Common use of Financing Clause in Contracts

Financing. (a) Parent and Sub shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange and obtain the Equity Financing on the terms and conditions described in or contemplated by the Equity Financing Commitments, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfied, including to (i) maintain in effect the Equity Financing Commitments; (ii) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede or delay the consummation of the Offer, the Merger or the Equity Financing, in each case, without the prior written consent of the Company.

Financing. (a) Parent The Buyer shall, and Sub shall cause the other members of the Buyer Group to, take, or cause to be taken, all actions and do, or cause to be done, all things necessary necessary, proper or advisable to arrange and obtain obtain, or cause to be obtained, the Equity proceeds of the Debt Financing on the terms and conditions described in or contemplated by the Equity Debt Financing Commitments, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfiedCommitment, including to with respect to: (i) maintain maintaining in effect the Equity Debt Financing CommitmentsCommitment and complying with all obligations thereunder; (ii) satisfy negotiating, executing and delivering definitive agreements with respect to the Debt Financing (the “Debt Financing Agreements”) on terms no less favorable than, and otherwise consistent with, the terms and conditions contained therein; and (iii) satisfying on a timely basis all conditions and covenants in the Debt Financing Commitment applicable to Parent the Buyer’s obligations thereunder and Sub in complying with the Equity terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of the other parties to the Debt Financing Commitments and otherwise comply Commitment or the definitive documentation for the Debt Financing, if any, with its obligations in each case thereunder; (iii) in respect thereto. In the event that all conditions contained in Annex I the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), consummate the Equity Buyer shall cause the Debt Financing on or Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the date time the Closing is required to occur pursuant under the terms of this Agreement. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, the Buyer shall use its reasonable best efforts to Section 2.01(d); and (iv) fully enforce each Equity arrange to obtain as promptly as practicable, on terms that are not less favorable to the Buyer than the Debt Financing Party’s obligations (contemplated by such Debt Commitment Letters, as applicable, alternative sources of financing in an amount sufficient, when added to the portion of the Debt Financing that is available and the rights of Parent Buyer’s cash on hand, to consummate the Transactions and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree pay any other amounts required to amend, alter or waive (be paid in any case whether by action or inaction), any term of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede or delay connection with the consummation of the OfferTransactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement, the Merger terms “Debt Commitment Letter” and “Fee Letter” shall be deemed to include any Alternative Debt Financing Commitment Letter or any fee letter referred to in such Alternative Debt Financing Commitment Letter (which such fee letters, for the Equity avoidance of doubt, may be redacted in the same manner as the Fee Letters) with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing, in each case, without the prior written consent of the Company” shall be deemed to include any such Alternative Debt Financing.

Financing. (a) Subject to the terms and conditions of this Agreement, each of Holdco and Parent and 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 or and advisable to arrange and obtain the Financing on the terms and conditions described in the Financing Commitments and shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under any Financing Commitment; provided, that Parent and Merger Sub may amend or modify the Financing Commitments and/or elect to replace all or any portion of the Debt Financing and/or Equity Financing with alternative debt and/or equity financing (the “Alternative Financing”), in each case so long as (i) the aggregate proceeds of the Financing (as amended or modified) and/or any Alternative Financing will be sufficient for Merger Sub and the Surviving Corporation to pay (A) the aggregate Merger Consideration, and (B) any other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith, (ii) the amendment or modification or the Alternative Financing does not impose new or additional conditions or otherwise expands, amends or modifies the existing conditions in any way and (iii) the amendment or modification or the Alternative Financing would not or would not reasonably be expected to (x) prevent or materially delay the consummation of the Transactions or (y) adversely impact the ability of Parent or Merger Sub to enforce their respective rights against the other parties to the Financing Commitments. Parent shall promptly deliver to the Company copies of any such amendment, modification or replacement. In addition, Holdco, Parent and Merger Sub shall use their respective reasonable best efforts to (i) subject to its rights under the first sentence of this Section 6.07(a), maintain in full force and effect the Financing Commitments until the Transactions are consummated, (ii) negotiate any definitive agreements in addition to the Loan Agreement and as contemplated by the Loan Agreement (including, without limitation, the Company Security Documents defined in the immediately following section (c)), with respect to the Senior Debt Financing and definitive agreements with respect to the Mezzanine Debt Financing, and the Equity Financing on the terms and conditions described contained in or contemplated by the Note Purchase Agreement and the Equity Financing CommitmentsCommitment Letters, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfied, including to (i) maintain in effect the Equity Financing Commitments; (iiiii) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments that are within its control and otherwise comply with its obligations in each case thereunder, (iv) consummate the Financing at or prior to the Effective Time and (v) assuming all terms and conditions of the Debt Financing have been satisfied, cause the Lender or the Sponsor to fund on the Closing Date the Debt Financing required to consummate the Merger and the other transactions contemplated hereby; (iii) in provided, that under no circumstance shall Parent or Merger Sub be under any obligation to seek through litigation or other legal proceeding to enforce its rights against any Lender. In the event that all conditions in Annex I to funding under the Financing Commitments (other than the Equity Commitment Letters) have been satisfied, consummate Holdco, Parent and Merger Sub shall use their respective reasonable best efforts to cause the Sponsor and Mr. Zishen Wu to fund the Equity Financing on required to consummate the transactions contemplated under this Agreement, including the Merger in accordance with the terms of this Agreement (including taking enforcement actions to cause such persons to provide such Equity Financing in the event conditions (A) through (D) under Section 9.07(b)(i) have been satisfied). For purposes of this Section 6.07, references to “Financing” shall include the financing contemplated by the Financing Commitments as permitted to be replaced, amended or prior supplemented by this Section 6.07(a), and references to “Financing Commitments” shall include such documents as permitted to be replaced, amended or supplemented by this Section 6.07(a). (b) Without limiting the generality of Section 6.07(a), Holdco and Parent shall give the Company prompt notice: (i) 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 breach or default) by any party to any Financing Commitment, which would be reasonably likely to result in any condition of the Financing Commitment not to be satisfied or the termination of any Financing Commitment, of which Parent or Merger Sub becomes aware; (ii) of the receipt of any written notice or other written communication from any party to any Financing Commitment with respect to any alleged or potential breach, default, termination or repudiation by any party to any Financing Commitment or any provisions of the Financing Commitment related to the date Financing which could result in any condition of the Closing is required Financing Commitment not to occur pursuant be satisfied or the termination of any Financing Document; (iii) of any material dispute or disagreement between or among any parties to Section 2.01(d)the Financing Commitment; and (iv) fully enforce each Equity if Holdco, Parent or Merger Sub at any time believes that it will not be able to obtain all or any portion of the Financing Party’s obligations on the terms, in the manner or from the sources contemplated by the Financing Commitments. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitments, (A) Parent shall promptly notify the Company, and the rights of (B) Holdco and Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms not less favorable to Holdco, Parent and SubMerger Sub (as determined in the reasonable judgment of Parent), in an amount sufficient to consummate the Merger as promptly as possible, but in any event no later than the earlier of (x) under thirty (30) days after the Equity Financing Commitmentsoriginally contemplated Closing Date, or (y) the Termination Date. (bc) Neither The Company agrees to provide, and shall cause each Company Subsidiary and each of their respective Representatives to provide to Parent nor Sub shall amendand Merger Sub, alterall reasonable cooperation as may be requested by Parent or its Representatives in connection with the Debt Financing and any Alternative Financing, or waiveincluding, or agree to amendwithout limitation, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that (i) amends or modifies causing the Company’s independent accountants to provide assistance and cooperation to Parent and its representatives, including participating in drafting sessions and accounting due diligence sessions, assisting in the preparation of any of the conditions precedent pro forma financial statements, providing consent to Parent to use audit reports relating to the receipt of Company and the Equity Financing or imposes additional conditions precedent to the receipt of the Equity FinancingCompany Subsidiaries and providing any necessary “comfort letters”, (ii) adversely affects assisting in the rights negotiation of, or remedies available toand executing and delivering, definitive financing documents, including pledge and security documents, and certificates (including a certificate of the chief financial officer of the Company under (or any of the Equity Company Subsidiaries) with respect to solvency matters before giving effect to the Debt Financing Commitmentsor Alternative Financing, or (iii) would or would reasonably be expected to prevent, impede or delay the consummation of the OfferTransactions, any matters relating to Parent or any actions to be taken from and after the Merger Closing), legal opinions, management representation letters or other documents, to the extent reasonably requested by Parent and otherwise reasonably facilitating the pledging of collateral or consummation of the Debt Financing or Alternative Financing, (iii) providing reasonable access by Parent and any Debt Financing or Alternative Financing sources, and their respective officers, employees, consultants and advisors (including legal, valuation, and accounting advisors) to the books and records, properties, officers, directors, agents and representatives of the Company and each of the Company Subsidiaries, (iv) obtaining surveys and title insurance reasonably requested by Parent, (v) using commercially reasonable efforts to obtain consents customary for financings similar to the Debt Financing or Alternative Financing, (vi) taking all reasonable actions necessary to (x) permit the prospective lenders involved in the Debt Financing or Alternative Financing to evaluate the Company’s assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements and (y) establish bank and other accounts and blocked account Contracts and lock box arrangements in connection with the foregoing, and (vii) take all other corporate actions reasonably necessary to permit the consummation of the Debt Financing or Alternative Financing; provided, that (A) none of the Company or any of the Company Subsidiaries shall be required to become subject to any obligations or liabilities with respect to definitive financing documents, including pledge and security documents prior to the Closing and none of the Company or any Company Subsidiary shall be required to take any action that is not contingent upon the Closing or that would be effective prior to the Effective Time, (B) nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business and operations of the Company or the Equity Financing, in each case, without the prior written consent Company Subsidiaries and (C) none of the Company or any of the Company Subsidiaries shall be required to issue any offering or information document prior to the Effective Time. Notwithstanding any other provision of this Agreement, none of the Company or any of the Company Subsidiaries shall be required to take any action that would subject it to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment which the Parent does not agree to reimburse the Company for or incur any other liability or provide or agree to provide any indemnity in connection with the Financing or any of the foregoing prior to the Effective Time. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out of pocket costs and expenses incurred by the Company and the Company Subsidiaries in connection with the cooperation of the Company and the Company Subsidiaries contemplated by this Section 6.07 and shall indemnify and hold harmless the Company and the Company Subsidiaries from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the Debt Financing or Alternative Financing and any information utilized in connection therewith except with respect to any information provided by the Company or any of the Company Subsidiaries. The Company hereby consents to the use of its and the Company Subsidiaries’ logos in connection with the Debt Financing or Alternative Financing; provided, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any Company Subsidiary.

Financing. (a) Parent The Company shall have primary responsibility for, and Sub shall use commercially reasonable efforts to, arrange and consummate debt or equity financing in an aggregate amount of approximately US$3,000,000 to US$5,000,000 (the “Financing”). SPAC shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable actions to arrange assist the Company and obtain Holdco in their efforts to consummate the Equity transactions contemplated by the Financing on the terms and conditions described agreed to among the parties; provided, however, that neither Holdco nor the Company shall be required to dispose of any assets or incur any expenses or make any other payments in or contemplated by connection therewith other than the Equity Financing Commitments, incurrence of the Company’s Ordinary Course legal fees in each case prior to when the conditions connection with such matters. Notwithstanding anything to the Closing contrary in this Agreement, the parties acknowledge and agree that the Financing is intended as a non-binding target only, and the consummation of the Financing shall not be a condition to the Closing. The parties acknowledge and agree that the Financing is a financing target and that the consummation of the Financing, or the receipt of any minimum amount of proceeds therefrom, shall not itself be a condition to the Closing. For the avoidance of doubt, the foregoing shall not relieve either Party of its obligations to use commercially reasonable efforts under this Section 6.11, and any material breach of such obligations shall be subject to the applicable terms, conditions, cure rights and remedies set forth in this Agreement; provided, however, that neither the failure to obtain or consummate the Financing nor the failure to receive any minimum amount of proceeds therefrom shall, solely by reason thereof, constitute a breach of this Agreement or result in the failure of any condition set forth in Article IX (other than those conditions IX. The Parties acknowledge and agree that by their nature canthis Section 6.11 constitutes an interim covenant only and does not be satisfied until create any condition to the Closing Date) are satisfied, including to (i) maintain in effect the Equity Financing Commitments; (ii) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior relating to the date Financing. No condition to the Closing is required relating to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under Financing, the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, consummation thereof or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent any minimum amount of proceeds therefrom may be added except pursuant to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available toa written amendment to this Agreement executed by SPAC, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede or delay the consummation and Holdco in accordance with Section 11.11. The proceeds of the Offer, the Merger or the Equity Financing, in each caseif any, shall be used for the payment of unpaid SPAC Transaction Expenses, Company Transaction Expenses and for working capital and other general corporate purposes of Holdco and its Subsidiaries following the Closing. The Company and Holdco shall not use, and shall cause their respective Subsidiaries not to use, such proceeds for any other material purpose without the prior written consent of SPAC. (b) Without limiting the foregoing, any Financing involving the issuance, sale or grant of any Equity Interest of Holdco, the Company or any Conwall Company, or any securities convertible into or exchangeable or exercisable for any such Equity Interest, shall be subject to the prior written approval of SPAC, including with respect to the identity of the investors, the amount of securities to be issued, the purchase price, discount, conversion price, exercise price, liquidation preference, redemption right, anti-dilution protection, registration rights and any other material economic or governance terms thereof. Unless otherwise approved in writing by SPAC, no Financing shall be consummated at an effective purchase price, conversion price or exercise price of less than US$5.00 per Holdco Ordinary Share or equivalent security, as adjusted for any share split, share dividend, subdivision, reorganization, recapitalization or similar Event. If any Financing is consummated at an effective purchase price, conversion price or exercise price per Holdco Ordinary Share or equivalent security that is less than the valuation, exchange ratio or other per-share value used to determine the consideration payable to the Company Shareholders in connection with the Transactions, then, unless otherwise agreed in writing by SPAC and the Company, the parties shall negotiate in good faith appropriate adjustments to the consideration, exchange mechanics, capitalization or other economic terms of the Transactions to account for the dilutive effect of such Financing. Any proceeds raised pursuant to this Section 6.11 during the Interim Period shall be included in, and shall not be in addition to, the US$10,000,000 maximum Post-Signing Investment Amount. For the avoidance of doubt, nothing in this Section 6.11 shall permit the Company, Holdco or any Conwall Company to issue any Equity Interest or convertible, exchangeable or exercisable securities during the Interim Period except in compliance with Section 6.4 and this Section 6.11. For the further avoidance of doubt, the requirement to obtain SPAC’s prior written approval under this Section 6.11(b) shall not itself constitute a condition to the Closing, and the absence of any Financing approved or consummated pursuant to this Section 6.11 shall not result in the failure of any condition set forth in Article IX.

