letter” shall include such documents as amended contingency with respect to any financing or modified in accordance with this Section 7.13(a)funding by any third party.

Financing. Acquiror has delivered to the Company a true and complete copy of a fully executed commitment letter (a) Parent the “Debt Commitment Letter”), dated as of the date hereof, from J.X. Xxxxxx Securities Inc. and Acquisition Sub shall not permit any amendmentBanc of America Securities LLC (such institutions, modification, supplement, or replacement the “Arrangers”). Pursuant to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter without and subject to the consent terms and conditions contained therein (including the exhibits thereto), the Arrangers have committed to provide US$1,250,000,000 in aggregate principal amount of debt financing for the purposes set forth therein (the “Financing”) to Acquiror at the Effective Time (the “Debt Commitment ”). The obligations to fund the full amount of the Company if such amendmentFinancing under the Debt Commitment Letter are not subject to any condition precedents (including pursuant to any “flex” provisions) other than those expressly set forth in the Debt Commitment Letter. As of the date hereof, modification, supplement, replacement or waiver (i) reduces no event has occurred which would constitute a breach or default (or an event which with notice or lapse of time or both would reasonably be expected to have constitute a default) on the effect part of reducing) the aggregate amount of Acquiror under the Debt FinancingCommitment Letter or, to the actual knowledge of Acquiror, any other party to the Debt Commitment Letter, and (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies subject to the Company’s compliance with its obligations under this Agreement, Acquiror does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing or any other funds necessary to pay the aggregate Acquisition Consideration pursuant to the Acquisition and to make all other necessary payments (including related fees and expenses) by Acquiror in connection with the Acquisition, including the repayment of any indebtedness required to be repaid, and the payment of all fees and expenses reasonably expected to be incurred, in connection with the transactions contemplated by this Agreement, will not be available to Acquiror on the Closing Date. As of the date hereof, the Debt FinancingCommitment Letter is in full force and effect and constitutes the legal, (iii) would modify valid and binding obligation of each of Acquiror and, to the confidentiality provisions knowledge of Acquiror, the other parties thereto. The Debt Commitment Letter has not been amended, restated or otherwise modified or waived prior to the date of this Agreement, the respective commitments contained in the Debt Commitment Letter have not, to the knowledge of Acquiror, been withdrawn, modified or rescinded in any respect prior to the date of this Agreement, and the financing and other fees that are due and payable on or before the date of this Agreement under the Debt Commitment Letter have been paid in full. Subject to the terms and conditions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delayLetter, prevent, or impede assuming for purposes of this representation the funding accuracy of the Debt Financing (or satisfaction of Company’s representations and warranties contained in Section 4.05(a) and assuming compliance by the conditions to the Debt Financing) or the consummation of the OfferCompany with its covenants set forth in Section 6.01, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub net funds contemplated to enforce its rights against the other parties be received pursuant to the Debt Commitment Letter or Letter, together with other financial resources of Acquiror, including cash on hand on the Definitive Financing Agreements Closing Date, will be sufficient to pay the cash portion of the aggregate Acquisition Consideration pursuant to the Acquisition and to make all other necessary payments (as defined belowincluding related fees and expenses) (provided that Parent by Acquiror in connection with the Acquisition, including the repayment of any indebtedness required to be repaid, and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not payment of all fees and expenses reasonably be expected to materially delaybe incurred, prevent, or impede in connection the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of transactions contemplated by this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a).

Financing. (a) Parent and Acquisition Sub shall not permit any amendment, modification, supplementuse its reasonable best efforts to take, or replacement cause to be made totaken, all actions and to do, or any waiver of any provision cause to be done, all things necessary, advisable or remedy under, proper to consummate and obtain the Financing on the terms and conditions described in the Debt Commitment Letter without by the consent of the Company if such amendmentClosing, modification, supplement, replacement or waiver including using reasonable best efforts to (i) reduces (or would reasonably be expected to have the maintain in effect of reducing) the aggregate amount of and comply in all material respects with its obligations under the Debt FinancingCommitment Letter, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the satisfy on a timely basis all conditions to the Debt Financing, (iii) would modify funding of the confidentiality provisions of Financing set forth in the Debt Commitment Letter or the definitive financing agreements and (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Debt Commitment Letter (including after giving effect to any “market flex” provisions in connection with the Financing) or, if available, on other terms that are acceptable to Parent and would not adversely affect in any material respect (including with respect to timing and conditionality) the ability of Parent, OpCo and Merger Sub to consummate the transactions contemplated herein (the “Debt Financing Agreements”). Parent shall keep the Company informed on a regular basis and in reasonable detail of the status of its efforts to arrange the Financing. Without limiting the effect of the foregoing, Parent shall give the Company prompt notice of (i) any material breach or (iv) would reasonably be expected default by any other party to (A) materially delay, prevent, the Debt Commitment Letter or impede the funding of the Debt Financing Agreements of which Parent becomes aware, (ii) the receipt of any written notice or satisfaction of the conditions other written communication with respect to any actual or potential breach, default, termination or repudiation by any party to the Debt Financing) Commitment Letter or the consummation of the Offer, the Merger and the other Transactions any Debt Financing Agreement or (B) adversely impact the ability of Parent any provision thereof or Acquisition Sub to enforce its rights against the other any material dispute or disagreement between or among any parties to the Debt Commitment Letter or any Debt Financing Agreement with respect to the Definitive obligations to fund the Financing Agreements or the amount of the Financing to be funded at the Closing, and (as defined belowiii) (provided that Parent and Acquisition Sub may amend the expiration or replace termination for any reason of the Debt Commitment Letter to add or replace lenders, arrangers the commitments thereunder or similar entities so long as such action would not reasonably be expected to materially delay, prevent, if for any reason all or impede the funding any portion of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a)becomes unavailable.

Financing. (a) Parent and Acquisition Sub shall not permit any amendment, modification, supplementuse its commercially reasonable efforts to take, or replacement cause to be made totaken, all actions and to do, or any waiver of any provision cause to be done, all commercially reasonable things necessary, proper or remedy underadvisable to arrange the Financing on the terms and conditions described in the Financing Letters, the Debt Commitment Letter without the consent of the Company if such amendment, modification, supplement, replacement or waiver including using commercially reasonable efforts to (i) reduces (or would reasonably be expected to have maintain in effect the effect of reducing) the aggregate amount of the Debt FinancingFinancing Letters, (ii) imposes new or additional satisfy on a timely basis all conditions or otherwise expands or adversely amends or modifies any of applicable to Parent and Merger Sub to obtaining the conditions to the Debt FinancingFinancing set forth therein, (iii) would modify enter into definitive agreements with respect thereto on or before the confidentiality provisions of Closing Date on the Debt Commitment Letter terms and conditions contemplated by the Financing Letters or on other terms as Parent determines reasonably and in any good faith are not materially less beneficial to Merger Sub, including with respect or to conditionality, and (iv) would reasonably be expected consummate the Financing at or prior to (A) materially delay, prevent, or impede Closing. In the funding event any portion of the Debt Financing (or satisfaction of becomes unavailable on the terms and conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of contemplated in the Debt Financing (or satisfaction Letters, Parent shall use its commercially reasonable efforts to arrange to obtain alternative debt financing from alternative sources in an amount sufficient to consummate the transactions contemplated by this Agreement on terms Parent determines reasonably and in good faith are not materially less beneficial to Merger Sub as promptly as practicable following the occurrence of such event. At the Company’s request, Parent shall keep the Company reasonably informed with respect to all material activity concerning the status of the conditions Financing and shall give the Company prompt notice of any material adverse change with respect to the Debt Financing. Without limiting the foregoing, Parent agrees to notify the Company promptly, and in any event within two (2) or the consummation of the Offerbusiness days, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver if at any time prior to the Company true and complete copies of Closing Date (i) any Financing Letter shall expire or be terminated for any reason or (ii) any financing source that is a party to any Financing Letter notifies Parent or Merger Sub that such amendment, modification source no longer intends to either provide or replacement. For purposes of this Agreement, references underwrite financing to “Debt Financing” shall include Merger Sub on the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a)material terms set forth therein.