Financing. (a) Each of Purchaser and Parent and 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 necessary, proper or advisable to arrange arrange, consummate and obtain the Equity Financing on proceeds of the terms and conditions described in or contemplated by the Equity Financing CommitmentsDebt Financing, in each case prior to when the conditions to the Closing set forth in Article IX including using their respective reasonable best efforts to: (i) assert (other than those conditions that through litigation) its rights under the Debt Commitment Letter in the event of a breach thereof by their nature cannot be satisfied until the Closing DateDebt Financing Sources (as defined in Section 7.3(h)) are satisfiedthereunder, including to (i) maintain in effect the Equity Financing Commitments; (ii) satisfy enter into Financing Agreements with respect thereto, (iii) satisfy, or cause their Representatives to satisfy, on a timely basis all conditions applicable to, and covenants applicable to Parent and Sub within the control of, Parent, Purchaser or their respective Representatives in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfiedsuch definitive agreements, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Partyupon the satisfaction of the Purchaser’s obligations obligation to consummate the Offer or the Merger, as applicable, consummate the Debt Financing, at the Offer Closing (with respect to amounts required to consummate the Offer) and the rights Merger Closing (with respect to amounts required to consummate the Merger); provided that under no circumstances shall Parent or Purchaser be required to commence, participate in or pursue any Legal Proceeding against or involving any of Parent and Sub) under Financing Source or any other Person that has committed to provide any portion of, or otherwise with respect to, the Equity Financing CommitmentsDebt Financing. (b) Neither Purchaser nor Parent nor Sub shall amend, alteragree to any amendments or modifications to, or waivegrant any waivers of, any condition or agree to amend, alter other provision or waive remedy under the Debt Commitment Letter or Financing Agreements without the prior written consent of the Company (which may be granted or withheld in any case whether by action or inactionthe Company’s sole discretion), any term of the Equity Financing Commitments that if such amendments, modifications or waivers would (i) reduce the aggregate amount of aggregate cash proceeds available from the Debt Financing below the amount (after taking into consideration the funds otherwise expected to be available to Parent) that is required to consummate the Offer, the Merger and the other transactions contemplated by this Agreement and to repay or refinance the debt contemplated to be replaced under the Debt Commitment Letter (including any fees, premiums and expenses payable in connection therewith), or (ii) impose new or additional conditions precedent or otherwise expands, amends or modifies any of the conditions precedent in a manner adverse to Purchaser, Parent or the Company, in each case, solely to the receipt of the Equity Financing extent that such amendment or imposes additional conditions precedent modification would be reasonably likely to the receipt of the Equity Financing, (iiA) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede prevent or delay or impair the consummation ability of Purchaser and Parent to consummate the Offer, the Merger and the other Transactions, (B) adversely impact the ability of Purchaser or Parent to enforce its rights or remedies against the Equity other parties to the Debt Commitment Letter or Financing Agreements or (C) make the timely funding of the Debt Financing or satisfaction of the conditions precedent to obtaining the Debt Financing any less likely to occur. (c) Notwithstanding anything to the contrary contained in this Agreement, Parent and Purchaser shall have the right to substitute other debt or equity financing for all or any portion of the Debt Financing contemplated by the Debt Commitment Letter from the same and/or alternative Financing Sources so long as such substitute financing is subject to funding conditions that are not less favorable to Parent and Purchaser than the funding conditions set forth in the Debt Commitment Letter and so long as such substitute financing would not adversely impact the ability of Parent and Purchaser to consummate the Transactions on a timely basis. (d) In the event that any portion of the Debt Financing becomes unavailable in the manner or from the sources contemplated in the Debt Commitment Letter or Financing Agreements, (i) Parent shall promptly (but in any event within one (1) Business Day) so notify the Company in writing and (ii) Purchaser and Parent shall use their respective commercially reasonable efforts to arrange and obtain, and to negotiate and enter into definitive agreements with respect to, alternative financing from the same or alternative financial institutions in an amount (after taking into consideration the funds otherwise expected to be available to Parent) equal to the lesser of (i) an aggregate amount sufficient to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, and (ii) the amount of financing that was contemplated by the Debt Commitment Letter (including any fees, premiums and expenses payable in connection therewith) on the date of this Agreement as promptly as practicable following the occurrence of such event; provided, however, that neither Purchaser nor Parent shall be required to obtain, negotiate or enter into any Financing Agreements with respect to any Debt Financing on terms and conditions that are materially less favorable, in the aggregate, to Purchaser and Parent than those in the Debt Commitment Letter (taking into account any flex provisions). The definitive agreements entered into in connection with any Debt Financing or Alternative Financing, as applicable, are referred to in each casethis Agreement, without collectively, as the “Financing Agreements.” In the event any alternative or substitute financing (an “Alternative Financing”) is obtained in accordance herewith, (A) any reference in this Agreement to the “Debt Financing” shall mean the financing contemplated by such Alternative Financing as permitted to be modified pursuant to this Section 5.12, and (B) 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 (except for purposes of Section 4.9) shall be deemed to include the New Commitment Letter and any other Debt Commitment Letter(s) that are not superseded by the New Commitment Letter at the time in question. Without first obtaining the Company’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), neither Purchaser nor Parent shall directly or indirectly take any action that would, or would be reasonably expected to, adversely impact the ability of Parent to satisfy the Financing Proceeds Condition. (e) Parent shall (i) furnish the Company complete, correct and executed copies of the CompanyFinancing Agreements or any alternative financing agreement entered into in accordance with this Section 5.12 promptly upon their execution, (ii) give the Company prompt written notice of any breach or threatened breach of which either Purchaser or Parent is or becomes aware by any party of any of the Debt Commitment Letter or the Financing Agreements of which Purchaser or Parent is or becomes aware or any termination or threatened termination thereof, and (iii) otherwise keep the Company reasonably informed in a timely manner of the status of its efforts to arrange the Debt Financing.

Financing. (a) The Company will, and will cause each of its Subsidiaries to, use its reasonable best efforts to cause its and their respective Representatives to, at Parent’s sole cost and expense, cooperate with the Parent and Sub take such actions as the Parent may reasonably request in connection with the procurement and consummation of the Financing (or any Alternative Financing); provided that nothing contained in this Section 6.9 shall require such cooperation to the extent it would unreasonably interfere with the ongoing operations of the Company and its Subsidiaries. (b) Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange and obtain the Equity Financing on the terms and conditions described in or contemplated by the Equity Financing Commitmentsadvisable, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfied, including to (i) maintain in effect the Equity Debt Financing Commitments; Letter and to satisfy the conditions for obtaining the Financing, (ii) satisfy on a timely basis all conditions enter into definitive financing agreements with respect to the Financing so that such agreements are in effect no later than the Share Acceptance Time and covenants applicable to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior to the date Share Acceptance Time. Without limiting the Closing is required generality of the foregoing, in the event that Parent has been notified by the lenders party to occur pursuant the Debt Financing Letter that any portion of the Financing will not be available on the terms and conditions contemplated by the Debt Financing Letter, the Parent shall promptly notify the Company in writing and use its reasonable best efforts to Section 2.01(d); obtain alternative debt financing (“Alternative Financing”) in an amount at least sufficient to, in addition to the cash and (iv) fully enforce each Equity Financing Party’s obligations (marketable securities of CIFSA and the rights portion of the Financing that remains available on the terms and conditions contemplated by the Debt Financing Letter, pay when due for all of the Shares tendered and not properly withdrawn in the Offer and the aggregate Merger Consideration. Parent and Sub) shall not agree to any amendments or modifications to, or waivers of, any condition or other material provision under the Equity Debt Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term Letter without the prior consent of the Equity Financing Commitments that (i) amends Company if such amendment, modification or modifies any of the waiver would impose new or additional conditions precedent to the receipt of the Equity Financing or imposes additional otherwise amend, modify or waive any of the conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or in a manner would reasonably be expected to prevent, impede or cause any delay in the consummation satisfaction of the Offerconditions set forth in Annex I or Article VII. Notwithstanding the foregoing, neither the Parent nor the Purchaser shall be required to (i) waive any conditions and requirements set forth in Annex I or Article VII, (ii) consent to any changes to the Financing as set forth in the Debt Commitment Letter or (iii) accept Alternative Financing on terms less favorable to the Parent and the Purchaser in the aggregate than the Financing would have been. In the event the Parent obtains Alternative Financing, the Merger or provisions of this Section 6.9 shall apply to such Alternative Financing to the Equity same extent it applies to the Financing, . The Parent shall keep the Company informed on a reasonably current basis in each case, without the prior written consent reasonable detail of the Companystatus of its reasonable best efforts to finalize the Financing or arrange any Alternative Financing in accordance with this Section 6.9.

Financing. (a) Without limiting Section 6.4, each of Parent OP and Parent Sub shall (and shall cause their Affiliates to) take, or cause to be taken, all actions and do, or cause to be done, all things necessary necessary, proper or advisable to arrange and obtain consummate the Equity Financing on the terms and conditions described in or contemplated by the Equity Financing CommitmentsParent Revolving Credit Facility (without, in each case prior for the avoidance of doubt, any requirement to when bring any legal action against the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing DateLender) are satisfied, including to (ix) maintain in effect the Equity Financing Commitments; (ii) satisfy satisfying on a timely basis all terms, covenants and conditions and covenants applicable to Parent and Sub set forth in the Equity Parent Revolving Credit Facility, (y) entering into definitive agreements with respect thereto on terms and conditions substantially similar to the terms and conditions contemplated by the Parent Revolving Credit Facility and (z) consummating the Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on at or prior to Closing. Parent OP will furnish correct and complete copies of all such definitive agreements to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing CommitmentsRepresentative promptly upon their execution. (b) Neither Without limiting the foregoing, Parent nor OP and Parent Sub shall amendkeep the Company and the Representative informed on a reasonably current basis with respect to all material activity concerning the status of their efforts to arrange and consummate the Financing and shall give the Company and the Representative prompt notice of any material adverse change with respect thereto. Parent OP and Parent Sub agree to provide written notice to the Company and the Representative promptly, alterand in any event within two (2) Business Days, if at any time any financing source that is to be a party to the Parent Revolving Credit Facility notifies Parent OP or Parent Sub in writing that such source no longer intends to provide financing to Parent OP or Parent Sub on substantially the terms set forth therein, or waiveParent OP or Parent Sub believes in good faith that it will be unable to obtain the Financing on substantially the terms described in the Parent Revolving Credit Facility. None of Parent OP or Parent Sub shall amend or alter, or agree to amendamend or alter, alter or waive (the Parent Revolving Credit Facility in any case whether by action or inaction), any term of the Equity Financing Commitments manner that (i) amends or modifies any of the conditions precedent would be materially adverse to the receipt of the Equity Financing Contributors or imposes additional conditions precedent reasonably likely to the receipt of the Equity Financing, (ii) adversely affects the rights of, prevent or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede materially impair or delay the consummation of the Offer, the Merger or the Equity Financing, in each caseContemplated Transactions, without the prior written consent of the CompanyRepresentative. (c) If any portion of the Financing becomes unavailable on terms and conditions substantially similar to the terms and conditions contemplated in the Parent Revolving Credit Facility or the Parent Revolving Credit Facility shall be modified in a manner materially adverse to Parent OP, Parent Sub or the Contributors, Parent OP and Parent Sub shall (and shall cause their Affiliates to) obtain and as promptly as reasonably practicable provide the Company and the Representative with a copy of, a new credit facility (the “New Facility”) from alternative sources on terms and conditions substantially similar to the terms (including with respect to interest rate and fees) and conditions contemplated in the Parent Revolving Credit Facility or any other financing of the type permitted by Section 3.F of the Tax Matters Agreements as refinancing of the Financing (“Alternate Financing”); provided, that such New Facility and such Alternate Financing must (i) provide for aggregate debt financing to Parent OP that has the benefit of the Member Guarantees in an amount equal to $550,000,000 (it being understood that a lesser amount may be required to satisfy the Parent Parties’ obligations under this Agreement), (ii) be available to fund the Special Distribution Amount and other amounts required to be funded from the Financing, and (iii) otherwise satisfy the requirements for the Financing under this Agreement. To the extent applicable, Parent OP and Parent Sub shall (and shall cause their Affiliates to) take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange promptly and consummate the Alternate Financing on the terms and conditions described in any New Facility, including (x) satisfying on a timely basis all terms, covenants and conditions set forth in the New Facility (without, for the avoidance of doubt, any requirement to bring any legal action against the Lender); (y) entering into definitive agreements with respect thereto on terms and conditions substantially similar to the terms and conditions contemplated by the New Facility; and (z) consummating the Alternate Financing at or prior to the Closing. In the event Alternate Financing is obtained and a New Facility is entered into, references in this Agreement to the applicable Parent Revolving Credit Facility shall be deemed to include the New Facility, as applicable. Notwithstanding anything to the contrary in this Agreement, Parent REIT, Parent OP and Parent Sub acknowledge and agree that obtaining the Financing, or any Alternate Financing, is not a condition to their respective obligations to consummate the Contemplated Transactions at Closing; provided, that the Parent Parties shall not be deemed to have breached Section 6.5(a) if they obtain Alternate Financing in accordance with Section 6.5(c). (d) The Company agrees to use, and to cause the Group Companies to use, reasonable efforts to provide all cooperation reasonably requested by Parent OP in connection with the Financing (including, as applicable, any Alternate Financing), including without limitation: (i) providing and causing their advisors to provide all available information reasonably deemed reasonably necessary by Parent OP or the Lenders to complete syndication of the Financing, including, but not limited to available financial information that is customarily provided in such financings and is deemed necessary by Parent OP or the Lenders for the consummation of such Financing; (ii) assisting in the preparation and updating of the information memoranda and other materials to be used in connection with the Financing and any related syndication efforts, including, as applicable, participating in due diligence and drafting sessions; (iii) cooperating in procuring any requisite rating for the Financing from an accredited rating agency; (iv) making the officers and advisors of the Group Companies available from time to time to attend and make presentations regarding their respective businesses; and (v) assisting in the preparation of definitive agreements and other certificates and documents, as may be reasonably requested in connection with the foregoing, provided, however, that with respect to all matters described in this Section 6.5(d) no Group Company shall be required to execute any document or make any statements, certifications, or analysis for the benefit of Parent REIT, Parent OP or Parent Sub or any other Person other than documents, statements, certifications and analyses to become effective immediately after the Closing.

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 (provided that such requested co-operation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (i) participation in meetings, drafting sessions and due diligence sessions, (ii) furnishing Parent and Sub 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 Securities Act, (iii) assisting Parent and its financing sources in the preparation of (A) an offering document for any debt raised to complete the Mergers and (B) materials for rating agency presentations, (iv) 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 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 require the Company or any Subsidiary of the Company, prior to the Effective Time, to consummate any tender offer or consent solicitation with respect to, or enter into any supplemental indenture with respect to or otherwise amend the terms of any instruments governing, any existing outstanding Indebtedness of the Company or 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 Financing and any information utilized in connection therewith (other than historical information relating to the Company or the Company Subsidiaries and information provided by the Company, the Company Subsidiaries or the Company Representatives) (it being agreed that this sentence shall survive termination of this Agreement). (b) Parent shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange and obtain the Equity Financing on the terms and conditions described in or contemplated by the Equity Financing Commitments, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfied, including to (i) maintain in effect the Equity Debt Commitment Letters, and to satisfy the conditions to obtaining the Financing Commitments; set forth therein, (ii) satisfy on a timely basis all conditions enter into definitive financing agreements with respect to the Financing as contemplated by the Debt Commitment Letters (collectively, the “Financing Agreements”), so that the Financing Agreements are in effect as promptly as practicable, and covenants applicable to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfied, consummate the Equity financings contemplated by the Financing on Agreements at or prior to the date Closing. Parent shall keep the Closing is required Company informed of the status of the financing process relating thereto. If, notwithstanding the use of commercially reasonable efforts by Parent to occur pursuant satisfy its obligations under this Section 6.10, any of the Debt Commitment Letters or Financing Agreements expire, are terminated or otherwise become unavailable prior to Section 2.01(d); the Closing, in whole or in part, for any reason, Parent shall (i) immediately notify the Company of such expiration, termination or other unavailability and the reasons therefor and (ivii) fully enforce each Equity Financing Partyuse its commercially reasonable efforts promptly to arrange for alternative financing to replace the financing contemplated by such expired, terminated or otherwise unavailable commitments or agreements in an amount sufficient to consummate the transactions contemplated by this Agreement. In such event, the term “Debt Commitment Letters” and similar terms shall refer to such replacement financing. Parent agrees that the matters set forth on Section 6.10 of the Parent Disclosure Schedule shall not constitute conditions to Parent’s obligations (and obligation to consummate the rights of Parent and Sub) under the Equity Financing Commitmentstransactions contemplated hereby. (bc) Neither Parent nor Sub shall amend, alter, All non-public or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available to, otherwise confidential information regarding the Company under obtained by Parent or its Representatives pursuant to paragraph (a) above shall be kept confidential in accordance with the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede or delay the consummation of the Offer, the Merger or the Equity Financing, in each case, without the prior written consent of the CompanyConfidentiality Agreement.

Financing. (a) Parent and Sub shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange consummate and obtain the Equity Financing on the terms and conditions described in or contemplated by the Equity Financing Commitments, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfiedCommitment Letter, including using best efforts to (i) maintain in effect the Equity Financing Commitments; Commitment Letter, (ii) negotiate and enter into definitive agreements with respect thereto on terms and conditions contemplated by the Commitment Letter, (iii) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments Commitment Letter that are within its control and otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity consummate the Financing Party’s obligations (and no later than the rights of Acceptance Time. Parent and Sub) under shall have the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree right from time to time to amend, alter replace, supplement or otherwise modify, or waive (in any case whether by action of its rights under, the Commitment Letter and/or substitute other debt or inaction), equity financing for all or any term portion of the Equity Financing Commitments from the same and/or alternative financing sources, provided that (i) amends any such amendment, replacement, supplement or modifies other modification to or waiver of any provision of the conditions precedent to Commitment Letter that amends the receipt Financing and/or substitution of all or any portion of the Equity Financing shall not prevent or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede or delay the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement and shall be subject to Section 6.23. If any portion of the Financing becomes unavailable or Parent becomes aware of any event or circumstance that makes any portion of the Equity FinancingFinancing unavailable, in each case, without on the prior written consent terms and conditions contemplated in the Commitment Letter and such portion is reasonably required to fund the cash portion of the CompanyOffer Price or the Merger Consideration and all fees, expenses and other amounts contemplated to be paid by Parent pursuant to this Agreement, Parent shall use its best efforts to arrange and obtain alternative financing from alternative financial institutions in an amount sufficient to consummate the transactions contemplated by this Agreement upon conditions no less favorable to Parent and the Company than those in the Commitment Letter as promptly as practicable following the occurrence of such event. (b) In the event that the Commitment Letter is amended, replaced, supplemented or otherwise modified, including as a result of obtaining alternative financing in accordance with Section 6.17(a), or if Parent substitutes other debt or equity financing for all or a portion of the Financing, in each case to the extent permitted pursuant to Section 6.17(a), each of Parent and the Company shall comply with its covenants set forth herein with respect to the Commitment Letter as so amended, replaced, supplemented or otherwise modified and with respect to such other debt or equity financing to the same extent that Parent and the Company would have been obligated to comply with respect to the Financing.