Financing. (a) Parent and Acquisition Sub shall use their reasonable best efforts and do all things necessary or advisable to arrange and obtain the Financing as soon as reasonably practicable and, in any event, not permit any amendment, modification, supplement, or replacement later than the date and time the Closing is required to be made toeffected in accordance with Section 1.02, or any waiver on the terms and conditions (including, to the extent applicable, the “flex” provisions) described in the Financing Commitments (for purposes of any provision or remedy underthis Section 5.07, the Financing Commitments and the Debt Commitment Letter shall include any Fee Letter), including using reasonable best efforts to (i) enter into definitive agreements with respect to the Financing Commitments on the terms and conditions (as such terms may be modified or adjusted in accordance with the terms of, and within the limits of the flex provisions contained in any Fee Letter) contemplated by the Debt Commitment Letter (the “Definitive Debt Financing Agreements”), (ii) satisfy on a timely basis all terms, conditions and covenants, including with respect to the payment of any commitment, engagement or placement fees, applicable to Parent or Sub in the Financing Commitments and the Definitive Debt Financing Agreements, (iii) consummate and cause the Financing Sources to consummate the Financing at or prior to Closing, (iv) enforce their rights under the Financing Commitments and the Definitive Debt Financing Agreements, including by affirmatively bringing lawsuits or other proceedings and (v) cause the Marketing Period to expire as promptly as possible. Parent and Sub shall not agree to any amendments or modifications to, or grant any waivers of, any condition or other provision under the Financing Commitments or the definitive agreements relating to the Financing without the prior written consent of the Company if such amendment, modification, supplement, replacement or waiver (i) reduces (or would reasonably be expected to have the effect of reducing) the aggregate amount including any amendment of the Debt Financing, (ii) imposes new Financing Commitments or additional conditions or otherwise expands or adversely amends or modifies any of the conditions definitive agreements relating to the Debt FinancingFinancing to add lenders, (iii) would modify the confidentiality provisions of lead arrangers, bookrunners, syndication agents or any person with similar roles or titles who had not executed the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding as of the date hereof). Parent and Sub shall use their reasonable best efforts to maintain in effect the Financing Commitments (including any Definitive Debt Financing (Agreements) until the Transactions are consummated. Neither Parent nor Sub shall release or satisfaction consent to the termination of the conditions to the Debt Financing) or the consummation obligations of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to Lenders under the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a).

Financing. (a) Parent and Acquisition Merger Sub shall not permit any amendment, modification, supplementuse reasonable best efforts to take, or replacement cause to be made totaken, all actions, and shall use reasonable best efforts to do, or any waiver cause to be done, all things necessary, proper or advisable to obtain the proceeds of any provision or remedy under, the Financing on the terms and conditions described in the Debt Commitment Letter without (including, as necessary, the consent of “flex” provisions contained in any related fee letter) as promptly as possible but in any event prior to the Company if such amendmentdate upon which the Merger is required to be consummated pursuant to the terms hereof, modification, supplement, replacement or waiver including by using its reasonable best efforts to (i) reduces maintain in effect the Debt Commitment Letter and comply with its obligations thereunder in all material respects, (or ii) negotiate definitive agreements with respect to the Financing (the “Definitive Agreements”) consistent with the terms and conditions contained in the Debt Commitment Letter (including, as necessary, the “flex” provisions contained in any related fee letter) or, if available, on other terms that (A) are acceptable to Parent in its sole discretion, (B) would not reasonably be expected to have delay (taking into account the effect of reducing) the aggregate amount expected timing of the Debt Financing, (iiMarketing Period) imposes new or additional conditions or otherwise expands or adversely amends or modifies any affect the ability of Parent to consummate the conditions to the Debt Financingtransactions contemplated hereby and (C) would otherwise be permitted by Section 5.12(b) and comply with its obligations thereunder, and (iii) would modify taking into account the confidentiality provisions expected timing of the Marketing Period, satisfy (or, if reasonably required to obtain the Financing, seek the waiver of) on a timely basis all conditions in the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact Definitive Agreements that are within the ability control of Parent or Acquisition Sub to enforce and its rights against Subsidiaries. In the other parties to event that all conditions contained in the Debt Commitment Letter or the Definitive Financing Agreements (as defined belowexcept those that, by their nature, are to be satisfied at the Closing) (provided that have been satisfied or waived, Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver use their reasonable best efforts to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a).cause the