Financing. (a) Parent has delivered to the Company true and Sub shall takecomplete copies of (i) the Equity Commitment Letter pursuant to which the Sponsor or its Affiliates named therein has committed to purchase, or cause the purchase of, for cash, subject to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange and obtain the Equity Financing on the terms and conditions described in or contemplated by the Equity Financing Commitmentsthereof, in each case prior to when the conditions equity securities of Parent, up to the Closing aggregate amount set forth in Article IX therein (the “Financing”), the proceeds of which will be used to, among other than those conditions that by their nature cannot be satisfied until things, finance the Closing Date) are satisfiedconsummation of the Merger and the other Transactions, including to (i) maintain in effect the Equity Financing Commitments; and (ii) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub in the Support Agreement. Each of the Equity Financing Commitments Commitment Letter and otherwise comply the Support Agreement provides, and will continue to provide, that the Company is a third-party beneficiary with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior respect to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitmentsprovisions therein. (b) Neither Parent nor Sub shall amendAs of the date hereof, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term i) each of the Equity Commitment Letter and the Support Agreement, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Parent and/or Merger Sub (as applicable and subject to the Enforceability Exception) and the other parties thereto (subject to the Enforceability Exception), and (ii) none of the Equity Commitment Letter or the Support Agreement has been amended or modified and, to the Knowledge of Parent, no such amendment or modification is contemplated, and the respective commitments contained in each of the Equity Commitment Letter and the Support Agreement have not been withdrawn, terminated or rescinded and, to the Knowledge of Parent, no such withdrawal, termination or restriction is contemplated. Parent and Merger Sub, will have, at or prior to the Closing, cash, available lines of credit or other sources of immediately available funds in U.S. dollars sufficient to pay the aggregate Merger Consideration and all related expenses and other amounts required to be paid by Parent or Merger Sub in connection with the consummation of the Merger and the other Transactions and to perform their respective obligations under the Transaction Agreements. (c) As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or would be reasonably expected to constitute a default or breach on the part of Parent, Merger Sub or any other parties thereto, under the Equity Commitment Letter or the Support Agreement; or would otherwise excuse or permit the Sponsor or its Affiliates under any Equity Commitment Letter to refuse to fund its obligations under the Equity Commitment Letter or excuse or permit the Rollover Shareholders or their respective Affiliates not to perform their respective obligations under the Support Agreement. As of the date of this Agreement, Parent and Merger Sub do not have any reason to believe that any of the conditions to the Financing Commitments will not be satisfied or that the Financing will not be available to Parent or Merger Sub at the Effective Time. (id) amends or modifies any The Equity Commitment Letter contains all of the conditions precedent to the receipt obligations of the Equity Financing or imposes additional conditions precedent parties thereunder to make the receipt of the Equity Financing, (ii) adversely affects as applicable, available to Parent on the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede or delay the consummation of the Offer, the Merger or the Equity Financing, in each case, without the prior written consent of the Companyterms therein.

Financing. (a) Each of Parent and Merger Sub shall use, and cause its Affiliates to use, its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be donedone (including, if necessary, enforcement of their respective rights under the Facility Agreement), all things necessary necessary, proper or advisable to arrange consummate and obtain the Equity Financing on the terms and conditions described in the Facility Agreement, including using (and causing their Affiliates to use) their respective reasonable best efforts to (i) satisfy, or cause their Representatives to satisfy, on a timely basis all conditions applicable to Parent, Merger Sub or their Representatives in such definitive agreements, and (ii) cause the lenders and any other Persons providing the Financing (the "Debt Financing Sources") to fund the Financing at the Effective Time. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated by in the Equity Financing CommitmentsFacility Agreement, 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 financing from alternative sources, on terms not materially less favorable in each case prior the aggregate to when the conditions to the Closing Parent and Merger Sub (and their respective Affiliates) than those set forth in Article IX the Facility Agreement as in effect on the date of this Agreement, in an amount sufficient, when added to the portion of the Financing that is available, to consummate the transactions contemplated by this Agreement (the "Alternative Financings"); provided, that, notwithstanding anything to the contrary in this Section 6.9 or in any other provision of this Agreement, in no event shall Parent or Merger Sub be required to amend or waive any of the terms or conditions hereof. Parent shall deliver to the Company as promptly as practicable (and no later than those two Business Days) after such execution, true and complete copies of all agreements or other arrangements pursuant to which any such alternative sources shall have committed to provide any such Alternative Financings (the "Alternative Financing Agreements "). (b) To the extent applicable and subject to the terms and conditions that by of this Agreement, Parent and Merger Sub shall use their nature cannot be satisfied until respective reasonable best efforts to obtain the Closing Date) are satisfied, including to Alternative Financing on the terms and conditions described in the Alternative Financing Agreements. Each of Parent and Merger Sub shall use its reasonable best efforts to: (i) maintain in effect the Equity Alternative Financing Commitments; Agreements, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub in the Equity Alternative Financing Commitments and otherwise comply with Agreements within its obligations in each case thereunder; control, (iii) in cause the event that all conditions in Annex I have been satisfied, consummate financing sources for the Equity Alternative Financing on or prior to fund the date Alternative Financing at the Closing is required to occur pursuant to Section 2.01(d)Effective Time; and (iv) fully enforce each Equity Financing Party’s obligations (and the its rights of Parent and Sub) under the Equity Alternative Financing CommitmentsAgreements. (bc) Neither Parent nor Merger Sub shall amend, alterpermit any amendment or modification to be made to, or waiveconsent to any waiver of any provisions or remedy under, the Facility Agreement and if applicable, the Alternative Financing Agreements, if such amendment, modification or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that waiver (i) amends or modifies any reduces the aggregate amount of the conditions precedent Financing (including by changing the amount of fees to be paid or original issue discount) contemplated in the receipt of Facility Agreement and if applicable, the Equity Alternative Financing or imposes additional conditions precedent to the receipt of the Equity FinancingAgreements, (ii) adversely affects the rights of, imposes new or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or additional conditions that would reasonably be expected to prevent, impede (x) prevent or materially delay the consummation ability of the Offer, Parent to consummate the Merger and the other transactions contemplated hereby or (y) adversely impact the Equity Financing, in each case, without the prior written consent ability of the Company, Parent or Merger Sub to enforce its rights against the other parties to the Facility Agreement and if applicable, the Alternative Financing Agreements. For the avoidance of doubt, the foregoing shall not prohibit Parent from amending the Facility Agreement to add additional lender(s) (and Affiliates of such additional lender(s)) as a party thereto. Parent shall not release or consent to the termination of the obligations of any party to provide the Financing under the Facility Agreement and, if applicable, the Alternative Financing Agreements. Parent shall give the Company notice promptly (i) upon becoming aware of any breach of any material provisions of, or termination by any party to, the Facility Agreement and, if applicable, the Alternative Financing Agreements or (ii) upon the receipt of any written or oral notice or other communication from any Person with respect to any threatened breach or threatened termination by any party to the Facility Agreement and, if applicable, the Alternative Financing Agreements. Parent shall keep the Company reasonably informed on a reasonably current basis of the status of Parent's efforts to arrange any Alternative Financing, if applicable. (d) The Company shall, and shall cause its Affiliates to, and shall use its reasonable best efforts to cause its Representatives to, use their reasonable best efforts to cooperate with Parent's reasonable requests in connection with the arrangement consummation and funding or draw-down of the Financing and if applicable, the Alternative Financing Agreements; provided that (i) the Company and its Affiliates (as applicable) shall not be required to pay or agree to pay any fees or reimburse any expenses or give any indemnities to any Person prior to the Effective Time and (ii) such cooperation by the Company or its Affiliates (as applicable) shall not be required to the extent such cooperation unreasonably interferes with the Company's or its Affiliates' (as applicable) on-going operations. (e) Parent shall, promptly upon termination of this Agreement, (i) reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company in connection with cooperation provided for in Section 6.9(d) and (ii) reimburse the Company and its Representatives for any and all losses suffered or incurred by it in connection with the arrangement of the Financing or, if applicable, the Alternative Financing, and any information utilized in connection therewith (other than information provided by the Company or any of its Subsidiaries). All non-public or otherwise confidential information regarding the Company and its Subsidiaries obtained by Parent, Merger Sub, its Affiliates or their respective Representatives pursuant to this Section 6.9 shall be kept confidential in accordance with the terms of the Confidentiality Agreement. Parent and Merger Sub acknowledge and agree that the Company and its Affiliates and its and their respective Representatives shall not, prior to the Effective Time, incur any liability to any person under any financing that Parent and Merger Sub may raise in connection with the transactions contemplated by this Agreement or any cooperation provided pursuant to this Section 6.9.

Financing. (a) Parent and 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 necessary, proper or advisable to arrange and obtain consummate the Equity Financing on the terms and conditions described in or contemplated by the Equity Financing Commitments, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfiedCommitment Letter, including to (i) maintain in effect the Equity Financing Commitments; using reasonable best efforts to (iix) satisfy on a timely basis all terms, covenants and conditions and covenants applicable to Parent and Sub set forth in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunderCommitment Letter; (iiiy) in enter into definitive agreements with respect thereto on the event that all terms and conditions in Annex I have been satisfied, contemplated by the Commitment Letter; and (z) consummate the Equity Financing on at or prior to the date the Closing is required to occur pursuant to Section 2.01(d)Closing; and (ivii) fully seeking to enforce each Equity Financing Party’s obligations (and the its rights of Parent and Sub) under the Equity Financing CommitmentsCommitment Letter. Parent will furnish correct and complete copies of all such definitive agreements to the Company promptly upon their execution. (b) Neither Parent nor Sub shall amendkeep the Company informed with respect to all material activity concerning the status of the Financing contemplated by the Commitment Letter and shall give the Company prompt notice of any material adverse change with respect to such Financing. Without limiting the foregoing, alterParent agrees to notify the Company promptly, or waive, or agree to amend, alter or waive (and in any case whether by action or inaction)event within two Business Days, if at any term of the Equity Financing Commitments that time (i) amends the Commitment Letter shall expire or modifies be terminated for any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financingreason, (ii) adversely affects any financing source that is a party to the rights of, or remedies available to, Commitment Letter notifies Parent that such source no longer intends to provide financing to Parent on the Company under the Equity Financing Commitmentsterms set forth therein, or (iii) would for any reason Parent no longer believes in good faith that it will be able to obtain all or would reasonably be expected to prevent, impede or delay the consummation any portion of the OfferFinancing contemplated by the Commitment Letter on the terms described therein. Parent shall not, the Merger or the Equity Financing, in each caseand 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, lease, contract or debt or equity financing, that could reasonably be expected to materially impair, delay or prevent consummation of the Financing contemplated by the Commitment Letter or any Alternate Financing contemplated by any Alternate Financing. Parent shall not amend or alter, or agree to amend or alter, the Commitment Letter in any manner that would prevent or materially impair or delay the consummation of Transactions without the prior written consent of the Company. (c) If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter or the 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 arrange to obtain alternative financing from alternative sources in an amount sufficient to consummate the Transactions (“Alternate Financing”) and to obtain, and, if obtained, will provide the Company with a copy of, a new financing commitment that provides for at least the same amount of financing as such Commitment Letter as originally issued, to the extent needed to fund the Required Amounts, and on terms and conditions (including termination rights and funding conditions) no less favorable to Parent or Merger Sub than those included in the Commitment Letter (the “New Commitment Letter”). To the extent applicable, Parent shall use its reasonable best efforts to take, or cause to be taken, all things necessary, proper or advisable to arrange promptly and consummate the Alternate Financing on the terms and conditions described in any New Commitment Letter, including (i) using reasonable best efforts to (x) satisfy on a timely basis all terms, covenants and conditions set forth in the New Commitment Letter; (y) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the New Commitment Letter; and (z) consummate the Alternate Financing at or prior to the Closing and (ii) seeking to enforce its rights under the New Commitment Letter. In the event Alternate Financing is obtained and a New Commitment Letter is entered into, references in this Agreement to the Commitment Letter shall be deemed to refer to the New Commitment Letter, as applicable.

Financing. (a) The Parent Group collectively will have, as of the Closing Date, sufficient cash and Sub shall takecash equivalents, available lines of credit or cause other sources of immediately available funds to be taken, all actions consummate the Merger and do, or cause to be done, all things necessary or advisable to arrange and obtain the Equity Financing other transactions contemplated by this Agreement that require payment on the Closing Date. Parent has delivered to the Company a true and complete copy of the executed Debt Commitment Letter (other than the redacted portions of any fee letters, which redactions shall be limited to pricing, fee amounts, price flex and other economic terms and conditions described in no case shall such redactions relate to terms that would be reasonably likely to adversely affect the conditionality, enforceability, availability, termination or aggregate amount of the Debt Financing). The Debt Commitment Letter has not been amended or modified in any manner prior to the execution and delivery of this Agreement. Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement that could affect the Equity availability of the Debt Financing Commitmentsor the timing of the Closing, in each case prior to when the conditions to the Closing other than as set forth in Article IX the Debt Commitment Letter and the fee letters related thereto. The proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions related thereto), together with any other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfied, including to (i) maintain in effect the Equity Financing Commitments; (ii) satisfy on a timely basis all conditions and covenants applicable sources of funds immediately available to Parent or Merger Sub at Closing (including cash and Sub cash equivalents and available lines of credit held by the Company (assuming the accuracy of the representations and warranties of the Company pursuant to this Agreement and the performance by the Company of its obligations hereunder) and the proceeds of the loans under existing revolving credit facilities of Parent), will be sufficient to consummate the transactions contemplated hereby. As of the execution and delivery of this Agreement, the commitments contained in the Equity Debt Commitment Letter have not been withdrawn or rescinded in any respect. As of the execution and delivery of this Agreement, the Debt Commitment Letter is in full force and effect and represents a valid, binding and enforceable obligation of the Debt Commitment Parties, to provide the financing contemplated thereby subject only to the satisfaction or waiver of the Financing Commitments Conditions and, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and otherwise comply with its obligations in each case thereunder; (iii) in the event all commitment fees and other amounts that all conditions in Annex I have been satisfied, consummate the Equity Financing are due and payable on or prior to the date of this Agreement in connection with the Closing is required to occur pursuant to Section 2.01(d); Debt Financing. As of the execution and (iv) fully enforce each Equity Financing Party’s obligations (and delivery of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the rights part of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments Debt Commitment Letter. As of the execution and delivery of this Agreement, assuming the conditions precedent set forth in Section 6.1 and Section 6.2 are satisfied (other than those that by their nature are to be satisfied at the Closing), Parent has no reason to believe that (i) amends or modifies any of the conditions precedent to the receipt of the Equity Financing Conditions will not be satisfied or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies Debt Financing will not be made available toto Parent on the Closing Date. There are no conditions precedent related to the funding of the full amount of the Debt Financing other than the Financing Conditions contained in the Debt Commitment Letter. Parent understands and acknowledges that under the terms of this Agreement, the Company under obligations of Parent and Merger Sub to consummate the Equity Financing Commitments, Merger are not in any way contingent upon or (iii) would or would reasonably be expected otherwise subject to prevent, impede or delay the consummation by Parent or Merger Sub of the Offerany financing arrangements, the obtaining by Parent or Merger Sub of any financing or the Equity Financingavailability, in each casegrant, without the prior written consent provision or extension of the Companyany financing to Parent or Merger Sub.

Financing. (a) Parent and Sub The Buyer shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange consummate and obtain the Equity Financing on the terms and conditions conditions, in all material respects, described in or contemplated by the Equity Financing Commitments, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfiedDebt Commitment Letter, including using its reasonable best efforts to (i) maintain in effect the Equity Financing Commitments; Debt Commitment Letter, (ii) negotiate definitive agreements with respect to the Financing on terms and conditions, in all material respects, contemplated by the Debt Commitment Letter and execute and deliver to the Company a copy thereof concurrently with such execution, (iii) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub the Buyer in the Equity Financing Commitments Debt Commitment Letter that are within its control and otherwise comply with its obligations in each case thereunder; , (iiiiv) enforce its rights under the Debt Commitment Letter in the event of a breach by the lenders or the other persons providing such Financing that all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede or delay the Closing, including seeking specific performance of the lenders or the other persons providing such Financing thereunder. In the event that all conditions to the Debt Commitment Letter have been satisfied or, upon funding, will be satisfied, the Buyer shall use its reasonable best efforts to cause the lenders and the other persons providing such Financing to fund on the Closing Date the Financing (including by seeking specific performance to cause such lenders and the other persons who have committed to provide such Financing to fund such Financing). The Buyer shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Debt Commitment Letter and/or substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative financing sources; provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Debt Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing (each, an “Alternative Financing”) shall not (A) expand upon the conditions precedent or contingencies to the Financing as set forth in the Debt Commitment Letter in any material way or (B) prevent, impede or delay, in any material respect, the consummation of the OfferMerger and the other transactions contemplated by this Agreement. The Buyer shall be permitted to reduce the amount of the Financing under the Debt Commitment Letter in its reasonable discretion; provided that the Buyer shall not reduce the Financing to an amount committed below the amount that is required to pay, together with other financial resources of the Buyer, including cash on hand on the Closing Date, the Aggregate Merger Consideration and to make all other necessary payments by the Buyer in connection with the Acquisition, including the payment of all fees and expenses reasonably expected to be incurred by the Buyer in connection with the transactions contemplated by this Agreement (the “Required Financing Amount”), and provided further that such reduction shall not (x) expand upon the conditions precedent or contingencies to the Financing as set forth in the Debt Commitment Letter in any material way or (y) prevent or impede or delay, in any material respect, the consummation of the Acquisition and the other transactions contemplated by this Agreement. If any portion of the Financing becomes unavailable or the Equity FinancingBuyer becomes aware of any event or circumstance that makes any portion of the Financing unavailable, in each case, without according to the prior material terms and conditions contemplated in the Debt Commitment Letter and such portion is reasonably required to fund the Aggregate Merger Consideration, the Buyer shall use its reasonable best efforts to arrange and obtain one or more Alternative Financings in an amount greater than or equal to the Required Financing Amount as promptly as practicable following the occurrence of such event. The Buyer shall give the Company prompt oral and written consent notice (but in any event not later than two (2) Business Days after the occurrence) of any material breach by any party to the Debt Commitment Letter or of any material condition not likely to be satisfied, in each case, of which the Buyer becomes aware, or any termination of the CompanyDebt Commitment Letter. The Buyer shall keep the Company reasonably informed in all material respects of the status of its efforts to arrange the Financing. (b) The Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to cooperate with reasonable requests by the Buyer in its efforts to consummate the Financing or any Alternative Financing.