Financing. (a) Parent Seller and Acquisition Sub each Target Company agrees to use its commercially reasonable efforts to take all actions reasonably requested or required in connection with the Debt Financing and to use its commercially reasonable efforts to provide, as promptly as reasonably practicable, such assistance, cooperation, financial, business or other information and documents (and to cause each Group Company to use its commercially reasonable efforts to cause its and their respective personnel and advisors to use their respective commercially reasonable efforts to provide such assistance, cooperation, financial, business or other information and documents) as is reasonably requested by or on behalf of Purchaser in connection with the Debt Financing. Such commercially reasonable efforts to provide such assistance, cooperation, financial, business or other information and documents shall include, but not permit any amendment, modification, supplement, or replacement to be made limited to, or any waiver of any provision or remedy under, the Debt Commitment Letter without the consent each of the Company if such amendment, modification, supplement, replacement or waiver following: (i) reduces participation in, and assistance with, the Marketing Efforts (or would reasonably be expected to have the effect of reducingincluding furnishing (x) the aggregate amount financial information required pursuant to the Debt Financing Commitment Letter and (y) such financial and other information as may be reasonably requested by Purchaser in connection with Purchaser’s preparation of the pro forma financial statements required by the Debt FinancingFinancing Commitment Letter; provided, that Seller and the Target Companies shall only be obligated to deliver any such financial information referred to in clause (y) to the extent the same may be reasonably obtained from the books and records of the Group Companies without undue effort or expense), (ii) imposes new execution of the Ancillary Financing Documents, so long as such documents shall not become effective until the Closing or additional conditions thereafter, (iii) reasonable assistance by the Group Companies’ senior management team in connection with Purchaser’s negotiation of the Debt Financing Documents, and (iv) obtaining and delivering the Company Existing Credit Agreement Payoff Letter. Seller and the Target Companies hereby consent to the use of all of the Group Companies’ logos in connection with the Debt Financing; provided, that such logos are used solely in a manner that is not intended to, and is not reasonably likely to, harm or otherwise expands disparage the Group Companies, or adversely amends the reputation or modifies goodwill of the Group Companies and such materials are not used in any way in connection with the marketing or sale of any products or services (other than the Debt Financing). Notwithstanding any other provision of this Agreement or this Section 6.22(a) to the contrary, (x) no Group Company nor any of their respective personnel or advisors shall be required to provide any such assistance which would unreasonably interfere with the ongoing operations of the Group Companies and (y) nothing in this Section 6.22(a) shall require any such cooperation to the extent that it would (A) require the Group Companies or any of their representatives, as applicable, to (1) (I) waive or amend any terms of this Agreement or (II) agree to pay any commitment or other fees or reimburse any expenses, or incur any liability or give any indemnities, in each case, to the extent payable prior to the Closing and not subject to reimbursement obligations pursuant to this Section 6.22(a), (2) commit to take any action that would subject any of the conditions Group Companies to any liability (including the payment of any commitment or other similar fee in connection with the Debt Financing that is not subject to reimbursement obligations pursuant to this Section 6.22(a) or the execution or performance of any agreement with respect to the Debt Financing) that is not contingent upon the Closing or (3) adopt or approve resolutions or consents to authorize the execution of any documents for the Debt Financing or execute or deliver any agreements, certificates or instruments in connection with the Debt Financing (or any alternative financing contemplated by Section 6.22(b)) at or prior to the Closing Date, in each case, unless the relevant directors or officers will continue in such positions (or similar positions) after the Closing, and in each case, such documents shall not become effective until the Closing or thereafter, (B) require a Group Company to take any action that will conflict with or violate any applicable Governing Documents of such Group Company or any Laws or result in a violation or breach of, or default under, any Contract to which a Group Company is a party (other than any Contract which was or is created or entered into (or the applicable provision of which was or is included therein) in contemplation of avoiding, or with the intent to avoid, any action that would otherwise be required under this Section 6.22), (C) result in any officer or director of a Group Company incurring any personal liability (other than liability arising under applicable Law in connection with resolutions or consents by officers or directors which are subject to the occurrence of the Closing and passed by directors or officers continuing in their positions following the Closing), with respect to any matters relating to the Debt Financing, (iiiD) require a Group Company to make any representations, warranties or certifications as to which, after the Group Companies’ use of reasonable efforts to cause such representation, warranty or certification to be true, such Group Company has determined such representation, warranty or certification is not true, (E) require a Group Company to enter into any financing or purchase agreement for the Debt Financing that would modify be effective prior to the confidentiality provisions Closing Date (other than customary authorization letters), (F) require the execution of landlord waivers, leasehold mortgages, bailee waivers, estoppels or other similar agreements limiting the rights of such third parties, in each case, prior to the Closing, (G) involve consenting to the pre-filing of UCC-1s or any other grant of Liens or other encumbrances prior to the Closing, (H) require the giving of representations or warranties to any third parties to the extent made prior to the Closing (except to the extent included in customary authorization letters) or the indemnification of third parties to the extent effective prior to the Closing, (I) require the delivery of any projections or pro forma financial information to any third parties (other than such financial and other information as may be reasonably requested by Purchaser to assist Purchaser in its preparation of the pro forma financial statements required by the Debt Financing Commitment Letter Letter), (J) require the delivery of any financial statements in any respect a form or subject to a standard different than those provided to Purchaser on or prior to the date hereof (except to the extent such financial statements may be reasonably obtained from the books and records of the Group Companies without undue effort or expense), or (ivK) except as expressly set forth in this Section 6.22(a), deliver or cause the delivery of any legal opinions or accountants’ cold comfort letters or reliance letters. Notwithstanding anything to the contrary set forth herein, Purchaser agrees that the effectiveness of any documents executed by or on behalf of the Group Companies in connection with the Debt Financing (other than customary authorization letters) shall be subject to, and not effective until, the consummation of the Closing and no liability or obligation of the Group Companies or any of their representatives, in each case under any agreement entered into in connection with the Debt Financing (other than customary authorization letters) shall be effective until the Closing Date. Further, such assistance shall not include any actions that Seller reasonably believes would reasonably (i) result in a violation of any confidentiality arrangement or material agreement or the loss of any legal or other privilege or (ii) cause any representation or warranty in this Agreement to be expected breached or cause the failure of any condition to Closing set forth in Article 7 to be satisfied. Subject to Section 8.3, all such assistance referred to in this Section 6.22 shall be at Purchaser’s request with reasonable prior notice and at Purchaser’s sole cost and expense (Aincluding reasonable and documented out-of-pocket attorney’s fees and disbursements) materially delayand Purchaser shall, preventupon written request by Seller, promptly reimburse Seller and the Group Companies for any such reasonable and documented out-of-pocket costs and expenses as incurred; provided, that Purchaser shall not be required to reimburse Seller and the Group Companies for any costs and expenses incurred with respect to the financial statements, financial information or other materials prepared prior to the date hereof that may be used in connection with the Debt Financing. Such assistance shall not require Seller, the Group Companies, nor any of their Affiliates to agree to any contractual obligation relating to the Debt Financing that is not expressly conditioned upon the consummation of the transactions contemplated hereby and that does not terminate without liability to Seller, the Group Companies, or impede any of their Affiliates upon the funding termination of this Agreement. Other than with respect to customary authorization letters (which shall include, for avoidance of doubt, confirmations in connection with the Marketing Material with respect to presence or absence of material non-public information and material accuracy of the information contained therein), neither Seller, the Group Companies nor any of their Affiliates shall be required to make any representation or warranty in connection with the Debt Financing or the Marketing Efforts prior to the Closing Date. Neither Seller, the Group Companies nor any of their Affiliates shall have any obligations under this Section 6.22 following the consummation of the transactions contemplated hereby. Purchaser shall indemnify and hold harmless Seller, the Group Companies and their respective Affiliates, directors, officers, employees and agents from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred in connection with the arrangement of the Debt Financing (or satisfaction of any assistance or activities provided in connection therewith; provided, that the conditions foregoing shall not apply to the Debt Financingextent that such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (A) or result from the consummation actual and intentional fraud of the Offer, the Merger and the other Transactions Seller in respect of such information or (B) adversely impact result from the ability bad faith, gross negligence or willful misconduct of Parent Seller or Acquisition Sub any of its respective employees, agents or representatives. All non-public or otherwise confidential information regarding the Group Companies and their business obtained by Purchaser or its Debt Financing Sources pursuant to enforce its rights against this Section 6.22 shall be kept confidential in accordance with the Confidentiality Agreement, except that such information may be disclosed to “private side” lenders that agree to customary confidentiality obligations in connection with Marketing Efforts. Notwithstanding any other parties provision of this Agreement to the Debt Commitment Letter or contrary, it is understood and agreed by the Definitive Financing Agreements (parties that the conditions set forth in Section 7.2(b), as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter applied to add or replace lendersSeller’s obligations under this Section 6.22(a), arrangers or similar entities so long as such action would not reasonably shall be expected deemed to materially delay, prevent, or impede the funding of be satisfied unless the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Financing Commitment Letter has not been obtained as permitted to be amended or modified by a result of Seller’s intentional and material breach of its obligations under this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a6.22(a).

Financing. (a) Parent Each of CWT and Acquisition Merger Sub shall use its reasonable best efforts to obtain the funding contemplated by each of the Financing Letters on terms and conditions no less favorable to CWT and Merger Sub than the terms set forth in the Financing Letters. In the event that at any time funds are not or have not been made available pursuant to any of the Financing Letters, each of CWT and Merger Sub shall use its reasonable best efforts to obtain alternative funding in an amount at least equal to the amount necessary to consummate the Merger; provided, however, that CWT and Merger Sub shall not permit any amendment, modification, supplement, or replacement be obligated to be made to, or any waiver of any provision or remedy under, obtain alternative financing other than alternative financing (in an amount no less than the amounts specified in the Debt Commitment Letter without Letters) from a globally recognized banking and lending institution on terms and conditions substantially similar to the consent of terms and conditions contained in the Company if such amendmentDebt Commitment Letters. Following the date hereof, modification, supplement, replacement or waiver (i) reduces CWT and Merger Sub shall not agree to any amendment or modification of any term or condition of any of the Financings without the prior written consent of Navigant (such consent not to be unreasonably withheld or delayed) if such amendment or modification would reasonably be expected to have the effect of reducing) the aggregate amount prevent or materially delay consummation of the Debt Financing, transactions contemplated by this Agreement or any of the Financings and (ii) imposes new CWT shall disclose promptly to Navigant any termination or additional conditions or otherwise expands or adversely amends or modifies cancellation of any of the conditions Financings and any information that becomes known to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in CWT or Merger Sub regarding any respect facts or (iv) circumstances that would reasonably be expected to (A) prevent or materially delay, prevent, or impede the funding delay any of the Debt Financing (Financings or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of transactions contemplated by this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a).

Financing. (a) Parent Purchaser shall use its commercially reasonable efforts to take, or cause to be taken, all actions and Acquisition Sub to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Financing on the terms and conditions described in the Financing Commitments, including commercially reasonable efforts to (i) maintain in effect the Financing Commitments, (ii) satisfy on a timely basis all conditions applicable to Purchaser to obtaining the Financing, (iii) negotiate definitive agreements with respect thereto on terms and conditions contained in the Financing Commitments or other terms that would not materially and adversely impact the ability of Purchaser to timely consummate the transactions contemplated hereby and (iv) consummate the Financing at or prior to the Closing (including by enforcing all of its rights under the Financing Commitments). Purchaser shall not agree to or permit any amendment, modification, supplementsupplement or other modification of, or replacement to be made towaive any of its rights under, any Financing Commitment or any waiver of any provision or remedy underdefinitive agreements related to the Financing, the Debt Commitment Letter in each case, without the Sellers’ prior written consent of the Company if (which consent shall not be unreasonably withheld or delayed), except any such amendment, modification, supplement, replacement supplement or waiver other modification to the Financing Commitments that would not (iA) reduces (or would reasonably be expected to have the effect of reducing) materially reduce the aggregate amount of the Debt FinancingFinancing below that amount required to consummate the purchase of the Shares and the other transactions contemplated by this Agreement, (iiB) imposes new materially adversely amend or additional conditions or otherwise expands or adversely amends or modifies expand any of the conditions to funding the Debt FinancingFinancing that are contained in the Financing Commitments, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (ivC) would reasonably be expected to (A) prevent or materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter Financing or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter)transactions contemplated by this Agreement. Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of Upon any such amendment, supplement or modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified Commitments in accordance with this Section 7.13(a)6.17, Purchaser shall provide a copy thereof to the Sellers and the term “Financing Commitments” shall mean the Financing Commitments as so amended, supplemented or modified.