Financing. (a) Parent shall use its reasonable best efforts to take all actions and Sub shall take, to do or cause to be taken, all actions and do, or cause to be done, done all things necessary necessary, proper or advisable to arrange and obtain the Equity Financing proceeds of the Facilities on the terms and conditions described in or contemplated by the Equity Financing Commitments, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature canthe Facilities Agreement. Parent shall not permit any amendment or modification to be satisfied until made to, or any waiver of any provision under, the Closing Date) are satisfiedFacilities Agreement without the prior written consent of PRE if such amendment, including to modification or waiver (i) maintain in effect reduces the Equity Financing Commitments; aggregate amount of the Facilities by an amount or (ii) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfiedadversely expands, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity FinancingFacilities in a manner, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or in each case that would reasonably be expected to prevent, impede prevent or materially delay the consummation ability of Parent to consummate the Closing on the Closing Date. (b) Parent shall use reasonable best efforts to (i) satisfy (or, if deemed advisable by Parent, seek the waiver of) on a timely basis all conditions applicable to Parent that are within its control as set forth in the Facilities Agreement, (ii) upon satisfaction of such conditions, cause the funding of the OfferFacilities at or prior to Closing, and (iii) give PRE prompt notice (A) of any material breach by any party to the Merger Facilities Agreement of which Parent has become aware or (B) if Parent no longer believes in good faith that it will be able to obtain the Equity Financing, Facilities on the terms set forth in each case, without the prior written consent Facilities Agreement. (c) If any portion of the CompanyFacilities necessary to consummate the Closing becomes unavailable on the terms and conditions contemplated in the Facilities Agreement, Parent shall promptly notify PRE and shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources for such portion as promptly as practicable following such event on terms no less favorable to Parent as to conditionality than those contained in the Facilities Agreement and in an amount sufficient for Parent to consummate the Closing. If Parent proceeds with such alternative financing, it shall be subject to the same obligations with respect to such alternative financing as those set forth in the foregoing clauses ‎(a) and ‎(b) with respect to the Facilities. For the avoidance of doubt, all references herein to the Facilities shall be deemed to include such alternative financing, and all references to the Facilities Agreement shall be deemed to include the definitive agreement governing such alternative financing.

Financing. (a) Parent Subject to the terms and Sub conditions of this Agreement, Buyer shall take, or cause use its reasonable best efforts to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange and obtain the Equity Financing on the terms and conditions described in or contemplated by the Equity Financing CommitmentsLetter, in each case prior to when the conditions after giving effect to the Closing set forth market flex terms in Article IX the Fee Letter, and shall not permit any amendment or modification to be made to (other than those conditions that by their nature canto amend the Financing Letter to add lenders, lead arrangers, book runners, syndication agents or similar entities who had not be satisfied until executed the Closing Date) are satisfiedFinancing Letter as of the date of this Agreement), including to or any waiver of any provision or remedy under, the Financing Letter or the Fee Letter, if such amendment, modification or waiver (i) maintain in effect reduces the Equity aggregate amount of the Financing Commitments; or (ii) satisfy on a timely basis all imposes new or additional conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments and or other terms or otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfiedexpands, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or other terms in a manner that would reasonably be expected to prevent, impede (x) delay or delay prevent the consummation Closing (y) make the timely funding of the Offer, Financing or satisfaction of the Merger conditions to obtaining the Financing less likely to occur or (z) adversely impact the ability of Buyer to enforce its rights against the other parties to the Financing Letter or the Equity Financing, in each case, without definitive agreements with respect thereto; provided that Buyer shall have the prior written consent right to substitute other financing for all or any portion of the CompanyFinancing from the same and/or alternative financing sources; provided, further, that such substitution shall only be permitted if (i) the terms thereof would not be reasonably expected to delay or prevent the Closing or make the timely funding of the Financing or satisfaction of the conditions to obtaining the Financing less likely to occur and (ii) the conditions to the Financing set forth in the Financing Letter would not be expanded or modified in a manner that would reasonably be expected to delay or prevent the Closing, provided, still further, that any such substitute financing shall not obligate any of Seller or its Affiliates as a surety, guarantor or indemnitor or to extend credit to any Person. Any reference in this Agreement to (A) “Financing,” shall include the financing contemplated by the Financing Letter as amended or modified in compliance with this Section 6.9(a) and (B) “Financing Letter,” and “Fee Letter” shall include such documents as amended or modified in compliance with this Section 6.9(a). (b) Buyer shall use its reasonable best efforts (i) to maintain in effect the Financing Letter in accordance with the terms and subject to the conditions thereof, (ii) to negotiate and enter into all definitive agreements with respect to the Financing on the terms and conditions contained in the Financing Letter, including the market flex provisions in the Fee Letter, and (iii) to satisfy all conditions to such definitive agreements and consummate the Financing at or prior to the Closing. Buyer shall keep Seller reasonably apprised of the status of the Financing and developments with respect thereto (including giving Seller prompt notice of any material change with respect to such Financing) and shall provide to Seller copies of all material definitive documents related to the Financing. Without limiting the generality of the foregoing, Buyer agrees to notify Seller promptly, and in any event within two (2) Business Days, if at any time (x) the Financing Letter shall expire or be terminated for any reason, (y) any of the other parties to the Financing Letter notify Buyer that such party no longer intends to provide financing on the terms set forth therein or (z) to Buyer’s knowledge (without a requirement of due inquiry), any of the other parties to the Financing Letter is or is alleged to be in breach or default thereunder. (c) To the extent necessary to complete the transactions contemplated hereby, Buyer shall use its reasonable best efforts to cause the parties providing Financing to fund on the Closing Date the Financing required to consummate the transactions contemplated hereby and the other transactions contemplated by the Financing Letter, including by taking enforcement action, if all conditions in the Financing Letter and all conditions to Closing contained in this Agreement are satisfied or waived, or upon funding will be satisfied. (d) If the Financing Letter shall be terminated or modified in a manner materially adverse to Buyer, if the Financing Letter shall be materially breached or repudiated by the other parties to the Financing Letter, or if any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Letter (other than as a result of obtaining substitute debt financing in accordance with Section 6.9(a)) (such event, an “Original Financing Failure”), Buyer shall use its reasonable best efforts to arrange promptly to obtain alternative financing from alternative sources on terms and conditions not less favorable to Buyer than those contained in the Financing Letter and the Fee Letter and in an amount at least

Financing. (a) Parent Subject to the terms and conditions of this Agreement, Merger Sub shall take, or cause use its reasonable best efforts to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange and obtain the Equity Financing on the terms and conditions described in or contemplated by the Equity Financing CommitmentsLetters, in each case prior to when the conditions after giving effect to the Closing set forth market flex terms in Article IX (other than those conditions that by their nature canthe Fee Letter, and shall not permit any amendment or modification to be satisfied until made to, or any waiver of any provision or remedy under, the Closing Date) are satisfiedFinancing Letters or the Fee Letter, including to if such amendment, modification or waiver (i) maintain in effect reduces the Equity aggregate amount of the Financing Commitments; (including by changing the amount of fees to be paid or original issue discount) or (ii) satisfy on a timely basis all imposes new or additional conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments and or other terms or otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfiedexpands, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional other terms in a manner that could reasonably be expected to (x) delay or prevent the Closing (y) make the timely funding of the Financing or satisfaction of the conditions precedent to obtaining the Financing less likely to occur or (z) adversely impact the ability of Parent and Merger Sub to enforce their rights against the other parties to the receipt Financing Letters or the definitive agreements with respect thereto; provided that Parent and Merger Sub shall have the right to substitute other debt (but not equity financing) for all or any portion of the Equity FinancingDebt Financing contemplated by the Debt Commitment Letter from the same and/or alternative financing sources; provided, further, that such substitution shall only be permitted if (i) the terms would not be reasonably expected to delay or prevent the Closing or make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Debt Financing less likely to occur, (ii) adversely affects the rights of, conditions to the Debt Financing set forth in the Debt Commitment Letter as of the date hereof would not be expanded or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or modified in a manner that would reasonably be expected to preventdelay or prevent the Closing and (iii) the terms and conditions are not, impede in the aggregate, less favorable to the Company than those in the Debt Commitment Letter, after giving effect to the market flex terms in the Fee Letters and provided, further, that any such substitute financing shall not obligate any of Stockholder or delay its Affiliates (other than the consummation of the OfferCompanies) as a surety, the Merger guarantor or the indemnitor or to extend credit to any Person. Any reference in this Agreement to (A) “Financing,” “Equity Financing, ” and “Debt Financing” shall include the financing contemplated by the Financing Letters as amended or modified in each case, without the prior written consent of the Companycompliance with this Section 5.11 and (B) “Financing Letters,” “Equity Commitment Letter,” “Debt Commitment Letter” and “Fee Letter” shall include such documents as amended or modified in compliance with this Section 5.11.

Financing. (a) Parent and Sub Purchasers shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange and obtain the Equity Acquisition Financing on the terms and conditions described in or contemplated by the Equity Financing CommitmentsCommitment Letter and, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfied, including to (i) maintain in effect the Equity Financing Commitments; (ii) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior to the date the Closing is required Closing, shall not permit any amendment or modification to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alterbe made to, or waiveany waiver of any provision or remedy under, the Commitment Letter or the definitive agreements with respect thereto, if such amendment, modification or waiver (A) reduces the aggregate amount of the Acquisition Financing, or agree to amend(B) imposes new or additional conditions or other terms or otherwise expands, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent to the receipt of the Equity Acquisition Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or other terms in a manner that would reasonably be expected to prevent(x) make, impede or delay in any material respect, the consummation timely funding of the OfferAcquisition Financing or satisfaction of the conditions to obtaining the Acquisition Financing less likely to occur or (y) adversely impact, in any material respect, the Merger ability of Purchasers to enforce its rights against other parties to the Commitment Letter or to draw upon and consummate the Equity Acquisition Financing; provided, however, that Purchasers may amend, replace or otherwise modify the Commitment Letter or any definitive agreement with respect thereto to add arrangers, bookrunners, agents, lenders or similar entities who had not executed the Commitment Letter as of the date of this Agreement or to reassign titles to such parties who had executed the Commitment Letter as of the date of this Agreement; provided, in each case, such amendment, replacement or modification does not, without the prior written consent of Seller: (i) make, in any material respect, the timely funding of the Acquisition Financing or satisfaction of the conditions to obtaining the Acquisition Financing less likely to occur or (ii) adversely impact, in any material respect, the ability of Purchasers to enforce its rights against other parties to the Commitment Letter or to draw upon and consummate the Acquisition Financing. (b) Purchasers shall use their reasonable best efforts to (i) subject to Section 6.5(c), maintain in effect and satisfy on a timely basis all terms, covenants and conditions set forth in the Commitment Letter within Purchasers’ reasonable control in accordance with the terms and subject to the conditions thereof, (ii) negotiate and enter into definitive agreements with respect to the financing contemplated by the Commitment Letter on the terms and conditions contained in the Commitment Letter, (iii) satisfy all conditions to such definitive agreements that are applicable to Purchasers that are within Purchasers’ control, (iv) if the NGX Sale is not consummated in accordance with the NGX Agreement prior to or contemporaneously with the Closing, draw upon and consummate the Acquisition Financing at or prior to the Closing and (v) if the NGX Sale is not consummated in accordance with the NGX Agreement prior to or contemporaneously with the Closing, fully enforce its rights under the Commitment Letter to draw upon and consummate the Acquisition Financing, subject to the terms and conditions of the Commitment Letter. Purchasers shall keep Seller informed on a reasonably current basis and in reasonable detail with respect to all material activity concerning the status of its efforts to arrange the Acquisition Financing. (c) If any portion of the Acquisition Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter or the Commitment Letter becomes terminated or modified in a manner materially adverse to Purchasers for any reason, Purchasers shall use their reasonable best efforts to arrange and obtain alternative financing from alternative sources with conditions to obtaining such alternative financing no less favorable, in the aggregate, to Purchasers than those contained in the Commitment Letter and in an amount at least equal to the Acquisition Financing or such unavailable portion thereof, as the case may be (the “Alternate Financing”), and to obtain a new financing commitment letter with respect to such Alternate Financing (the “New Commitment Letter”) which shall replace the existing Commitment Letter, a copy of which shall be promptly provided to Seller. In the event any New Commitment Letter is obtained, any reference in this Agreement to the “Acquisition Financing” shall mean the financing contemplated by the New Commitment Letter. (d) For the avoidance of doubt, neither the availability of nor the funding of the Acquisition Financing shall be a condition to the obligation of Purchasers to consummate the Sale. (e) From the date of this Agreement until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, subject in all respects to the CMA Orders, Seller shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to provide such assistance and cooperation (and to use commercially reasonable efforts to cause its and their respective representatives to provide such assistance and cooperation) with respect to any Acquisition Financing as is reasonably requested by Purchasers, including using commercially reasonable efforts with respect to: (i) cooperating reasonably with each Lender’s due diligence; and (ii) providing financial information relating only to the Business or the Trayport Companies as may reasonably be requested by a Purchaser; provided that nothing in this Section 6.5(e) shall require Seller, any of its Subsidiaries (including any Trayport Company) or any of its or their respective representatives to prepare any new financial statements or projections that are not prepared in the ordinary course of business and past practice of the Business. Notwithstanding any other provision set forth herein or in any other agreement between Seller and a Purchaser (or its Affiliates), Seller agrees that Purchasers and their Affiliates may share customary projections with respect to the Business or the Trayport Companies with the Lenders identified in the Commitment Letters and to any existing lenders of Purchasers, and that Purchasers, their Affiliates and such Lenders may share such information with potential Lenders in connection with any marketing efforts in connection with the Acquisition Financing, provided that the recipients of such information are subject to customary confidentiality arrangements between Purchasers and such parties (which need not include Seller). None of Seller, any of its Subsidiaries or any of its or their respective directors or officers or other personnel or representatives shall be required by this Section 6.5(e) to take any action or provide any assistance that unreasonably interferes with the ongoing operations of Seller and its Subsidiaries. (f) Purchasers shall indemnify and hold harmless Seller, its Subsidiaries and its and their respective representatives from and against any and all losses, damages, claims and out-of-pocket costs or expenses, actually suffered or incurred by them in connection with any Acquisition Financing (including any action taken in accordance with this Section 6.5) and any information utilized in connection therewith (other than untrue information provided by Seller or its Subsidiaries or their respective representatives in writing for use in the Acquisition Financing documents), in any case, except to the extent suffered or incurred as a result of the gross negligence, willful misconduct, fraud or intentional breach by or of Seller or its Subsidiaries or their respective representatives. In addition, Purchasers shall, promptly upon request by Seller, reimburse Seller for all reasonable and documented out-of-pocket costs incurred by Seller or its Subsidiaries in connection with the performance of Seller’s obligations under this Section 6.5.