Financing. (a) Parent Purchaser and Acquisition Merger Sub shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and consummate the Debt Financing (or the permanent financing contemplated by the Debt Financing Commitments or an alternative source of debt financing, in each case in lieu thereof) on the terms and conditions described in or contemplated by the Debt Financing Commitments (including complying with any request exercising so-called “flex” provisions), including using reasonable best efforts to satisfy on a timely basis all conditions to funding in the Debt Financing Commitments or with respect to such permanent financing contemplated by the Debt Commitment Letters or an alternative source of debt financing and enforcing all of its rights under or with respect to the Debt Financing Commitments or any alternative source of debt financing. Purchaser and the Merger Sub shall not permit (without the prior written consent of the Company) consent or agree to any amendment, modification, supplement, amendment or replacement to be made modification to, or any waiver of any provision or remedy under, the Debt Commitment Letter without Financing Commitments or the consent of definitive agreements relating to the Company Debt Financing, or enter into any other agreement or arrangement with respect to alternative financing, if such amendment, modification, supplement, replacement modification or waiver or other agreement or arrangement (i) reduces (or would reasonably be expected to have the effect of reducing) decreases the aggregate amount of the Debt FinancingFinancing to an amount that, together with Purchaser’s and the Merger Sub’s cash on hand or available alternative financing commitments, would be less than an amount that would be required to fund the payment of the Aggregate Adjusted Closing Consideration and the fees and expenses of or payable by Purchaser and Merger Sub related to the transactions contemplated hereby or (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding receipt of the Debt Financing (or satisfaction of the conditions to permanent financing contemplated by the Debt FinancingFinancing Commitments or an alternative source of debt financing, in each case in lieu thereof) or otherwise consent or agree to any amendment or modification, or any waiver of any provision or any other agreement or arrangement that would or would reasonably be expected to prevent or materially delay the funding or financing described therein or the consummation of the Offertransactions contemplated by this Agreement; provided, that, for the avoidance of doubt Purchaser and the Merger Sub shall be permitted to consent or agree to any amendment or modification, or any waiver of any provision, under the Debt Financing Commitments if such amendment, modification or waiver solely extends the term of the Debt Financing Commitments or adds lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Financing Commitments as of the date hereof as parties thereto. Upon the Company’s request, Purchaser and the other Transactions Merger Sub shall keep the Company reasonably informed on a current basis and in reasonable detail of material developments in respect of the Debt Financing and the financing process relating thereto. Purchaser and the Merger Sub shall provide the Company prompt notice (x) of any breach or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties default by any party to the Debt Commitment Letter Financing Commitments (or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace permanent financing contemplated by the Debt Commitment Letter to add Financing Commitments or replace lendersan alternative source of debt financing, arrangers in each case in lieu thereof) or similar entities so long as such action definitive agreements related thereto of which Purchaser and the Merger Sub become aware that would not or would reasonably be expected to prevent or materially delay, prevent, or impede delay the funding of or financing described in the Debt Financing (or satisfaction of the conditions to the Debt Financing) Commitments or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of transactions contemplated by this Agreement, references and (y) if at any time for any reason Purchaser and the Merger Sub believes in good faith that it will not be able to “obtain all or any portion of the Debt Financing” shall include Financing on the financing terms and conditions contemplated by the Debt Commitment Letter Financing Commitments or definitive agreements related thereto. As soon as permitted reasonably practicable, Purchaser and the Merger Sub shall provide any information reasonably requested by the Company relating to be amended any circumstance referred to in clause (x) or modified by this Section 7.13(a(y) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a)of the immediately preceding sentence.

Financing. (a) Parent and Acquisition Sub shall not permit any amendmentSubject to the provisions hereinafter set forth, modificationLCI Parent, supplement, or replacement to be made to, or any waiver of any provision or remedy underHoldings, the Debt Commitment Letter without Trust and the consent of Purchaser agree that they shall use commercially reasonable efforts to assist Gaming and Gaming Holdings to arrange the Company if such amendmentGaming Financing, modification, supplement, replacement or waiver including (i) reduces with respect to LCI Parent and the Trust, to enter into (or would reasonably be expected to have A) a joint and several guaranty of performance and completion in connection with the effect Bank Debt, and (B) a joint and several guaranty of reducing) the aggregate amount performance and completion in favor of the Debt Financingholders of the Discount Notes and in favor of the Contingent Guarantor (as shall be defined therein) (collectively, the "COMPLETION GUARANTIES"); (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any with respect to LCI Parent and Holdings, to enter into a Keep Well Agreement (the "KEEP WELL AGREEMENT") with the providers of the conditions Bank Debt (the "BANK LENDERS") under which Holdings and LCI Parent shall jointly and severally covenant to the Debt Financing, make certain cash equity contributions to Gaming in certain circumstances; (iii) would modify with respect to LCI Parent, Holdings and the confidentiality provisions Trust, to enter into a contribution agreement (the "CONTRIBUTION AGREEMENT") pursuant to which (A) LCI Parent and the Trust shall agree to be obligated, notwithstanding the joint and several obligations of LCI Parent and the Debt Commitment Letter Trust stated in the Completion Guaranties, for such portion of any respect or liability incurred under the Completion Guaranties in the proportion of twenty-five percent for LCI Parent and seventy-five percent for the Trust, and (B) pursuant to which LCI Parent and Holdings shall agree to be obligated, notwithstanding the joint and several obligations of LCI Parent and Holdings stated in the Keep Well Agreement, for such portion of any liability incurred under the Keep Well Agreement in the proportion of twenty-five percent for LCI Parent and seventy-five percent for Holdings; and (iv) would reasonably be expected with respect to the Purchaser, LCI Parent, the Trust and Holdings, to enter into a tax indemnity agreement (the "Tax Indemnity Agreement") consistent with the terms of the Agreement entered into by the Purchaser, LCI Parent, the Trust and Holdings, dated as of January 29, 1998 pursuant to which the Trust and Holdings jointly and severally shall agree to indemnify on an after tax basis the Purchaser and LCI Parent, and each of them against various taxes, losses, costs or damages; PROVIDED that the terms and conditions of each of the Completion Guaranties, the Keep Well Agreement, the Contribution Agreement and the Tax Indemnity Agreement are satisfactory to LCI Parent, Holdings and the Trust, each in its respective sole discretion. In consideration of the foregoing, LCI Parent shall receive (x) an initial fee of $2.65 million and (y) a fee accruing from the Closing Date of one and one-half percent (1.5%) per annum of Gaming's average annual indebtedness with respect to that portion of the Bank Debt which is supported and enhanced by the Keep Well Agreement for each relevant twelve month period (or part thereof) (which amount shall reflect the extent, if any, by which the obligations under the Keep Well Agreement are reduced or eliminated under certain circumstances over time), which (A) materially delay, prevent, or impede the funding in respect of the Debt Financing (or satisfaction of fee accruing during the conditions period from the Closing Date to the Debt Financing) or Opening Date, shall be paid following the consummation Opening Date out of the Offer, the Merger First Available Proceeds and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding in respect of the Debt Financing (or satisfaction fee accruing during the period from and after the Opening Date shall be payable annually in arrears within thirty days after each twelve month anniversary of the conditions Opening Date, failing which Gaming Holdings shall pay such fee by issuing to LCI Series A Preferred Shares in the Debt Financing) or capital of Gaming Holdings at the consummation rate of one Series A Preferred Share for each $100 which is not paid at the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies end of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a)thirty day period.