Financing. (a) Each of Parent and Merger Sub shall use, and shall cause each of its Affiliates to use, its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable (including complying with its obligation under Section 6.5(b)) to arrange and obtain the Equity full proceeds of the Financing Commitments (the “Financing”) on the terms and conditions described in or contemplated by the Equity Financing Commitments, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfied, including using its best efforts to (i) maintain in effect the Equity Financing Commitments; , (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein, (iii) to satisfy (or cause their Affiliates to satisfy) on a timely basis all conditions conditions, and covenants otherwise comply with all terms, applicable to Parent and Merger Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iiior their Affiliates) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); such definitive agreements and (iv) fully enforce each Equity consummate the Financing Party’s obligations (contemplated by the Financing Commitments at or prior to Closing. In the event that any portion of the Financing becomes unavailable on the terms and conditions contemplated in the rights Financing Commitments, Parent and Merger Sub shall promptly use its best efforts to arrange to obtain any such portion from alternative sources as promptly as practicable following the occurrence of such event but not later than the last day of the Marketing Period. Parent shall deliver to the Company true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide Parent and Merger Sub with any portion of the Financing. Parent shall give the Company prompt notice of any material breach by any party of the Financing Commitments or any termination of the Financing Commitments. Each of Parent and Merger Sub shall refrain (and shall use its best efforts to cause its Affiliates to refrain) from taking, directly or indirectly, any action that would reasonably be expected to result in a failure of any of the conditions contained in the Financing Commitments or in any definitive agreement related to the Financing. Parent shall keep the Company fully informed in all material respects of the status of Parent’s and Merger Sub) ’s efforts to arrange the Financing. Parent and Merger Sub shall not amend, supplement, modify or waive any provision or remedy under the Equity Financing CommitmentsCommitments or the definitive agreements relating to the Financing, without the consent of the Company, which consent shall not be unreasonably withheld or delayed. For the avoidance of doubt, in the event (x) all or a portion of Financing Commitments structured as notes has not been consummated, (y) all conditions contained in Article VII have been satisfied or waived (other than those contained in Sections 7.2(c) and 7.3(c) and those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) and (z) the bridge facilities contemplated by the Financing Commitments (or alternative financing obtained in accordance with this Section 6.5(a)) are available, then Parent and Merger Sub shall use the proceeds of such bridge financing (or alternative financing) for the purpose of consummating the transactions contemplated by this Agreement. (b) Neither Parent nor Sub shall amend, altershall, or waiveshall cause its Subsidiaries, to sell or agree otherwise dispose of up to amend7.1 million shares of Metro, alter or waive (in any case whether by action or inaction), any term Inc. common stock within 90 days of the Equity Financing Commitments that date of this Agreement; provided, however, if the net cash proceeds to Parent of such disposition are less than $190.0 million, then Parent shall issue and sell within such 90-day period shares of Parent Common Stock and/or its preferred stock sufficient to generate net cash proceeds in an amount equal to the difference between $190.0 million and the net cash proceeds received from the sale or disposition of such Metro, Inc. common stock. The net cash proceeds of such sale or disposition, together with the net cash proceeds of any such issuance and sale of Parent Common Stock and/or Parent’s preferred stock, shall be deposited into a blocked account at Bank of America on which Parent’s lenders under its credit agreement existing as of the date of this Agreement have a first priority security interest and shall be held (without diminution) in such account through the Closing, free and clear of all other Encumbrances. The funds in the blocked account shall be used as part of the consideration for the transactions under the Agreement and, pending such use, may be used (without diminution) to support letters of credit under Parent’s credit agreement existing as of the date of this Agreement. (c) From the date hereof until the Closing Date or the earlier termination of this Agreement, the Company shall, and shall use its best efforts to cause (to the extent within its control) each of its officers, employees and other Representatives to, provide such cooperation as is reasonably requested by Parent in connection with the arrangement of the Financing, including (i) amends or modifies any of causing appropriate officers to be available, on a customary basis and on reasonable advance notice, to attend due diligence sessions, sessions with ratings agencies, meetings, presentations, and, during the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, Marketing Period and road shows; (ii) adversely affects assisting with the rights ofpreparation of materials for rating agency presentations, or remedies available toinformation and offering memoranda, business projections and financial statements, to the Company under extent relating to the Equity Financing Commitments, or Company; (iii) would or would issuing customary representation letters to auditors and using its best efforts to cause its independent accountants to provide reasonable assistance to Parent, including requesting such accountants to provide consent to Parent to use their audit reports relating to the Company and to prepare and deliver any customary “comfort letters”; (iv) providing reasonable access to the Real Property during normal business hours to the extent required by the Financing Commitments; (v) as promptly as reasonably practicable, furnishing Parent and its debt financing sources financial statements, pro forma financial information, financial data, audit reports and other information relating to the Company of the type required by Regulation S-X and Regulation S-K under the Securities Act and the other accounting rules and regulations of the SEC as may reasonably be expected requested by Parent and of the type and form required to preventbe included in a registered public offering on Form S-1 (all such information in this clause (v), impede the “Required Information”); (vi) cooperating in satisfying the conditions set forth in the Financing Commitments (to the extent the satisfaction of such condition requires the cooperation of the Company); (vii) promptly providing monthly financial statements (excluding footnotes) to the extent available and prepared by the Company in the ordinary course of business generally consistent with past practice; (viii) executing and delivering, as of the Effective Time, any pledge and security documents, other definitive financing documents, or delay other certificates or documents contemplated by the Financing Commitments as may be reasonably requested by Parent (including a customary representation letter of the chief financial officer of the Company or any Subsidiary of the Company with respect to consents of accountants for use of their reports in any materials relating to the debt financing contemplated by the Financing Commitments) and otherwise reasonably facilitating the pledging of collateral (including obtaining the insurance, surveys, releases, terminations, waivers, consents, estoppels and approvals as may be required in connection therewith) contemplated by the Financing Commitments; and (ix) as of the Effective Time, taking all corporate actions necessary to authorize the consummation of the Offerfinancing contemplated by the Financing Commitments. The Company will periodically update any such Required Information to be included in an offering document to be used in connection with such financing so that such Required Information complies with clause (v) of the preceding sentence. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the financing contemplated by the Financing Commitments; provided that such logos are used solely in a manner that is not intended to or likely to harm or disparage the Company or its Subsidiaries. All material non-public information regarding the Company and its Subsidiaries provided to Parent, Merger Sub or their Representatives pursuant to this Section 6.5(b) shall be kept confidential by them in accordance with the Confidentiality Agreement except for disclosure to potential investors as required in connection with the Financing subject to customary confidentiality protections. (d) Neither the Company nor any of its Subsidiaries shall be required to pay any commitment or other fee or incur any other liability in connection with the Financing prior to the Effective Time. (e) If this Agreement is terminated by Parent or the Company pursuant to Section 8.1, then Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket fees and expenses incurred by or on behalf of the Company solely as a result of its compliance with this Section 6.5. (f) Nothing contained in this Section 6.5 or otherwise shall require the Company to be an issuer or other obligor with respect to the Financing prior to the Closing. (g) If, prior to the Effective Time, the Merger or Company incurs debt under the Equity Financing, in each case, without the prior written consent “accordion” feature of the CompanyCompany Credit Agreement, then the Company shall use its best efforts to facilitate the mortgaging of the owned Real Property identified in Section 6.1(d)(i)(D) of the Company Disclosure Letter (including obtaining surveys, releases, terminations, waivers, consents, estoppels and approvals as may be required in connection therewith) by Parent at the Effective Time.

Financing. (a) Parent and 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 necessary, proper or advisable to arrange and obtain the Equity Debt Financing on the terms and conditions described in or contemplated by the Equity Debt Financing CommitmentsCommitment and shall not agree to any amendment or modification to be made to, in each case or any waiver of any provision or remedy under, the Debt Financing Commitment without the prior written consent of the Company if such amendments, modifications or waivers would or would reasonably be expected to when (w) reduce the aggregate amount of the Debt Financing below the amount required to consummate the Merger and the other transactions contemplated hereby, (x) impose new or additional conditions to the Closing set forth in Article IX receipt of the Debt Financing, (y) prevent or materially delay the consummation of the transactions contemplated by this Agreement or (z) adversely impact the ability of Parent or Merger Sub to enforce its rights against the other than those conditions parties to the Financing Commitments (provided that by their nature canParent and Merger Sub may amend the Debt Financing Commitment to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Commitment as of the date of this Agreement so long as such action would not reasonably be satisfied until expected to delay or prevent the Closing Date) are satisfiedClosing), including using reasonable best efforts to (i) maintain in effect the Equity Debt Financing Commitments; Commitment, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent and Merger Sub in the Debt Financing Commitment (including by consummating the financing pursuant to the terms of the Equity Financing Commitments Commitment) and otherwise comply with its obligations in each case thereunder; , (iii) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Debt Financing Commitment (or terms and conditions no less favorable, in the aggregate, to Parent and Merger Sub (in the reasonable judgment of Parent) than the terms and conditions in the Debt Financing Commitment), (iv) in the event that all conditions in Annex I the Debt Financing Commitment (other than the availability or funding of any Equity Financing) have been satisfied, consummate the Equity Debt Financing on at or prior to Closing and (v) subject to compliance with the date requirements of Section 10.09(b), enforce its rights under the Debt Financing Commitment in the event that all conditions in the Debt Financing Commitment (other than the availability or funding of any Equity Financing) have been satisfied, to cause the lenders and other persons providing Debt Financing to fund on the Closing is Date the Debt Financing required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (consummate the Merger and the rights other transactions contemplated hereby. Without limiting the generality of the foregoing, Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Merger Sub shall amend, alter, or waive, or agree to amend, alter or waive give the Company prompt notice (in any case whether by action or inaction), any term containing a reasonable description of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent circumstances giving rise to the receipt notified matter): (A) of the Equity Financing any material breach or imposes additional conditions precedent to the receipt material default (or any event or circumstance that, with or without notice, lapse of the Equity Financingtime or both, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede give rise to any material breach or delay material default) by any party to the consummation Debt Financing Commitment or definitive document related to the Debt Financing of which Parent or Merger Sub become aware; (B) of the Offerreceipt of any written notice or other written communication from any party to the Debt Financing Commitment with respect to any breach, default, termination or repudiation by any party to the Debt Financing Commitment or any definitive document related to the Debt Financing or any provisions of the Debt Financing Commitment or any definitive document related to the Debt Financing; and (C) if Parent or Merger Sub will not be able to obtain all or any portion of the Debt Financing on the terms, in the manner or from the sources contemplated by the Debt Financing Commitment or the definitive documents related to the Debt Financing; provided, that the Parent and Merger Sub shall be under no obligation to disclose any information that is subject to attorney client or similar privilege, but only if such privilege is asserted in good faith. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitment, Parent shall, if requested by the Company, use its reasonable best efforts to arrange and obtain alternative debt financing from alternative debt sources in an amount sufficient to consummate the transactions contemplated by this Agreement upon terms and conditions not less favorable, taken as a whole, to Parent and Merger Sub (in the reasonable judgment of Parent) than those in the Debt Financing Commitment as promptly as practicable following the occurrence of such event but no later than the Business Day immediately prior to the Closing Date. To the extent Parent, at the Company’s request, seeks to arrange and obtain alternative debt financing from alternative debt sources and such actions by Parent are determined to have constituted a breach of the Debt Financing Commitment, the Merger Company agrees that such result shall not be deemed to be a breach by Parent of its obligations under this Section 7.18 or the Equity Financingotherwise under this Agreement. Notwithstanding anything contained in this Section 7.18 or in any other provision of this Agreement, in each case, without the prior written consent no event shall Parent or Merger Sub be required (x) to amend or waive any of the Companyterms or conditions hereof or (y) consummate the Closing any earlier than the final day of the Marketing Period.

Financing. (a) Parent and Sub shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange and obtain the Equity Financing on the terms and conditions described in or contemplated by the Equity Financing Commitments, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfied, including to (i) maintain in effect the Equity Financing Commitments; (ii) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on On or prior to the date Closing Date (with drafts delivered at least (3) Business Days’ prior to the Closing is Date), the Company shall cause the agent under the Existing Company Credit Facility to deliver an executed payoff letter (the “Payoff Letter”) with respect to the Existing Company Credit Facility, in customary form reasonably acceptable to Parent, which shall (i) indicate the total amount required to occur pursuant be paid to Section 2.01(dfully satisfy all principal, interest, prepayment premiums, penalties, breakage costs and any other monetary obligations then due and payable under the Existing Company Credit Facility as of the anticipated Closing Date (and, if applicable, the daily accrual thereafter) (the “Payoff Amount”); , together with wire transfer and payment instructions, (ii) state that upon receipt of the Payoff Amount in accordance with the Payoff Letter, the Existing Company Credit Facility and all related loan documents shall be discharged and terminated, (iii) provide that all Liens and guarantees in connection with the Existing Company Credit Facility relating to the assets and properties of the Company or any of its Subsidiaries securing the obligations under the Existing Company Credit Facility shall be released and terminated upon payment of the Payoff Amount on the Closing Date and (iv) fully enforce each Equity Financing Party’s obligations provide for the return of all possessory collateral (and if any) in connection with the rights of Parent and Sub) under Existing Company Credit Facility (to the Equity Financing Commitments. (b) Neither Parent nor Sub extent reasonably practicable, on the Closing Date); provided that such Payoff Letter shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term be contingent upon the occurrence of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity FinancingClosing, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede or delay the consummation of the Offer, the Merger or the Equity Financing, in each case, without the prior written consent of unless otherwise agreed by the Company.

Financing. (a) Parent The Company shall, and Sub shall takecause its Subsidiaries to, or and shall use its commercially reasonable efforts to cause to be takenits Representatives to, provide all actions and docooperation that is necessary, or cause to be done, all things necessary customary or advisable and reasonably requested by Parent to arrange and obtain assist Parent in the Equity Financing arrangement of any 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 other action on the terms and conditions described in part of the Company, its Subsidiaries or contemplated by the Equity Financing Commitments, in each case prior to when the conditions their respective Representatives to the Closing set forth in Article IX extent it would (A) unreasonably disrupt the conduct of the business or operations of the Company or its Subsidiaries or (B) require the Company, any of its Subsidiaries or any of their respective Representatives to enter into any agreement, take any corporate action or otherwise agree to pay any fees, reimburse any expenses or otherwise incur any liability (other than those conditions immaterial out-of-pocket expenses that shall be subject to reimbursement by their nature cannot be satisfied until Sub as set forth below) or give any indemnities prior to the Closing Date) are satisfied, including to Effective Time. Such cooperation shall include (i) maintain in effect preparing and furnishing all financial and other pertinent information regarding the Equity Financing Commitments; Company and its Subsidiaries reasonably requested by Parent, (ii) satisfy on a timely basis all conditions and covenants applicable reasonably facilitating the pledging of collateral, provided that no such documents or agreements shall be effective prior to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; Effective Time, (iii) in the event that taking all conditions in Annex I have been satisfiedcorporate actions, consummate the Equity Financing on or prior subject to the date occurrence of the Closing is required Effective Time, reasonably requested by Parent to occur pursuant to Section 2.01(d); permit the consummation of such financing and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of furnishing Parent and Subany 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 (x) any information provided by the Company or any of its Subsidiaries or (y) any fraud or intentional misrepresentation or willful misconduct by any such persons. Notwithstanding anything in this Section 7.08 to the contrary, the Company shall not be required under the Equity Financing Commitmentsthis Section 7.08(a) to cause its officers or employees to participate in any road shows or similar events related to such financing. (b) Neither Parent nor Sub The Company shall, and shall amendcause its Subsidiaries to, alter, or waive, or agree deliver all notices and take all other actions to amend, alter or waive (facilitate the termination at the Effective Time of all commitments in any case whether by action or inaction), any term respect of the Equity Financing Commitments that (i) amends or modifies any Existing Credit Agreement, the repayment in full on the Merger Closing Date of all obligations in respect of the conditions precedent to Indebtedness thereunder, and the receipt release on the Merger Closing Date of any Liens securing such Indebtedness and guarantees in connection therewith. In furtherance and not in limitation of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available toforegoing, the Company under and its Subsidiaries shall use commercially reasonable efforts to deliver to Parent prior to the Equity Financing CommitmentsOffer Closing an executed payoff letter with respect to the Existing Credit Agreement (the “Payoff Letter”) in form and substance customary for transactions of this type, or (iii) would or would reasonably be expected to prevent, impede or delay from the consummation applicable agent on behalf of the Offerpersons to whom such Indebtedness is owed, which Payoff Letter together with any related release documentation shall, among other things, include the Merger or payoff amount and provide that Liens (and guarantees), if any, granted in connection with the Equity FinancingExisting Credit Agreement relating to the assets, in each case, without the prior written consent rights and properties of the CompanyCompany and its Subsidiaries securing or relating to such Indebtedness, shall, upon the payment of the amount set forth in the applicable Payoff Letter at or prior to the Effective Time, be released and terminated. The obligations of the Company pursuant to this Section 7.08(b) shall be subject to Sub providing or causing to be provided all funds required to effect all such repayments at or prior to the Effective Time.

Financing. (a) Parent and 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 necessary, proper or advisable to arrange consummate and obtain the Equity Financing on the terms and conditions described in or contemplated by the Equity Financing Commitments, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfiedCommitment Letter, including using best efforts to (i) maintain in effect the Equity Commitment Letter and, if entered into prior to the Closing, the definitive documentation with respect to the Financing Commitments; contemplated by the Commitment Letter (the “Definitive Agreements”), (ii) negotiate and execute the Definitive Agreements on terms and conditions contemplated by the Commitment Letter (including any “flex” provisions thereof) or on such other terms and conditions that are in the aggregate, not materially less favorable to Parent than those contained in the Commitment Letter and do not expand upon the conditions precedent set forth in the Commitment Letter in a manner that would reasonably be expected to make any portion of the funding of the Financing less likely to be obtained or delay in any material respect the funding of the Financing and, upon execution thereof, deliver a copy thereof to the Company (which copy shall exclude and/or redact any references to fees contained therein), (iii) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub its Subsidiaries in the Equity Financing Commitments Commitment Letter and otherwise Definitive Agreements that are within its control and comply with its obligations thereunder and not take or fail to take any action that would be reasonably expected to prevent or impede or delay the availability of the Financing, (iv) take each of the actions required of the Company and its Subsidiaries in each case thereunder; paragraphs (iiib)(i) through (b)(ix) below with respect to itself and its Subsidiaries, and (v) enforce its rights under the Commitment Letter and Definitive Agreements in the event of a breach by the Financing Sources that impedes or delays the Closing, including by seeking specific performance of the parties thereunder if necessary, unless Parent reasonably concludes that seeking specific performance is impracticable or not reasonably likely to succeed under such circumstances. In the event that all conditions in Annex I to the Financing have been satisfied, consummate Parent shall use its reasonable best efforts to cause the Equity lenders and the other persons providing such Financing to fund such Financing on the Closing Date. Notwithstanding anything to the contrary herein, 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 Definitive Agreements, including to add additional lenders, agents or other parties to the Commitment Letter and/or the Definitive Agreements, and/or substitute other debt (but not equity financing) for all or any portion of the Financing from the same and/or alternative financing sources, including by electing to utilize its existing senior secured credit facility as a form of alternative financing (subject to obtaining the consent of the Required Lenders (as defined in such credit facility) prior to the date consummation of the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inactionMerger), provided that any term such amendment, replacement, supplement or other modification to or waiver of any provision of the Equity Commitment Letter or Definitive Agreements that amends the Financing Commitments that and/or substitution of all or any portion of the Financing shall not (iA) amends or modifies any of expand upon the conditions precedent to the receipt of Financing as set forth in the Equity Financing or imposes additional conditions precedent to the receipt of the Equity FinancingCommitment Letter, (iiB) adversely affects the rights of, prevent or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede or delay the consummation of the OfferMerger and the other transactions contemplated by this Agreement or (C) provide for terms and conditions (including any “flex” provisions) that are, in the aggregate, materially less favorable to Parent than those in the Commitment Letter. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter or Definitive Agreements in its reasonable discretion, provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with the financial resources of Parent, including cash on hand and the proceeds of loans under existing revolving credit facilities of Parent, to consummate the Merger and the other transactions contemplated by this Agreement (including the payment of the Required Refinancing Indebtedness), and provided further that such reduction shall not (I) expand upon the conditions precedent to the Financing as set forth in the Commitment Letter in a manner that would reasonably be expected to make any portion of the funding of the Financing less likely to be obtained or delay in any material respect the Equity funding of the Financing, (II) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement, or (III) provide for other terms and conditions (including any “flex” provisions) that are, in the aggregate, materially less favorable to Parent than those in the Commitment Letter. If any portion of the Financing becomes unavailable or Parent becomes aware of any event or circumstance that makes any portion of the Financing unavailable, in each case, on the terms and conditions contemplated in the Commitment Letter and such portion is reasonably required to consummate the Merger and the other transactions contemplated by this Agreement (including the payment of the Required Refinancing Indebtedness), Parent shall use its best efforts to arrange and obtain as promptly as practicable following the occurrence of such event alternative financing from alternative financing sources in an amount sufficient to consummate the Merger and the other transactions contemplated by this Agreement (including the repayment of the Required Refinancing Indebtedness), provided, that without the prior written consent of the Company (not to be unreasonably withheld), no such alternative financing (a) shall be equity financing or (b) shall be on terms and conditions (including any “flex” provisions and conditions to funding) that are not, in the aggregate, at least as favorable to Parent and the Company as those in the Commitment Letter. Parent shall give the Company prompt oral and written notice (but in any event not later than 48 hours after the occurrence) of any material breach by any party to the Commitment Letter or Definitive Agreements or of any condition not likely to be satisfied, in each case, of which Parent becomes aware or any termination or waiver, amendment or other modification of the Commitment Letter or Definitive Agreements. Parent shall keep the Company reasonably informed on a current basis and in reasonable detail of the status of its effort to arrange the Financing and shall provide to the Company copies of all documents related to the Financing (excluding fee letters and engagement letters, except to the extent that such documents contain any conditions to funding or “flex” provisions (excluding provisions related solely to fees)). In the event that Parent commences an enforcement action to enforce its rights under the Commitment Letter or the Definitive Agreements and/or cause the Financing Sources to fund the Financing (any such action, a “Financing Action”), Parent shall (x) keep the Company reasonably informed of the status of the Financing Action and (y) at the reasonable request of the Company, shall make Parent’s employees and Representatives (other than any of its Financing Sources) reasonably available to discuss the status of, and material developments with respect to, the Financing Action. (b) The Company shall provide, and shall cause its Subsidiaries to provide, and shall use its reasonable best efforts to cause each of its and their respective Representatives, including legal, tax, regulatory and accounting, to provide, all cooperation reasonably requested by Parent and/or the Financing Sources in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including, but not limited to, (i) promptly providing information relating to the Company and its Subsidiaries to the Financing Sources to the extent reasonably requested by Parent to assist in preparation of customary offering or information documents to be used for the completion of the Financing as contemplated by the Commitment Letter, (ii) 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 Company), presentations, road shows, drafting sessions, due diligence sessions (including accounting due diligence sessions) and sessions with the rating agencies, (iii) assisting in the preparation of documents and materials, including, but not limited to, (A) any customary offering documents, bank information memoranda, prospectuses and similar documents (including historical and pro forma financial statements and information) for any of the Financing, and (B) materials for rating agency presentations, (iv) cooperating with the marketing efforts for any of the Financing (including consenting to the use of the Company’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 Company or its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries), (v) executing and delivering (or using reasonable best efforts to obtain from its advisors), and causing its Subsidiaries to execute and deliver (or use reasonable best efforts to obtain from its advisors), customary certificates (including a certificate of the principal financial officer of the Company 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 reasonably requested by Parent as necessary and customary in connection with the Financing, (vi) assisting in (A) the preparation of and entering into one or more credit agreements, currency or interest hedging agreements or (B) the amendment of any of the Company’s or its Subsidiaries’ existing credit agreements, currency or interest hedging agreements, in each case, on terms satisfactory to Parent and that are reasonably requested by Parent in connection with the Financing; provided that no obligation of the Company or any of its Subsidiaries under any such agreements or amendments shall be effective until the Effective Time, (vii) as promptly as practicable, furnishing Parent and the Financing Sources with all financial and other information regarding the Company and its Subsidiaries as may be reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used for the completion of the Financing as contemplated by the Commitment Letter, (viii) using its reasonable best efforts, as appropriate, to have its independent accountants provide their reasonable cooperation and assistance and (ix) cooperating reasonably with Parent’s Financing Sources’ due diligence, to the extent customary and not unreasonably interfering with the business of the Company; provided that, until the Effective Time occurs, neither the Company nor any of its Subsidiaries shall (1) be required to pay any commitment or other similar fee, (2) have any liability or any obligation under any credit agreement or any related document or any other agreement or document related to the Financing (or alternative financing that Parent may raise in connection with the transactions contemplated by this Agreement), (3) be required to incur any other liability in connection with the Financing (or any alternative financing that Parent may raise in connection with the transactions contemplated by this Agreement) or (4) be required to issue a notice of optional redemption for any outstanding series of notes of the Company or any of its Subsidiaries if the indenture governing such series of notes does not provide that such notice may be conditioned on the occurrence of the Effective Time unless, in the case of clauses (1), (2) and (3), reimbursed or indemnified by Parent to the reasonable satisfaction of the Company; provided, further, that (I) all non-public or other confidential information provided by the Company or any of its Representatives pursuant to this Section 5.12 shall be kept confidential in accordance with the Confidentiality Agreement, except that Parent shall be permitted to disclose such information to potential syndicate members during syndication, subject to customary confidentiality undertakings by such potential syndicate members and (II) the Company shall be permitted a reasonable period to comment on any documents or other information circulated to potential financing sources that contain or are based upon any such non-public or other confidential information. Parent (A) shall promptly, upon request by the Company, reimburse the Company for all reasonable out of pocket costs (including reasonable attorneys’ fees) incurred by the Company, any of its Subsidiaries or their respective Representatives in connection with the cooperation of the Company and its Subsidiaries and their Representatives contemplated by this Section 5.12, (B) acknowledges and agrees that the Company, its Subsidiaries and their respective Representatives shall not have any responsibility for, or incur any liability to any person prior to the Effective Time under, the Financing or any alternative financing that Parent may raise in connection with the transactions contemplated by this Agreement and (C) 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 the Financing and any information used in connection therewith, unless such loss, damage, claim, cost or expense results from the Company’s or its Subsidiary’s gross negligence or willful misconduct. (c) In the event that the Commitment Letter or Definitive Agreements are amended, replaced, supplemented or otherwise modified, including as a result of obtaining alternative financing in accordance with Section 5.12(a), or if Parent substitutes other financing for all or a portion of the Financing in accordance with Section 5.12(a), each of Parent and the Company shall comply with its covenants in Section 5.12(a) and (b) with respect to the Commitment Letter or Definitive Agreements, as applicable, as so amended, replaced, supplemented or otherwise modified and with respect to such other financing to the same extent that Parent and the Company would have been obligated to comply with respect to the Financing. (d) Parent acknowledges and agrees that neither the obtaining of the Financing or any alternative financing is a condition to Parent’s obligations to consummate the Merger and the other transactions contemplated by this Agreement.

Financing. (a) Parent and Sub shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable use its reasonable best efforts to arrange and obtain the Equity Financing on the terms and conditions described in or contemplated by the Equity Financing Commitments, in each case prior to when Commitment Letter and the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfiedDebt Commitment Letter, including using reasonable best efforts to (i) maintain in effect the Equity Financing Commitments; Commitment Letter and Debt Commitment Letter, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub in Purchaser to obtaining the Equity Financing Commitments set forth therein, and otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on at or prior to the date the Closing is required dates that Purchaser becomes obligated to occur accept for payment and pay for Shares pursuant to Section 2.01(d); the Offer. If any portion of the Financing becomes unavailable on the terms and (iv) fully enforce each conditions contemplated in the Equity Financing Party’s obligations (Commitment Letter and the rights Debt Commitment Letter, Parent shall use its commercially reasonable efforts to arrange to obtain alternative financing on substantially similar terms from alternative sources in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event. Parent and Sub) under shall give the Company prompt notice of any material breach or alleged material breach by any party to the Equity Financing Commitments. (b) Neither Commitment Letter or the Debt Commitment Letter of which Parent nor Sub shall amend, alteror Purchaser becomes aware, or waive, any termination or agree to amend, alter or waive (in any case whether by action or inaction), any term threatened termination of the Equity Financing Commitments that (i) amends Commitment Letter or modifies any the Debt Commitment Letter. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the conditions precedent status of its efforts to arrange the receipt Financing and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Equity Financing Commitment Letter or imposes additional conditions precedent to the receipt of Debt Commitment Letter without first consulting with the Equity FinancingCompany or, (ii) adversely affects the rights ofif such amendment would, or remedies available would be reasonably expected to, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede materially and adversely affect or delay in any material respect the consummation ability of Parent or Purchaser to consummate the Offer, transactions contemplated by this Agreement without first obtaining the Merger or the Equity Financing, in each case, without the Company’s prior written consent of the Company(such consent not to be unreasonably withheld or delayed).

Financing. (a) Each of Parent and Merger Sub shall take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange consummate and obtain the Equity Financing on the terms and conditions described in the Commitment Letter, including to (A) maintain in effect the Commitment Letter, (B) satisfy on a timely basis all conditions applicable to Parent and Merger Sub to obtaining the Financing, (C) negotiate definitive agreements with respect thereto on the terms and conditions contained in the Commitment Letter (including any “flex” provisions), (D) consummate the Financing at or prior to the Closing Date, and (E) enforce their rights under the Commitment Letter in the event of a breach by the Financing Sources of their obligations under the Commitment Letter. In the event that all the conditions to the Financing have been satisfied or waived, each of Parent and Merger Sub shall cause the Financing Sources to fund the Financing required to consummate the Transactions at the Closing Date. Parent and Merger Sub shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Commitment Letter or the fee letter referred to in the Commitment Letter without the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned). (b) In the event any portion of the Financing becomes unavailable on the terms and conditions described in or contemplated by the Equity Commitment Letter for any reason and such portion is reasonably required to fund the Required Amounts, each of Parent and Merger Sub shall arrange to obtain, as promptly as practicable following the occurrence of such event but by no later than seven (7) business days prior to the Outside Date, alternative financing from alternative sources (the “Alternative Financing”) in an amount sufficient to pay the Required Amounts. In the event that Alternative Financing Commitmentsshall be obtained pursuant to this Section 6.12(b), each of Parent and Merger Sub shall comply with its covenants in Section 6.12(a) with respect to such Alternative Financing. (c) The Company shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause each of its and their respective Representatives, including legal, tax, regulatory and accounting, to, use its reasonable best efforts to provide all cooperation reasonably requested by Parent and/or the Financing Sources in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries), including (i) providing information relating to the Company and its Subsidiaries to Parent and the Financing Sources to be used in the preparation of an information package regarding the business, operations, financial projections and prospects of Parent, the Company and their respective Subsidiaries customary for such financing or reasonably necessary for the completion of the Financing by the Financing Sources, to the extent reasonably requested by Parent to assist Parent in preparation of customary offering or information documents to be used for the completion of the Financing as contemplated by the Commitment Letter (as adjusted by the agreed marketing terms, if any) or the definitive financing agreements, (ii) 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 Company), presentations, road shows, drafting sessions, due diligence sessions (including accounting due diligence sessions) and sessions with the rating agencies, in each case prior to when as are reasonably necessary for the conditions to completion of the Closing set forth Financing by the Financing Sources, (iii) assisting in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfiedParent’s preparation of documents and materials, including to (iA) maintain in effect any customary offering documents and bank information memoranda (including public and private versions thereof) for the Equity Financing Commitments; Financing, and (iiB) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations materials for rating agency presentations, in each case thereunder; (iii) in as are reasonably necessary for the event that all conditions in Annex I have been satisfiedcompletion of the Financing by the Financing Sources, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity cooperating with Parent’s marketing efforts for the Financing Party(including consenting to the use of the Company’s obligations 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 Company or its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries as reasonably determined by the Company), (v) provide reasonable assistance in the preparation of and executing and delivering (or using reasonable best efforts to obtain from its advisors), and causing its Subsidiaries to execute and deliver (or use reasonable best efforts to obtain from their advisors), customary certificates (including a certificate of the principal financial officer of the Company or any Subsidiary with respect to solvency of the Company and the rights of Parent and Sub) under Company Subsidiaries immediately before giving effect to the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree Merger in substantially the same form as attached to amend, alter or waive (in any case whether by action or inactionthe Commitment Letter), any term of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent other documents and instruments relating to guarantees and other matters ancillary to the receipt of Financing as may be reasonably requested by Parent as necessary and customary in connection with the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (iivi) adversely affects the rights ofprovide reasonable assistance in connection with Parent’s preparation of and entering into one or more credit agreements, currency or interest hedging agreements, or remedies available to, other agreements; provided that no obligation of the Company or any of its Subsidiaries under any such agreements or amendments shall be effective until the Equity Effective Time, (vii) as promptly as practicable, furnishing Parent and the Financing Commitments, Sources with financial and other information regarding the Company and its Subsidiaries as may be reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or (iii) would or would reasonably information documents to be expected to prevent, impede or delay used for the consummation completion of the Offer, Financing as contemplated by the Merger Commitment Letter or the Equity Financingdefinitive financing agreements, (viii) using its reasonable best efforts, as appropriate, to have its independent accountants provide their reasonable cooperation and assistance, including participation in due diligence sessions, (ix) using its reasonable best efforts to permit any cash and cash equivalents of the Company and its Subsidiaries to be made available to Parent and/or Merger Sub at the Effective Time, (x) providing authorization letters to the Financing Sources authorizing the distribution of information to prospective Financing Sources and containing, if true, a representation to the Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Company or its affiliates or securities, (xi) using its reasonable best efforts to ensure that the Financing Sources benefit materially from the existing lending and banking relationships of the Company and its Subsidiaries and that the Financing Sources have the benefit of “clear market” provisions in the Commitment Letter relating to the Company and its Subsidiaries, and (xii) cooperating reasonably with Parent’s Financing Sources’ due diligence and with their efforts to obtain guarantees from the Company and its Subsidiaries and obtain and perfect security interests in the assets of the Company and its Subsidiaries intended to constitute collateral securing such financing, with such cooperation occurring prior to or simultaneously with the Closing, but the execution of any guarantees or security arrangements not taking effect until the Effective Time, in each case, without to the extent customary and reasonable; provided that in no event shall the Company or any of its Subsidiaries be required to take any actions that would encumber any of its assets prior written consent to the consummation of the Merger or that would result in a breach of any Company Material Contract or Material Company Lease prior to the consummation of the Merger; and provided, further, until the Effective Time occurs, neither the Company nor any of its Subsidiaries shall (A) be required to pay any commitment or other similar fee relating to the Financing or (B) prior to the Effective Time have any liability or any obligation under any credit agreement or any related document or any other agreement or document related to the Financing (or Alternative Financing that Parent may raise in connection with the Transactions), other than this Agreement; provided, further, that (I) all non-public or other confidential information provided by the Company or any of its Representatives pursuant to this Section 6.12 shall be kept confidential in accordance with the Confidentiality Agreement, except that Parent and Merger Sub shall be permitted to disclose such information in accordance with the Commitment Letter, and (II) the Company shall be permitted a reasonable period to comment on those portions of the confidential information memoranda circulated to potential financing sources that contain or are based upon any such non-public or other confidential information. Parent acknowledges and agrees that the Company and the Company Subsidiaries shall not incur any liability to any Person prior to the Effective Time in connection with any Financing (or Alternative Financing). The effectiveness of any documentation executed by the Company or any Company Subsidiary shall in all cases be subject to the occurrence of the Effective Time. Parent shall promptly, upon request by the Company, reimburse the Company for all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries in connection with the cooperation of the Company and the Company Subsidiaries contemplated by this Section 6.12(c) and Parent and Merger Sub shall jointly and severally indemnify and hold harmless the Company, the Company Subsidiaries and their respective directors, officers and Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments, and penalties suffered or incurred by any of them in connection with the arrangement of the Financing (or any Alternative Financing) and any information used in connection therewith. The foregoing indemnification obligation shall survive the Closing and any termination of this Agreement. (d) In the event that the Commitment Letter is amended, replaced, supplemented or otherwise modified in accordance with Section 6.12(a), including as a result of obtaining Alternative Financing, or if Parent substitutes Alternative Financing for all or a portion of the Financing as permitted by Section 6.12(b), each of the Company, Parent and Merger Sub shall comply with its covenants in this Section 6.12 with respect to the Commitment Letter as so amended, replaced, supplemented or otherwise modified and with respect to such Alternative Financing to the same extent that the Company, Parent and Merger Sub would have been obligated to comply with respect to the Financing. (e) Parent shall give the Company prompt written notice of any material breach by any party to, or any condition not likely to be satisfied in, the Commitment Letter (or any Alternative Financing obtained in accordance with this Section 6.12) of which Parent becomes aware or any termination (or threat of termination) of the Commitment Letter (or commitments for Alternative Financing obtained in accordance with this Section 6.12). Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange and consummate the Financing (or Alternative Financing). In the event that the Commitment Letter is amended, replaced, supplemented or modified in accordance with this Section 6.12 or Alternative Financing is obtained in accordance with this Section 6.12, Parent shall promptly notify the Company thereof and promptly provide the Company with copies of any definitive agreements related thereto. Parent and Merger Sub acknowledge that obtaining the Financing or any Alternative Financing is not a condition precedent to Parent’s and Merger Sub’s obligations under this Agreement, including Parent’s and Merger Sub’s obligations pursuant to Article I and Article II.