Financing. The Purchaser has delivered to the Company complete and correct executed copies of the documents listed in Part I of Exhibit D and all other letters, agreements and other documents (acollectively, the "Debt Financing Documents") Parent issued to the Purchaser or to which the Purchaser is a party in connection with the debt financing of the Subject Transactions (the "Financing"). The Purchaser has also delivered to the Company complete and Acquisition Sub shall correct executed copies of the documents listed in Part II of Exhibit D and all other letters, agreements and other documents (collectively, the "Equity Financing Documents" and collectively with the Debt Financing Documents, the "Financing Documents") issued to the Purchaser or to which the Purchaser is a party in connection with the equity financing for the Subject Transactions (the "Equity Investment"). The Financing Documents are in full force and effect, are not permit subject to any amendmentconditions other than those contained therein, modificationand have not been amended or modified in any respect, supplement, or replacement all commitment fees required to be made topaid thereunder have been paid in full or will be duly paid in full when due, and no event has occurred which (with or any waiver without notice, lapse of any provision time or remedy under, both) would constitute a default thereunder on the Debt Commitment Letter without the consent part of the Company if such amendmentPurchaser or the Finance Parties, modification, supplement, replacement as the case may be. There are no facts and circumstances known to the Purchaser or waiver its Affiliates that any of them believes or has reason to believe is reasonably likely to (i) reduces (or would reasonably be expected to have prevent the effect of reducing) conditions described in the aggregate amount of the Debt FinancingFinancing Documents from being satisfied, (ii) imposes new prevent the Purchaser from receiving financing pursuant to the terms of the Financing Documents or additional conditions or otherwise expands or adversely amends or modifies (iii) make any of the conditions to or assumptions set forth in the Debt Financing, (iii) would modify Financing Documents unreasonable. The Finance Parties have not advised the confidentiality provisions Purchaser or any of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies Affiliates of any such amendment, modification or replacement. For purposes of this Agreement, references facts which cause them to “Debt Financing” shall include believe the financing contemplated by the Debt Commitment Letter as permitted to Financing Documents will not be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified consummated substantially in accordance with this Section 7.13(a)the terms thereof. Assuming satisfaction of all applicable conditions set forth in the Debt Financing Documents, at the Closing Date, the Purchaser will be capitalized with the Equity Investment, which, together with the proceeds from the Financing and available cash of the Purchaser, will provide sufficient funds to consummate the Subject Transactions.

Financing. (a) Parent The TWCable Parties shall use, and Acquisition Sub shall not permit any amendment, modification, supplement, or replacement to be made to, or any waiver of any provision or remedy under, cause the Debt Commitment Letter without the consent members of the Company if such amendmentTWCable Group to use, modification, supplement, replacement or waiver best efforts (i) reduces (to take, or would cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to enter into definitive documentation for one or more credit facilities on the terms and conditions set forth in the Bridge Commitment Papers, or on other terms reasonably be expected satisfactory to have the effect Board of reducing) the Directors of TWCable and reasonably satisfactory to TWX, in an aggregate amount of at least $9.0 billion (as such amount may be reduced from time to time in accordance with the Debt Financingterms and conditions of the Bridge Commitment Papers) (the “Special Dividend Financing Facility”), as soon as practicable following the execution of this Agreement and in any event prior to the payment of the Special Dividend and (ii) imposes new to deliver all necessary notices and to take, or additional conditions cause to be taken, all actions necessary to give effect to the borrowing under the Special Dividend Financing Facility. In the event that all or otherwise expands or adversely amends or modifies any portion of the Special Dividend Financing Facility becomes unavailable on the terms and conditions set forth in the Bridge Commitment Papers, TWCable shall promptly notify TWX and the TWCable Parties shall use reasonable best efforts to obtain any such unavailable portion from alternative sources (any such portion, the “Alternative Financing”), on terms and conditions no less favorable to the Debt FinancingTWCable Parties than those set forth in the Bridge Commitment Papers that will still enable the TWCable Parties to consummate the Special Dividend Financing Facility contemplated by this Agreement, (iii) would modify as soon as practicable following the confidentiality provisions occurrence of such event; provided, however, that, to the Debt extent the terms and conditions of any such Alternative Financing differ from the terms and conditions in the Bridge Commitment Letter Papers in any material respect or (iv) would it being agreed that “material” shall be deemed to include mandatory prepayment terms), such terms and conditions shall be reasonably be expected satisfactory to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter)TWX. Parent and Acquisition Sub TWCable shall promptly deliver to the Company TWX true and complete copies of all agreements pursuant to which any such amendment, modification or replacement. For purposes alternative source shall have committed to provide the TWCable Parties with any portion of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Special Dividend Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a)Facility.

Financing. (a) Parent On and Acquisition Sub after the date hereof and through the Closing Date, the Company shall not permit any amendmentprovide to Acquiror and Merger Sub, modification, supplement, or replacement to be made and shall cause the Company Affiliates to, or any waiver of any provision or remedy underand shall use its reasonable best efforts to cause the respective officers, the Debt Commitment Letter without the consent employees and advisors, including legal and accounting, of the Company if such amendmentand the Company Affiliates to, modificationprovide to Acquiror and Merger Sub all cooperation reasonably requested by Acquiror that is reasonably necessary, supplementproper or advisable in connection with the financing of the transactions contemplated by this Agreement (during normal business hours and upon reasonable advance notice; and so long as not unreasonably interfering with the business or operations of the Company or the Company Affiliates), replacement or waiver including: (i) reduces (or would participating in meetings, presentations, due diligence sessions and sessions with rating agencies, as Acquiror may reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financing, request; (ii) imposes new assisting the Acquiror with the preparation of materials for rating agency presentations, bank information memoranda, and similar documents necessary, proper or additional conditions advisable in connection with such financing or otherwise expands amendments thereto, all as Acquiror may reasonably request, provided, that any bank information memoranda or adversely amends similar document need not be prepared or modifies issued by the Company or any of the conditions Company Affiliate prior to the Debt Financing, Effective Time; (iii) would modify furnishing Acquiror and Merger Sub with (A) the confidentiality provisions financial and other information regarding the Company and the Company Affiliates specified on Schedule 1, and (B) such other financial and other information regarding the Company and the Company Affiliates as is customary for bank financings as may be reasonably required and requested by Acquiror; provided that, the parties agree that, anything in Article VI notwithstanding, compliance with clause (iii)(B) of this paragraph shall not be a condition to any party’s obligation to consummate the Debt Commitment Letter in any respect or transactions contemplated by this Agreement; and (iv) would reasonably execution of a customary representation letter (which may be expected to (Aqualified or limited, as circumstances require) materially delayin respect of information provided by the Company or the Company Affiliates in writing expressly for use in connection with such financing or the syndication thereof, prevent, or impede for the funding benefit of the Debt Financing (or satisfaction arrangers of the conditions financing and lenders and proposed lenders to the Debt Financing) or the consummation of the Offer, the Acquiror and/or Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as in such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a)financing.

Financing. (a) Parent Unless Purchaser has sufficient cash from other sources (including by reason of securities or bank financing transactions that do not include a provision of the type that would constitute a Prohibited Amendment) available to satisfy its cash payment obligations under this Agreement, from and Acquisition Sub after the execution hereof Purchaser shall not agree to nor permit any termination, amendment, modificationreplacement, supplement or other modification of, or waiver of any of its rights under, the Commitment Letter without Seller’s prior written consent to the extent such termination, amendment, replacement, supplement, or replacement to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter without the consent of the Company if such amendment, modification, supplement, replacement modification or waiver would (i) reduces add new conditions (or would reasonably be expected modify in a manner adverse to have Purchaser any existing condition) to the effect of reducing) the aggregate amount consummation or availability of the Debt FinancingFinancing as compared to those in the Commitment Letter as of the date hereof, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any reduce the amount of the conditions Financing such that the aggregate funds that would be available on the Closing Date, together with other immediately available financial resources of Purchaser, would not be sufficient to pay the Debt FinancingClosing Purchase Price, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact affect the ability of Parent or Acquisition Sub Purchaser to enforce its rights against the other parties to the Debt Commitment Letter as so amended, replaced, supplemented or otherwise modified or waived, relative to the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace ability of Purchaser to enforce their rights against such parties to the Debt Commitment Letter to add as in effect on the date hereof or replace lenders, arrangers or similar entities so long as such action would not (iv) reasonably be expected to materially delay, prevent, materially delay or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or materially impair the consummation of the Offer, the Merger Sale and the other Transactionstransactions contemplated hereby (the foregoing clauses (i) through (iv), collectively, the “Prohibited Amendments”); provided that, for the avoidance of doubt, the Commitment Letter may be amended or adversely impact Parent’s supplemented to add lenders, lead arrangers, underwriters, bookrunners, syndication agents or Acquisition Sub’s ability to enforce its rights under similar entities that had not executed the Debt Commitment Letter)Letter as of the date hereof. Parent and Acquisition Sub Purchaser shall promptly deliver to the Company Seller true and complete copies of any such amendment, replacement, supplement or other modification or replacementwaiver of the Commitment Letter. Notwithstanding anything set forth herein to the contrary, Purchaser shall have the right to substitute the proceeds of securities or bank financing transactions that do not include a provision of the type that would constitute a Prohibited Amendment for all or any portion of the Financing contemplated by the Commitment Letter by reducing and/or terminating the commitments under the Commitment Letter. For purposes of this Agreementhereof, references to (1) the term “Debt Financing” shall be deemed to include the financing contemplated by the Debt Commitment Letter as permitted to be amended amended, replaced, supplemented, modified or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified waived in accordance with this Section 7.13(a6.22 (including any Alternative Financing), and (2) the term “Commitment Letter” shall be deemed to include the Commitment Letter as may be amended, replaced, supplemented, modified or waived in accordance with this Section 6.22 and any commitment letters related to any Alternative Financing.