Financing. (a) Parent The Buyer shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or replace, (i) Equity Financing Commitment (the “Equity Financing”), or (ii) the Debt Financing Commitments if, in the case of the Debt Financing Commitments, such amendment, modification, waiver or replacement (x) reduces the aggregate amount of the financing contemplated by the Debt Financing Commitments (the “Debt Financing” and Sub together with the Equity Financing, the “Financing”) to an amount committed below the amount that is required, together with other financial resources of the Buyer, including amounts available under the Equity Financing Commitment, cash, cash equivalents and marketable securities of the Buyer on the Closing Date, to finance the Purchase Price on the terms set forth herein or (y) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing in a manner that would reasonably be expected to (A) materially delay or prevent the Closing or (B) materially delay, prevent or otherwise make materially less likely to occur the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) and shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange and obtain the Equity Debt Financing on the terms and conditions described in the Debt Financing Commitments (provided, however, that the Buyer may amend or contemplated by replace the Equity Debt Financing CommitmentsCommitments to add lenders, in each case prior to when lead arrangers, bookrunners, syndication agents or similar entities who had not executed a Debt Financing Commitment as of the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfieddate hereof), including using commercially reasonable efforts to (i) maintain in effect the Equity Debt Financing Commitments; , (ii) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub in the Equity Buyer to obtaining the Debt Financing Commitments and otherwise comply with its obligations in each case thereunder; at the Closing set forth therein, (iii) in enter into definitive agreements with respect thereto on the event that all terms and conditions in Annex I have been satisfied, (including the flex provisions) contemplated by the Debt Financing Commitments (and provide copies thereof to the Seller upon reasonable request) and (iv) consummate the Equity Debt Financing on in accordance with the terms and conditions of the Debt Financing Commitments at or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing CommitmentsClosing. (b) Neither Parent nor Sub In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitments (including the flex provisions), the Buyer shall amend, alter, or waive, or agree promptly notify the Seller and shall use commercially reasonable efforts to amend, alter or waive arrange to obtain alternative debt financing from alternative debt sources on terms and conditions no less favorable to the Buyer (in any case whether by action or inaction), any term the reasonable judgment of the Equity Buyer) and in an amount sufficient to consummate the transactions contemplated hereby promptly following the occurrence of such event (the “Alternative Financing”). The Buyer shall promptly deliver to the Seller true, complete and correct copies of all agreements pursuant to which any such alternative source shall have committed to provide the Buyer with the Alternative Financing. For purposes of this Section 5.21, references to “Debt Financing” shall include the financing contemplated by the Debt Financing Commitments that as permitted by this Section 5.21 to be amended, modified or replaced and references to “Debt Financing Commitments” shall include such documents as permitted by this Section 5.21 to be amended, modified or replaced, in each case from and after such amendment, modification or replacement. (c) Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 5.21 or elsewhere in this Agreement shall require, and in no event shall the “commercially reasonable efforts” of the Buyer be deemed or construed to require, the Buyer to (i) amends bring any litigation or modifies any of other enforcement action against the conditions precedent Debt Financing Sources in order to enforce its rights under the receipt of the Equity Debt Financing Commitments or imposes additional conditions precedent to the receipt of the Equity Financingotherwise, (ii) adversely affects the rights of, or remedies available to, the Company under seek the Equity Financing Commitmentsfrom any source other than those counterparty to, or in any amount in excess of that contemplated by, the Equity Financing Commitment, (iii) would seek or would accept Debt Financing on terms less favorable in any material respect than the terms and conditions described in the Debt Financing Commitments (including the flex provisions) as determined in the reasonable judgment of the Buyer or (iv) pay any fees materially in excess of those contemplated by the Debt Financing Commitments (whether to secure a waiver of any conditions contained therein or otherwise). (d) In order to assist with the Debt Financing and at the Buyer’s expense, the Seller shall promptly provide its, and shall use reasonable best efforts to cause its Representatives to promptly provide their, reasonable best efforts assistance and cooperation as the Buyer and its Affiliates may reasonably request, including, but not limited to, (i) participating in presentations and meetings (including customary one-on-one meetings between senior management and representatives of the Seller and the Debt Financing Sources, prospective lenders in respect of the Debt Financing and rating agencies) and cooperating with the marketing efforts of the Buyer and the Debt Financing Sources, (ii) assisting with the preparation of materials for rating agency presentations, bank information memoranda, business projections, lender presentations and similar documents prepared in connection with the Debt Financing, including execution and delivery of customary representation letters in connection with bank information memoranda, (iii) furnishing the Buyer and the Debt Financing Sources with financial, due diligence material and other pertinent information regarding the Seller as may be expected reasonably requested by the Buyer, (iv) executing and delivering, as of the Closing Date, any definitive financing documents, including any credit agreements, guarantees, pledge agreements, security agreements, mortgages, deeds of trust and other security documents or other certificates, documents and instruments relating to preventguarantees, impede the pledge of the collateral securing the Debt Financing and other matters ancillary to the Debt Financing as may be reasonably requested by the Buyer in connection with the Debt Financing and otherwise reasonably facilitating the pledging of, and granting and perfecting of Encumbrances in, the collateral securing the Debt Financing (including cooperation in connection with the payoff of the Indebtedness of the Seller required by this Agreement and the termination of related Encumbrances), (v) furnishing, within the time period specified in the Debt Financing Commitments, all documentation and other information required by regulators and authorities under applicable “know your customer” and anti-money laundering and regulations, including the PATRIOT Act and (vi) taking all corporate or delay other actions, and providing such other assistance, necessary or reasonably requested by the Buyer to permit the consummation of the OfferDebt Financing and to permit the proceeds thereof to be made available to the Buyer on the Closing Date. The Seller hereby consents to the use of its logos in connection with the Debt Financing. For purposes of this Section 5.21(d), references to “Debt Financing” shall include any Alternative Financing. (e) The Buyer shall (i) if the Merger Closing does not occur, indemnify and hold harmless the Seller from and against any and all liabilities and expenses suffered or incurred by the Equity Financing, Seller in each case, without connection with the prior written consent arrangement of the CompanyDebt Financing contemplated by the Debt Financing Commitments and the performance of its obligations under this Section 5.21 and any information utilized in connection therewith (other than information related to the Seller or its Subsidiaries provided by or on behalf of the Seller or its Subsidiaries in writing specifically for use in connection with the Debt Financing offering documents) and (ii) promptly upon request of the Seller reimburse the Seller for all reasonable costs and expenses incurred by the Seller (including those of its Representatives) in connection with the cooperation required by this Section 5.21.

Financing. (a) Each of Parent and Merger Sub shall use reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange arrange, obtain and obtain consummate the Equity Debt Financing on the terms and conditions described in or contemplated by the Equity Financing CommitmentsDebt Letters, in each case prior to when no later than the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfied, including to (i) maintain in effect the Equity Financing Commitments; (ii) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior to the date time at which the Closing is required to occur pursuant to Section 2.01(d2.2); , including using their reasonable best efforts to (i) (A) maintain in effect the Debt Letters and comply with all of their respective obligations thereunder to the extent that the failure to comply would adversely impact the amount or timing of Debt Financing (ivtaking into account the expected timing of the Marketing Period) fully enforce each Equity or the availability of the Debt Financing Party’s obligations at Closing, (B) negotiate, enter into and, assuming all conditions to Closing set forth in Article VIII hereof have been satisfied, deliver definitive agreements with respect to the Debt Financing reflecting the terms and conditions contained in the rights Debt Letters or on other terms that (1) are acceptable to Parent and Merger Sub in their sole discretion, (2) would not reasonably be expected to delay (taking into account the expected timing of the Marketing Period) or adversely affect the ability of Parent and SubMerger Sub to consummate the transactions contemplated hereby and (3) would otherwise not be prohibited by Section 7.5(c), so that such agreements are in effect no later than the time at which the Closing is required to occur pursuant to Section 2.2 and (C) enforce their rights under the Equity Debt Letters to the extent that the failure to enforce would adversely impact the amount or timing of Debt Financing Commitments(taking into account the expected timing of the Marketing Period) or the availability of the Debt Financing at Closing and (ii) satisfy on a timely basis (taking into account the expected timing of the Marketing Period) (or obtain the waiver of) all the conditions to the Debt Financing and the definitive agreements related thereto that are applicable to Parent and Merger Sub and in their control. In the event that (x) all conditions set forth in Article VIII have been satisfied or waived or, upon funding shall be satisfied or waived, and (y) the conditions to the Debt Financing have been satisfied or waived, or, upon funding shall be satisfied or waived, Parent and Merger Sub shall use their reasonable best efforts to cause the Persons providing the Debt Financing (the “Debt Financing Parties”) to fund the Debt Financing at Closing. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in keep the Company reasonably informed on a reasonably current basis of any case whether by action or inaction), any term material developments concerning the status of the Equity Debt Financing Commitments that which could reasonably be expected to impact the availability of the Debt Financing and upon the Company’s reasonable written request, provide the Company with copies of executed material definitive agreements related to the Debt Financing. Without limiting the foregoing, Parent shall promptly (and in no event less than one Business Day) after obtaining knowledge thereof, give the Company written notice of any (i) amends breach or modifies default by Parent, its Affiliates, any Debt Financing Party or any other party to the Debt Letters or any definitive document related to the Debt Financing (or any event or circumstance, with or without notice, lapse of time, or both, would give rise to any breach or default) if such breach or default could reasonably be expect to result in a delay of, or in any way limit, the availability of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Debt Financing, (ii) adversely affects receipt by Parent of any written notice or other written communication from any Debt Financing Parties with respect to threatened or actual withdrawal, repudiation, expiration, intention not to fund under or termination of the rights ofDebt Letters or the Debt Financing, or remedies available to, the Company under the Equity Financing Commitments, or (iii) receipt by Parent of any written notice or other written communication from any Debt Financing Parties with respect to material dispute or disagreement between or among any parties to the Debt Letters or any definitive document related to the Debt Financing (other than ordinary course negotiations) with respect to the obligation to provide the Debt Financing or the amount of the Debt Financing to be funded at Closing, in each case, that could reasonably be expected to make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) less likely to occur or delay the availability of the Debt Financing or (iv) if for any reason Parent in good faith believes that there is a material possibility that it will not be able to obtain all or any portion of the Debt Financing needed to consummate the Merger at the Effective Time; provided, that in no event will Parent be under any obligation to provide any information shared among Parent, Merger Sub and their professional advisors in connection with matters contemplated by the foregoing that is subject to attorney-client or other 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. (c) Parent may amend, supplement, modify, terminate, assign or agree to any waiver under the Debt Letters without the prior written approval of the Company, provided that Parent shall not, without Company’s prior written consent, permit any amendment, modification, assignment, termination or material waiver to be made to, or consent to or agree to any waiver of, any provision of or remedy under the Debt Letters which would (A) reduce the aggregate amount of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount (except as set forth in any “market flex” provisions contemplated by the fee letter)) to an amount less than the amount required to consummate the transactions contemplated hereby or (B) impose new or additional conditions to the Debt Financing or otherwise expand, amend or modify any of the conditions to the Debt Financing, in each case, in a manner that would or would reasonably be expected to prevent(I) delay, impede prevent or delay make less likely the consummation of the Offer, the Merger or the Equity funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) at the Effective Time (taking into account the expected timing of the Marketing Period) (it being understood and agreed that, in any event, Parent may amend the Debt Letters to add additional Financing Sources), (II) adversely impact the ability of Parent to enforce its rights against the Debt Financing Parties or any other parties to the Debt Letters or the definitive agreements with respect thereto or (III) adversely affect the ability of Parent to timely consummate the Merger and the other transactions contemplated hereby. In the event that new commitment letters and/or fee letters are entered into in accordance with any amendment, replacement, supplement or other modification of the Debt Letters permitted pursuant to this Section 7.5, such new commitment letters and/or fee letters shall be deemed to be a part of the “Debt Financing” and deemed to be the “Debt Letters” for all purposes of this Agreement. Parent shall promptly (and in any event no later than one Business Day) deliver to the Company true, correct and complete copies of any termination, amendment, modification or replacement of the Debt Letters. (d) If funds in the amounts set forth in the Debt Letters, or any portion thereof, become unavailable on the terms and conditions (including any “market flex” provisions applicable thereto) contemplated in the Debt Letters, Parent and Merger Sub shall, as promptly as practicable following the occurrence of such event (taking into account the Marketing Period), (x) notify the Company in writing thereof, (y) use their respective reasonable best efforts to obtain substitute financing, including from alternative sources, in an amount sufficient, when added to the portion of the Debt Financing that is available and any cash of the Company and its Subsidiaries on hand at the Closing Date and the other cash available to Parent and its Affiliates in the Escrow Account, to enable Parent to consummate the payment of the Maximum Cash Amount pursuant to the Merger and the other transactions contemplated hereby in accordance with the terms hereof (the “Substitute Financing”) and (z) use their respective reasonable best efforts to obtain new financing commitment letter(s) that provide for such Substitute Financing and, promptly after execution thereof (and, in any event, no later than one Business Day), deliver to the Company true, complete and correct copies of the new commitment letter(s) and the related fee letters; provided that in no event shall Parent and Merger Sub be obligated to accept or pursue any Substitute Financing if it is materially less favorable to Parent in any respect than the Debt Financing contemplated by the Debt Letters. The provisions of this Section 7.5 shall be applicable to the Substitute Financing and upon obtaining any commitment for any such Substitute Financing, such financing shall be deemed to be a part of the “Debt Financing” and any commitment letter and fee letter for such Substitute Financing shall be deemed the “Debt Letters”, as applicable, for all purposes of this Agreement. Parent shall pay, or cause to be paid, as the same shall become due and payable, all fees and other amounts that become due and payable under the Debt Letters. Notwithstanding anything to the contrary contained herein, in each caseno event shall Parent and Merger Sub be required pursuant to this Agreement to agree to pay to the Debt Financing Parties providing the Debt Financing any additional fees or to increase any interest rates or original issue discounts applicable to the Debt Financing, without except as expressly required pursuant to the prior written consent Debt Letters in existence as of the date hereof. The Company acknowledges and agrees that Parent and Merger Sub shall not be required to consummate the Debt Financing until the final day of the Marketing Period. (e) Notwithstanding anything contained in this Agreement to the contrary, Parent and Merger Sub expressly acknowledge and agree that neither Parent’s nor Merger Sub’s obligations to consummate the transactions contemplated by this Agreement are in any manner conditioned upon Parent or Merger Sub obtaining the Debt Financing, any Substitute Financing or any other financing. (f) Prior to the Closing, the Company and its Subsidiaries shall, and shall use their reasonable best efforts to cause their respective Representatives, including legal and accounting, to provide, as promptly as reasonably practicable, to Parent and Merger Sub all cooperation as may be reasonably requested by Parent and Merger Sub in connection with arranging, obtaining and syndicating the Debt Financing (including, for the avoidance of doubt, consummating the offering of the “Notes” as contemplated by the Debt Commitment Letter (the “New Notes”)) and causing the conditions in the Debt Letters to be satisfied, including, subject to the limitations set forth in the definition of Required Information: (i) preparing and furnishing Parent, Merger Sub and their Financing Sources as promptly as practicable all Required Information and all other financial and other pertinent information and disclosures regarding the Company and its Subsidiaries (including their businesses, operations, financial projections and prospects) as may be reasonably requested by Parent or Merger Sub to assist in Parent and Merger Sub’s preparation of the Offering Documents and all supplements thereto; (ii) using reasonable best efforts to assist in the preparation of any Offering Documents (and any supplement thereto) (including identifying any portion of the information included therein that constitutes material, non-public information); (iii) upon reasonable advance notice to the Company from the Parent, having appropriate senior management of the Company and its Subsidiaries, with appropriate seniority and expertise, and appropriate Representatives participate in a reasonable number of meetings (including customary one-on-one meetings), due diligence sessions, drafting sessions and lender and “roadshow” presentations and ratings agency meetings and sessions; (iv) cooperating with the marketing efforts of Parent and the Financing Sources in connection with the Debt Financing, including direct contact between senior management and Representatives of the Company and its Subsidiaries and potential lenders and investors in the Debt Financing; (v) cooperating with the Financing Sources and their advisors in performing their due diligence; (vi) if and to the extent Parent elects to prepay, redeem, terminate or otherwise discharge any of the Company.’s existing indebtedness other than the Company Notes, which are the subject of Section 7.6, (w) delivering notices of prepayment, redemption or termination within the time periods required by the relevant agreements governing such indebtedness (to the extent such notices are and are permitted to be conditioned on the occurrence of the Closing), (x) providing all cooperation reasonably requested by Parent and Merger Sub to facilitate and effectuate such prepayment, redemption, termination or discharge (including via a tender offer), including communicating with agents, lenders, trustees and holders of such indebtedness, (y) delivering any other documents and materials as may be necessary in connection with the payoff, discharge and termination in full on the Closing, of such indebtedness and liens under such indebtedness and (z) obtaining customary payoff letters, lien terminations, instruments of discharge to be delivered at the Closing and any possessory collateral delivered in connection with such indebtedness; (vii) providing at least three (3) Business Days prior to the Closing Date, all documentation and other information about the Company and each of its Subsidiaries as is reasonably requested in writing by Parent at least 8 Business Days prior to the Closing Date with respect to applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act; (viii) cooperating with Parent’s and Merger Sub’s legal counsel in connection with any legal opinions that such legal counsel may be required to deliver in connection with the Debt Financing; (ix) using reasonable best efforts to obtain customary consents of independent accountants of the Company and its Subsidiaries for use of their auditor opinions in any materials relating to the Debt Financing at the expense of and as reasonably requested by Parent on behalf of the Financing Sources and directing such accountants to partake in customary accounting and auditor due diligence sessions; (x) using reasonable best efforts to assist Parent and Merger Sub in obtaining any corporate credit and family ratings from any ratings agencies in respect of the relevant borrower, issuer or parent guarantors under the Debt Financing, including assisting Parent, Merger Sub and the Financing Sources in the preparation of materials for rating agency presentations; (xi) using reasonable best efforts to assist in the preparation, execution and delivery of definitive financing documents, including equity, guarantee and collateral documents and other certificates and documents as may reasonably be requested by Parent; (xii) facilitating the pledging of collateral for the Debt Financing (including the delivery of original share certificates, together with share powers executed in blank, with respect to the Company and each of its Subsidiaries), including taking reasonable actions necessary to permit the Financing Sources to evaluate the Company’s and its Subsidiaries’ assets, inventory, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements (including establishing bank and other accounts and blocked account and control agreements in connection with the foregoing); (xiii) using reasonable best efforts to assist the Financing Sources in benefitting from the existing lender relationships of the Company and its Subsidiaries, including seeking consent to the transactions contemplated hereby from lenders under existing Advance Facilities and Warehouse Facilities; (xiv) executing and delivering such documen