Financing. (a) Parent Buyer shall use its commercially reasonable efforts to (i) arrange and Acquisition Sub obtain the Financing on the terms and conditions described in the Commitment Letters; (ii) enter into definitive agreements with respect thereto on the terms and conditions reflected in the Commitment Letters or on other terms no less favorable in any material respect in the aggregate to Buyer, which agreements shall be in effect no later than the Closing; (iii) satisfy on a timely basis all conditions applicable to Buyer in such definitive agreements that are within its control and (iv) consummate the Financing no later than the Closing. In the event that any portion of the Financing becomes unavailable in the manner or from the sources contemplated in the Commitment Letters, (A) Buyer shall promptly notify Seller, (B) Buyer shall use its commercially reasonable efforts to arrange to obtain alternative financing from alternative sources as promptly as practicable following the occurrence of such event but in no event later than the last day of the Marketing Period, including entering into definitive agreements with respect thereto (such definitive agreements entered into pursuant to this Section 5.14 being referred to as the “Financing Agreements”). For the avoidance of doubt, in the event that (i) all or any portion of the Financing structured as high yield financing has not permit any amendmentbeen consummated; (ii) all conditions set forth in Articles 6 and 7 hereof have been satisfied or waived (other than conditions that are satisfied by action taken at the Closing); and (iii) the bridge facilities contemplated by the Commitment Letters or the fee letter thereto are available on terms and conditions described in the Commitment Letters, modification, supplementthen Buyer shall agree to use the bridge facility contemplated by the Commitment Letters governing the debt Financing (the “Debt Commitment Letters”), or replacement the fee letter thereto, if necessary, to replace such high yield financing no later than the last date of the Marketing Period. In furtherance of the provisions of this Section 5.14, one or more Debt Commitment Letters may be made toamended, amended and restated, supplemented or any waiver of any provision otherwise modified or remedy undersuperseded to add one or more lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Debt Commitment Letter without the consent Letters as of the Company if such amendmentdate hereof, modificationto increase the amount of indebtedness or otherwise replace one or more facilities with one or more new facilities, supplementto replace or otherwise modify the Debt Commitment Letters, replacement or waiver otherwise (the “New Debt Financing Commitments”), provided that the New Debt Financing Commitments shall not (i) reduces adversely amend the conditions to the Financing set forth in the Debt Commitment Letters (or would the “Debt Financing”), in any material respect, (ii) reasonably be expected to have delay or prevent the effect of reducingClosing, or (iii) reduce the aggregate amount of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a).available Debt

Financing. (a) Parent During the period commencing on the date of this Agreement and Acquisition Sub terminating on the earlier to occur of the Closing and the termination of this Agreement pursuant to and in accordance with Article IX, subject to the limitations and restrictions set forth in this Section 4.8, Buyer shall not permit any amendmentuse, modificationand shall cause Borrower to use, supplementcommercially reasonable efforts to take, or replacement cause to be made totaken, all actions and do, or any waiver of any provision cause to be done, all things necessary, proper or remedy under, the Debt Commitment Letter without the consent of the Company if such amendment, modification, supplement, replacement or waiver (i) reduces (or would reasonably be expected advisable to have the effect of reducing) the aggregate amount of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of arrange and obtain the Debt Financing (or satisfaction of on the terms and conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to described in the Debt Commitment Letter or the Definitive Financing Agreements Refinancing Facility, as applicable, and shall use commercially reasonable efforts to negotiate and enter into definitive agreements (such definitive agreements as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions relate to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under together with the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to , or any Refinancing Facility, as applicable, the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include Documents”) with respect thereto on substantially the financing terms and conditions contemplated by the Debt Commitment Letter or on other terms that are in the aggregate not materially less favorable, taken as permitted a whole, to be amended the Borrower (in the reasonable judgment of the Borrower) than the terms set forth in the Debt Commitment Letter or, in connection with the Refinancing Facility (if applicable), as otherwise agreed to by the Borrower (as determined by the Borrower in good faith). Without limiting the generality of the foregoing, during the period commencing on the date of this Agreement and terminating on the earlier to occur of the Closing and the termination of this Agreement pursuant to and in accordance with Article IX for any reason (other than by reason of a breach of Section 4.8 by any Premier Party), Buyer shall give the Equityholder prompt notice of the receipt by Buyer of any written notice or modified other written communication from any Debt Financing Source to Buyer with respect to any actual or threatened termination, cancellation, withdrawal or repudiation by this Section 7.13(a) and references any party to “Definitive Financing Agreements” or “the Debt Commitment Letter” , with respect to the Debt Financing contemplated thereby (but, excluding, in each case, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Debt Financing or), if as a result thereof Buyer believes in good faith that there is a material likelihood that it will not be able to obtain all or any portion of the Debt Financing on the terms and conditions contemplated by the Debt Commitment Letter or any Refinancing Facility. Subject to the other terms and conditions of this Agreement, as soon as reasonably practicable Buyer shall include such documents as amended provide any information reasonably requested by the Equityholder (and that is in Buyer’s knowledge and possession) relating to any circumstance referred to in the immediately preceding sentence. Notwithstanding anything contained herein to the contrary, in no event shall Buyer be required to disclose any information that would reasonably be expected to waive the protection of attorney-client or modified in accordance with this Section 7.13(a)similar privilege.

Financing. (a) Parent shall use commercially reasonable efforts to take, or cause to be taken, all actions and Acquisition Sub do, or cause to be done, all things necessary or advisable to obtain, no later than the Acceptance Time, the proceeds of the Financing on the terms and conditions described in the Commitment Letters, including (i) maintaining in effect the Commitment Letters in accordance with and subject to the terms and conditions set forth therein (it being understood that the Commitment Letters may be replaced or amended as provided below), (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) that reflect the terms and conditions in the Debt Commitment Letter or such other terms that may be acceptable to Parent or the Lenders, provided that, such other terms shall not be permitted to the extent they constitute Restricted Terms (as defined below) and seeking to obtain such other terms shall not be permitted if it could reasonably be expected to materially prevent, impair or delay the Closing, (iii) satisfying on a timely basis (or obtaining a waiver of) all conditions in the Debt Commitment Letter (other than those conditions that by their nature are to be satisfied at the Acceptance Time or the Closing, but subject to the satisfaction or waiver of such conditions at the Acceptance Time or the Closing) and the Definitive Agreements applicable to Parent or its Affiliates that are within their control and (iv) complying with the covenants applicable to it in the Commitment Letters and in the Definitive Agreements for the Financing that are within its control to the extent the failure to comply with such covenants could adversely impact the amount, certainty or timing of the Financing or the availability of the Financing at the Closing. 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) have been satisfied, Parent shall use commercially reasonable efforts to cause the Lenders and Equity Investors to fund the Financing at the Acceptance Time. Other than amendments, modifications or supplements to add lenders, lead arrangers, bookrunners, syndication agents or similar entities as parties to the Debt Commitment Letter, Parent shall not, without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed) permit any amendment, modification, supplement, amendment or replacement to be made modification to, or any waiver of any material provision or remedy under, the Debt Commitment Letter without the consent of the Company Letters or Definitive Agreements if such amendment, modification, supplement, replacement waiver or waiver remedy (iA) reduces adds new (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or adversely amends or modifies any of the existing) conditions to the Debt Financing, (iii) would modify the confidentiality provisions consummation of the Debt Commitment Letter Financing in any respect or (iv) a manner that would reasonably be expected to (Ax) materially delay, prevent, prevent or impede delay the Closing or (y) make the timely funding of the Debt Financing (Financing, or the satisfaction of the conditions to obtaining the Financing, less likely to occur in any material respect, (B) reduces the amount of the Financing to an amount that would be less than the amount that would be required to pay the Financing Amount (unless, in the case of a reduction to the Debt Financing, the Cash Equity is increased by the amount of any such reduction (such additional amount of Cash Equity, the “Additional Cash Equity”)), (C) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letters or the Definitive Agreements in any material respect, (D) adversely affect the ability of Parent or its Affiliates to enforce or cause the enforcement of its rights under the Financing in any material respect, (E) allow for the early termination of the Debt Commitment Letter or (F) could reasonably be expected to prevent, impede or delay the consummation of the Offer, the Merger and the other Transactions transactions contemplated by this Agreement (clauses (A)-(F), collectively, the “Restricted Terms”). In the event that any portion of the Debt Financing becomes unavailable, or Parent reasonably expects may become unavailable, on the terms and conditions in the Debt Commitment Letter or on such other terms not materially less favorable to Parent (B) adversely impact unless the ability Cash Equity is increased by a corresponding amount), regardless of the reason therefor (other than the right of Parent to terminate this Agreement pursuant to Section 7.4 hereof), Parent will (i) use commercially reasonable efforts to obtain alternative debt financing (in an amount, when taken together with the Cash Equity, at least equal to the Financing Amount) from the same or Acquisition Sub other sources on terms and conditions that are not materially less favorable in the aggregate to enforce its rights against Parent (in Parent’s reasonable discretion) than those contained in the Debt Commitment Letter (the “Alternative Debt Financing”), provided that such Alternative Debt Financing shall not include any Restricted Terms and (ii) promptly notify the Company of such unavailability and the reason therefor. For the purposes of this Agreement (other parties than as expressly provided otherwise), the term “Debt Financing” shall be deemed to include any Alternative Debt Financing arranged in compliance herewith, and the terms “Debt Commitment Letter” and “Definitive Agreement” shall be deemed to include any commitment letter (or similar agreement) or definitive agreement with respect to any such Alternative Debt Financing; provided, that, notwithstanding anything to the contrary herein, in no event shall any Alternative Debt Financing or amendment with respect to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected deemed to materially delay, prevent, or impede and adversely expand the funding obligations set forth in this Section 5.18 of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger Company and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a)Subsidiaries.

Financing. Buyer shall use its commercially reasonable efforts to arrange the Debt Financing on the terms and conditions described in the Debt Commitment Letters, including using commercially reasonable efforts to (ai) Parent negotiate definitive agreements with respect thereto on the terms and Acquisition Sub conditions contained therein or on other terms not materially less beneficial to Buyer, (ii) satisfy on a timely basis all conditions applicable to Buyer in such definitive agreements that are within its control and (iii) consummate the Debt Financing at Closing. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letters, Buyer shall use its commercially reasonable efforts to arrange to obtain alternative financing ("Alternative Financing"), including from alternative sources, on terms that are not materially less beneficial to Buyer, as promptly as practicable following the occurrence of such event. Buyer shall give Seller prompt notice upon becoming aware of any breach by any party of the Commitment Letters or any termination of the Commitment Letters. Subject to Buyer's compliance with the provisions of this Section 5.10, in the event that Buyer shall have notified Seller of the termination of the Commitment Letters and if, following Buyer's commercially reasonable efforts to obtain Alternative Financing, Buyer shall determine in good faith that Alternative Financing shall not be available to Buyer, Buyer shall provide Seller with prompt written notice thereof (the "Financing Termination Notice"). Buyer shall keep Seller informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing and shall not permit any amendment, modification, supplement, amendment or replacement modification to be made to, or any waiver of any provision or remedy under, to the Debt Commitment Letter without the consent of the Company if such amendment, modification, supplement, replacement or waiver (i) reduces (or Letters which would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financing, (ii) imposes new or additional conditions or otherwise expands or materially and adversely amends or modifies any of the conditions to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact affect the ability of Parent Buyer to timely consummate the transactions contemplated hereby without the prior SURGERY CENTERS DIVISION written consent of Seller (such consent not to be unreasonably withheld or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce its rights under the Debt Commitment Letterdelayed). Parent and Acquisition Sub Buyer shall provide notice to Seller promptly deliver upon receiving the Financing. Subject to compliance with the Company true and complete copies of any such amendment, modification or replacement. For purposes provisions of this Agreement, references nothing shall prohibit Buyer from entering into agreements relating to “Debt Financing” shall include the financing of the transactions contemplated by hereby or the Debt Commitment Letter as permitted operation of Buyer or the Company (following the Closing Date in the case of the Company), including adding other equity providers or operating partners, it being understood and agreed for the avoidance of doubt that (i) Buyer shall be prohibited from taking any such action that would be reasonably likely to be amended or modified by this Section 7.13(aadversely affect the ability of Buyer to consummate the transactions contemplated hereby and (ii) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” no such action shall include such documents as amended or modified in accordance with this Section 7.13(a)relieve Buyer of any of its obligations hereunder nor relieve the Sponsor of any of its obligations under the Guarantee.

Financing. The Purchaser has delivered to the Company true, correct, and complete copies of an executed commitment letter among Blackstone Tactical Opportunities Fund III L.P. and the Purchaser, dated as of the date hereof (atogether with all annexes, schedules and exhibits (in each case, if any) Parent thereto, the “Equity Commitment Letter”, and Acquisition Sub shall the commitment thereunder, the “Equity Financing Commitment”) to provide, subject to the terms and conditions therein, cash in the aggregate amount set forth therein (the “Equity Financing”). The Equity Financing is in amounts sufficient to enable the Purchaser to perform their obligations under this Agreement and to consummate the transactions contemplated hereby. The Equity Commitment Letter is in full force and effect and constitutes the enforceable, legal, valid and binding obligations of each of the parties thereto. The Equity Commitment Letter, including the Equity Financing Commitment thereunder, have not permit any been withdrawn, terminated, amended, restated, replaced, supplemented or otherwise modified or waived and no such withdrawal, termination, amendment, modificationrestatement, replacement, supplement, modification or replacement waiver is contemplated. There are no side letters or other agreements, arrangements, contracts or understandings relating to the Equity Commitment Letter that could affect the availability of the Equity Financing, and the Purchaser does not know of any facts or circumstances that may be made toexpected to result in any of the conditions set forth in any Equity Commitment Letter not being satisfied, or any waiver the Equity Financing not being available to the Purchaser, at the Closing. No event has occurred that, with or without notice, lapse of any provision time or remedy underboth, the Debt Commitment Letter without the consent of the Company if such amendmentwould, modification, supplement, replacement or waiver (i) reduces (or would reasonably be expected to have to, constitute a default or breach on the effect of reducing) the aggregate amount part of the Debt FinancingPurchaser, (ii) imposes new or additional conditions by any other party thereto, under any term or otherwise expands or adversely amends or modifies any condition of the Equity Commitment Letter, and the Purchaser has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Equity Commitment Letter. Except as expressly set forth in the Equity Commitment Letter, there are no conditions precedent related to the Debt Financing, (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt full amount of the Equity Financing Commitment. As of the date of this Agreement, the Purchaser is not aware of any fact, circumstance or occurrence that makes any representation or warranty of the Purchaser included in this Agreement or the Equity Commitment Letter inaccurate. Assuming (or i) the satisfaction of the conditions in Article V hereof and (ii) the Equity Financing is funded in accordance with their respective conditions, upon funding of the Equity Financing Commitment, the Purchaser will have at the Closing, immediately available cash funds sufficient to fund all of the Debt Financing) or amounts required to be provided by the Purchaser for the consummation of the Offertransactions contemplated hereby, including the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding payment of the Debt Financing (or satisfaction of the conditions Purchase Price and any other amounts required to the Debt Financing) or be paid in connection with the consummation of the Offertransactions contemplated hereby, including all related fees and expenses, and are sufficient for the Merger and satisfaction of all of the other Transactions, or adversely impact ParentPurchaser’s or Acquisition Sub’s ability to enforce its rights obligations under the Debt Commitment Letter). Parent and Acquisition Sub shall promptly deliver to the Company true and complete copies of any such amendment, modification or replacement. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended or modified by this Section 7.13(a) and references to “Definitive Financing Agreements” or “Debt Commitment Letter” shall include such documents as amended or modified in accordance with this Section 7.13(a)applicable.

Financing. (a) Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and Acquisition Sub to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Financing Commitments and shall not permit any amendment, modification, supplement, amendment or replacement modification to be made to, or any waiver of any provision or remedy under, under the Debt Commitment Letter without the consent of the Company Financing Commitments if such amendment, modification, supplement, replacement modification or waiver would (ix) reduces (or would reasonably be expected to have the effect of reducing) reduce the aggregate amount of the Debt FinancingFinancing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing or similar fee) unless the Equity Financing is increased by a corresponding amount, or (iiy) imposes impose new or additional conditions conditions, or otherwise expands amend, modify or adversely amends or modifies expand any of the conditions conditions, to the Debt Financing, (iii) would modify the confidentiality provisions receipt of the Debt Commitment Letter Financing in any respect or (iv) a manner that would reasonably be expected to (AI) materially delaydelay (taking into account the Marketing Period) or prevent the Closing, prevent, or impede (II) make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions less likely to occur or (BIII) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter Financing Commitments or the Definitive Financing Agreements (as defined below) (definitive agreements with respect thereto, the ability of Parent to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby. Subject to the limitations set forth in this Section 6.14 and provided that the representations set forth in Section 5.2(e) shall be true and correct giving effect to such replacement or amendment, Parent and Acquisition Merger Sub may replace or amend or replace the Debt Commitment Letter Financing Commitments to add or replace lenders, arrangers lead arrangers, bookrunners, syndication agents or similar entities so long that have not executed the Debt Financing Commitments as of the date hereof, if the addition of such action additional parties, individually or in the aggregate, would not be reasonably be expected likely to materially delay(I) delay (taking into account the Marketing Period) or prevent the Closing, prevent, or impede (II) make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) less likely to occur or the consummation of the Offer, the Merger and the other Transactions, or (III) adversely impact Parent’s or Acquisition Sub’s the ability of Parent to enforce its rights under against the other parties to the Debt Commitment Letter). Financing Commitments or the definitive agreements with respect thereto, the ability of Parent and Acquisition Sub shall promptly deliver to consummate the Company true and complete copies transactions contemplated hereby or the likelihood of any such amendment, modification or replacementconsummation of the transactions contemplated hereby. For purposes of this AgreementSection 6.14, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter Financing Commitments as permitted to be amended or modified by this Section 7.13(a6.14(a) and references to “Definitive Financing AgreementsCommitments” or “Debt Commitment LetterFinancing Commitments” shall include such documents as permitted to be amended or modified by this Section 6.14(a). Without limiting the foregoing, Parent and Merger Sub shall use their reasonable best efforts to (i) maintain in full force and effect the Debt Financing Commitments in accordance with their terms, (ii) satisfy all conditions and covenants applicable to Parent and Merger Sub in the Debt Financing Commitments (including by consummating the financing pursuant to the terms of the Equity Financing Commitments) and otherwise comply with its obligations thereunder, in each case, that are within Parent’s or any of its Affiliates’ control, (iii) enter into definitive agreements with respect thereto on the terms and conditions (including the flex provisions) contemplated by the Debt Financing Commitments or on such terms acceptable to Parent and the Financing Sources, (iv) consummate the Financing at the Closing, (v) enforce its rights under the Debt Financing Commitments and (vi) subject to the satisfaction or waiver of the conditions set forth in the Debt Financing Commitments, cause the lenders and other Persons providing Financing to fund on the Closing Date the Financing contemplated to be funded on the Closing Date by the Debt Financing Commitments (or such lesser amount as may be required to consummate the Merger and the other transactions contemplated hereby). Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or default) by any party to any Financing Commitment or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any actual or potential breach, default, termination or repudiation by any party to any Financing Commitment or any definitive document related to the Financing or any provisions of the Financing Commitments or any definitive document related to the Financing; and (C) if for any reason Parent or Merger Sub believes in good faith it will not be able to obtain all or any portion of the Financing on the terms or in the manner contemplated by the Financing Commitments or the definitive documents related to the Financing; provided, that in no event will Parent or Merger Sub be under any obligation to disclose any information that is subject to attorney-client or similar privilege if Parent and Merger Sub shall have used their reasonable best efforts to disclose such information in a way that would not waive such privilege. As soon as reasonably practicable, but in any event within three business days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Sub shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence. If any portion of the Debt Financing becomes unavailable on substantially the terms and conditions (including the flex conditions) contemplated in the Debt Financing Commitments, Parent shall use its reasonable best efforts to arrange and obtain alternative financing from alternative sources on terms and conditions that are no less favorable to Parent (taking into account any flex provisions) than those set forth in the Debt Financing Commitment, in an amount sufficient to consummate the transactions contemplated by this Section 7.13(a)Agreement as promptly as practicable following the occurrence of such event but no later than the last business day of the Marketing Period.

Financing. (a) Parent and The Purchaser hereby agrees to use its reasonable best efforts to arrange the financing in respect of the Acquisition Sub shall not permit any amendment, modification, supplement, or replacement to be made to, or any waiver of any provision or remedy under, provided for in the Debt Current Commitment Letter on the terms set forth therein, including, without the consent of the Company if such amendmentlimitation, modification, supplement, replacement or waiver using its reasonable best efforts (i) reduces (or would reasonably be expected to have satisfy the effect of reducing) terms, conditions, representations and warranties set forth in the aggregate amount of the Debt FinancingCurrent Commitment Letter, (ii) imposes new or additional enter into definitive agreements with respect thereto on the terms and conditions or otherwise expands or adversely amends or modifies any of contemplated by the conditions to the Debt Financing, Current Commitment Letter and (iii) would modify the confidentiality provisions of the Debt Commitment Letter in any respect or (iv) would reasonably be expected to (A) materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions or (B) adversely impact the ability of Parent or Acquisition Sub to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Financing Agreements (as defined below) (provided that Parent and Acquisition Sub may amend or replace the Debt Commitment Letter to add or replace lenders, arrangers or similar entities so long as such action would not reasonably be expected to materially delay, prevent, or impede the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) or the consummation of the Offer, the Merger and the other Transactions, or adversely impact Parent’s or Acquisition Sub’s ability to enforce enforcing its rights under the Debt Current Commitment Letter)Letter and any such definitive agreements. Parent The Purchaser shall provide Pearson as promptly (but in any event within two Business Days of the execution thereof) as possible true, complete and Acquisition Sub shall promptly deliver to the Company true and complete correct copies of any Current Commitment Letters and any amendments thereto and any such amendment, modification or replacementdefinitive agreements. For purposes the avoidance of this Agreementdoubt, references to “Debt Financing” shall include in the event (a) all or any portion of the financing contemplated by the Debt Current Commitment Letter structured as permitted a high yield financing has not been consummated, (b) alternative financing on terms not materially less beneficial to the Purchaser than the terms set forth in the Current Commitment Letter is not available to the Purchaser, (c) all conditions to Closing set forth in Sections 9.1 and 9.2 (other than those conditions set forth in Section 9.2 that by their nature will be amended or modified by satisfied at the Closing, including, for purposes of this Section 7.13(aclause, the conditions set forth in Sections 9.2(d) and references 9.2(j), provided that the Sellers are ready, willing and able to “Definitive Financing Agreements” satisfy those conditions) have been satisfied or “Debt waived, and (d) the bridge facilities contemplated by the Current Commitment Letter” Letter are available on the terms and conditions set forth therein, then the Purchaser shall include use the proceeds of such documents bridge financing to replace such high yield financing. The Purchaser shall keep Pearson reasonably apprised as amended to the status of the financing arrangements for the Acquisition, and shall promptly notify the Sellers if it becomes aware of any fact or modified in accordance with this Section 7.13(a)circumstance that could make the contemplated financing unavailable for any reason.