Financing. (a) Parent Merger Partner shall, and Sub shall takecause the other members of the Merger Partner Group to, or and Spinco shall, and shall cause other members of the Spinco Group to, in each case, use reasonable best efforts to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange and obtain the Equity Financing as promptly as reasonably practicable after the date hereof on the same terms and conditions (including market flex) contained in the Commitment Letter. Merger Partner shall, and shall cause the other members of the Merger Partner Group to, and Spinco shall, and shall cause other members of the Spinco Group to, in each case, use reasonable best efforts (including, where practicable, on a joint basis or otherwise mutually agreed upon basis) to (i) comply with and maintain in full force and effect the Commitment Letter in accordance with the terms thereof and negotiate and execute definitive agreements with respect thereto, on the terms and conditions described (including market flex) contained in the Commitment Letter (or contemplated by on such other terms acceptable to Merger Partner, Remainco and Spinco and the Equity applicable Financing CommitmentsSources so long as such other terms would not (A) delay or prevent the Closing, (B) expand the conditions or other contingencies to the funding, from those set forth in each case prior to when the Commitment Letter, (C) reduce the committed amount, (D) adversely impact or delay in any respect the likelihood of the funding of the Financing (or satisfaction of the conditions to obtaining the Closing set forth Financing) or (E) adversely impact the ability of Merger Partner or Spinco, as applicable, to enforce its rights against the other parties to the Commitment Letter or the definitive agreements with respect thereto (in Article IX each case, in accordance with their terms) (other than those conditions that by their nature cannot be satisfied until such definitive agreements, the Closing Date“Financing Agreements”)) are satisfiedor the ability of Merger Partner or Spinco, including as applicable, to (i) maintain in effect timely consummate the Equity Financing CommitmentsContemplated Transactions and shall deliver to Merger Partner and Remainco, as applicable, copies of any and all drafts and proposed final versions of all documents prior to the execution thereof as promptly as reasonably practicable; (ii) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub in or cause the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in the event that satisfaction of all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (Commitment Letter and the rights of Parent Financing Agreements that are within its control or, if necessary or deemed advisable by ▇▇▇▇▇▇ Partner, Remainco and Sub) under Spinco, seek the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights waiver of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede or delay the consummation of the Offer, the Merger or the Equity Financing, in each case, without the prior written consent of the Company.

Financing. (a) Parent Purchaser shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or replace, the Debt Financing Commitment if such amendment, modification, waiver or replacement (i) (A) reduces the aggregate amount of the Debt Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing) or (B) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing, in each case in a manner that would reasonably be expected to (1) delay or prevent the Closing, (2) delay or impair the availability of the Debt Financing at Closing or impede the satisfaction of the conditions to obtaining the Debt Financing at Closing, or (3) otherwise adversely impact the ability of Purchaser to enforce its rights against other parties to the Debt Financing Commitment or the definitive agreements with respect thereto (collectively, the “Restricted Financing Commitment Amendments”) (provided that, subject to the limitations set forth in this Section 6.11, Purchaser may amend the Debt Financing Commitment to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Commitment as of the date hereof, but only if the addition of such additional parties, individually or in the aggregate, would not result in the occurrence of a Restricted Financing Commitment Amendment), or (ii) results in the early termination of the Debt Financing Commitment, and 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 necessary, proper or advisable to arrange and obtain consummate the Equity Debt Financing on the terms and conditions described in or contemplated by the Equity Debt Financing Commitments, in each case prior Commitment and to when cause the conditions described in clause (y) of the final proviso to the Closing definition of “Marketing Period” set forth in Article IX (other than those conditions that by their nature cannot Section 1.01 to be satisfied until the Closing Date) are satisfiedas promptly as practicable, including using its reasonable best efforts to (iA) maintain in effect the Equity Debt Financing Commitments; Commitment (iiincluding by complying with so-called “flex” provisions) until the funding of the Debt Financing at or prior to Closing, (B) satisfy on a timely basis (or obtain a waiver of) all conditions and covenants applicable to Parent Purchaser to obtaining the Debt Financing at Closing as set forth therein, (C) negotiate, execute and Sub deliver definitive agreements with respect to such Debt Financing on the terms and conditions (including the “flex” provisions) contemplated by the Debt Financing Commitment (and provide copies thereof to Seller), (D) fully pay any and all commitment fees or other fees required by the Debt Financing Commitment and (E) upon satisfaction of the conditions set forth in the Equity Debt Financing Commitments Commitment, consummate the Debt Financing at or prior to Closing. In the event any portion of the Debt Financing becomes unavailable on the terms and otherwise comply conditions (including any “flex” provisions) contemplated in the Debt Financing Commitment, Purchaser shall promptly notify Seller and shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange to obtain alternative financing from alternative sources (x) with conditions to the funding of the Debt Financing not materially less favorable to the interests of Seller than those included in the Debt Financing Commitment and (y) in an amount sufficient to consummate the transactions contemplated hereby, including the payment of the Estimated Cash Consideration, the amounts to be paid pursuant to Section 3.05 (if any) and all related fees and expenses promptly following the occurrence of such event, and in any event prior to or on the Closing Date. Purchaser shall promptly deliver to Seller true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide Seller with any portion of the Debt Financing. Purchaser shall keep Seller reasonably informed and in reasonable detail with respect to all material developments concerning the Debt Financing. Without limiting the generality of the foregoing, Purchaser shall promptly (and, in any event, within one (1) Business Day) notify Seller in writing (1) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both could reasonably be expected to give rise to any breach or default) by any party to the Debt Financing Commitment or the definitive agreements with respect thereto, (2) of the receipt by Purchaser or any of its obligations Affiliates or their respective employees, agents or representatives of any notice or other communication from any Person with respect to any (A) actual or potential breach, default, termination or repudiation by any party to the Debt Financing Commitment or any definitive agreement related thereto or any provision of the Debt Financing contemplated pursuant to the Debt Financing Commitment or any definitive agreement related thereto (including any proposal by any lender named in the Debt Financing Commitment or any definitive agreement related thereto to withdraw, terminate or make a material change in the terms of (including the amount of financing contemplated by) the Debt Financing Commitment) or (B) material dispute or disagreement between or among any parties to the Debt Financing Commitment or any definitive agreement related thereto and (3) if for any reason Purchaser believes in good faith that there is a material possibility that it will not be able to obtain all or any portion of the financing contemplated in the Debt Financing Commitment on the terms, in the manner or from the sources contemplated by the Debt Financing Commitment or the definitive agreements related thereto. References in this Agreement to “Debt Financing” shall include the financing contemplated by the Debt Financing Commitment as permitted by this Section 6.11 to be amended, modified or replaced (including, replacement with alternative financing and alternative financing commitments pursuant to this Section 6.11) and references to “Debt Financing Commitment” shall include such documents as permitted by this Section 6.11 to be amended, modified or replaced (including replacement with alternative financing commitments pursuant to this Section 6.11), in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfiedfrom and after such amendment, consummate the Equity Financing on modification or prior replacement. Prior to the date consummation of the Closing is required Debt Financing, Purchaser shall not, and shall not permit any of its Subsidiaries, to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and accept any offer for all or any substantial part of the rights capital stock of Parent and Sub) under Purchaser or the Equity Financing CommitmentsBusiness. (b) Neither Parent nor Sub Prior to Closing, Seller and its Subsidiaries shall amenduse their reasonable best efforts to provide to Purchaser, alterand shall use their reasonable best efforts to cause their respective employees, or waiveadvisors and representatives to provide to Purchaser, or agree to amendall cooperation that is reasonably requested by Purchaser in connection with the Debt Financing, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that including: (i) amends or modifies any participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the conditions precedent to marketing efforts of Purchaser and its Financing Sources, in each case in connection with the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Debt Financing, (ii) adversely affects furnishing Purchaser and its Financing Sources with the rights ofRequired Financial Information (it being understood that the failure to provide audited financial statements as of and for the year ended December 31, or remedies available to2012 prior to March 30, the Company under the Equity Financing Commitments2013 shall not be deemed a breach of this Section 6.11(b)(ii)), or (iii) assisting with the preparation of materials for rating agency presentations, bank information memoranda, and similar documents required in connection with the Debt Financing, (iv) assisting with the completion of the definitive financing documents and in taking such steps as may be necessary to perfect the liens and security interests to be granted as security for the Debt Financing in the assets of the Business; provided, that any such liens or security interests do not attach or otherwise become effective prior to the occurrence of the Closing, (v) executing and delivering, on behalf of the Company and the Company Subsidiaries, any necessary pledge and security documents and otherwise reasonably facilitating the granting of a security interest (and perfection thereof) in collateral, guarantees, mortgages, other definitive financing documents or other certificates or documents as may reasonably be requested by Purchaser; provided that any obligations contained in all such agreements and documents shall be subject to the occurrence of the Closing and effective no earlier than the Closing, (vi) obtaining a certificate of the Chief Financial Officer of the Business with respect to solvency matters to the extent required by the Financing Sources, customary authorization letters with respect to the bank information memoranda and (vii) using reasonable best efforts to obtain legal opinions, surveys and title insurance at the expense of and as reasonably requested by Purchaser on behalf of the Financing Sources; provided, however, that nothing herein shall require such cooperation either to support any financing other than a debt financing in the form of a secured credit facility or to the extent it would interfere unreasonably with the Business or operations of Seller and its Subsidiaries; and provided, further, that Seller, its Affiliates and its and their respective officers, directors or employees shall not be required to authorize, execute, deliver or perform under any agreement with respect to the Debt Financing that is not contingent upon the Closing or that would be effective prior to the Closing. Seller, on behalf of the Business, hereby consents to the use of the Business’s logos in connection with the Debt Financing contemplated by the Debt Financing Commitment; provided, that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Business, Seller or its Affiliates. Seller agrees that it shall consent to Purchaser’s publicly furnishing to the SEC, on Item 7.01 of Form 8-K, Required Financial Information (that is listed in clause (1) of the definition of “Required Financial Information”) solely to the extent necessary to permit syndication of the Term Loan B to lenders that would not participate in such syndication if they were to receive material non-public information. (c) If the Marketing Period ends before, but the Closing Date has not occurred by, February 28, 2013, then Seller shall prepare and deliver, by no later than February 28, 2013, the consolidated unaudited balance sheet and consolidated unaudited statements of operations, cash flows and shareholders’ equity of the Business as of and for the year ended December 31, 2012. If the Marketing Period ends before, but the Closing Date has not occurred by, March 30, 2013, then Seller shall prepare and deliver, by no later than March 30, 2013, the consolidated balance sheet and consolidated statements of operations, cash flows and shareholders’ equity of the Business as of and for the year ended December 31, 2012, accompanied by an unqualified report thereon of the independent accountants of the Business. (d) None of Seller, its Affiliates (other than the Company and the Company Subsidiaries after the Closing) and its and their employees, agents or representatives shall be required to take any action that would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with the Debt Financing or their performance of their respective obligations under this Section 6.11 and any information utilized in connection therewith. Purchaser shall, without set-off, indemnify and hold harmless Seller, its Affiliates and its and their employees, agents and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the Debt Financing and the performance of their respective obligations under this Section 6.11 or any information utilized in connection therewith except to the extent arising from the gross negligence or willful misconduct of the Seller or its Affiliates. Purchaser shall, without set-off, promptly upon request of Seller, advance or reimburse (as requested) Seller and its Affiliates for all out-of-pocket costs (including those of its and their accountants, consultants, legal counsel, agents and other representatives) to be incurred or that have been incurred by Seller and its Affiliates in connection with their performance of this Section 6.11 or otherwise to support or cooperate with the Debt Financing. (e) Prior to the Closing, Purchaser shall not (and shall not permit any of its Affiliates to) take any action, or enter into any transaction, or any agreement to effect any transaction that might reasonably be expected to prevent, impede (i) delay or delay impair the consummation availability of the OfferDebt Financing at Closing or impede the satisfaction of the conditions to obtaining the Debt Financing at Closing, or (ii) otherwise materially and adversely impact the Merger ability of Purchaser to enforce its rights against other parties to the Debt Financing Commitment or the Equity Financing, in each case, without the prior written consent of the Companydefinitive agreements with respect thereto.

Financing. (a) Each of Parent and Merger Sub shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange consummate and obtain the Equity Debt Financing on the terms and conditions described in or contemplated by the Equity Financing Commitments, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfiedDebt Commitment Letter, including using commercially reasonable efforts to (iA) maintain in effect the Equity Financing Commitments; Debt Commitment Letter, (iiB) satisfy on a timely basis all conditions and covenants applicable to Parent and Merger Sub to obtaining the Debt Financing that are within their control, (C) negotiate definitive agreements with respect thereto on the terms and conditions contained in the Equity Financing Commitments Debt Commitment Letter (including any “flex” provisions) and otherwise comply with its obligations in each case thereunder; (iiiD) in enforce their rights under the Debt Commitment Letter. In the event that all the conditions in Annex I to the Debt Financing have been satisfiedsatisfied or waived, each of Parent and Merger Sub shall use its commercially reasonable efforts to cause the lenders providing the Debt Financing to fund the Debt Financing required to consummate the Equity Financing Offer on or prior to the date the Closing such time as Merger Sub is required to occur accept for payment and pay for shares of Company Common Stock validly tendered and not withdrawn pursuant to Section 2.01(d); the Offer. Parent shall not, and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor shall not permit Merger Sub shall amendto, alter, or waive, or agree to amendor permit any amendment, alter replacement, supplement or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights other modification of, or remedies available towaive any of its rights under, the Company under Debt Commitment Letter or any definitive agreements related to the Equity Debt Commitment Letter (including any and all fee letters), in each case, without the Company’s prior written consent, except any such amendment, replacement, supplement or other modification to or waiver of any provision of the Debt Commitment Letter that amends the Debt Financing Commitments, or (iii) in a manner that would or would not reasonably be expected to prevent, prevent or materially impede or delay the consummation of the Offer, the Merger or the Equity Financingother transactions contemplated by this Agreement. Upon any such amendment, in each casereplacement, without the prior written consent supplement or modification of the CompanyDebt Commitment Letter in accordance with this Section 6.14(a), the term “Debt Commitment Letter” shall mean the Debt Commitment Letter as so amended, replaced, supplemented or modified in accordance with this Section 6.14(a).

Financing. (ai) Parent and Sub The Purchaser shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters (including any “flex” provisions contained in any fee letter) and, if required to satisfy the Closing Payment, to obtain the Equity Financing on the terms and conditions described in or contemplated by the Equity Financing CommitmentsCommitment and, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfied, including to (i) maintain in effect the Equity Financing Commitments; (ii) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior to the date Closing, shall not, and shall cause Parent not to, permit any amendment or modification to be made to, replacement of, or any waiver of any provision or remedy under, the Financing Commitments or the definitive agreements with respect thereto, if such amendment, modification, replacement or waiver would (A) reduce the aggregate amount of the Acquisition Financing (including by changing the amount of fees to be paid or original issue discount except in connection with the exercise of any “flex” provisions) below the amount necessary to satisfy the Closing is required to occur pursuant to Section 2.01(d); and Payment or (ivB) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall impose new or additional conditions precedent or otherwise expand, amend, alter, replace or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that (i) amends or modifies modify any of the conditions precedent to the receipt of the Equity Acquisition Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or other terms in a manner that would reasonably be expected to prevent(I) delay, impede impair or delay prevent the consummation of the OfferSale, (II) make the Merger or the Equity Financing, in each case, without the prior written consent timely funding of the CompanyAcquisition Financing or satisfaction of the conditions to obtaining the Acquisition Financing materially less likely to occur or (III) adversely impact the ability of the Purchaser or Parent (as applicable) to enforce its rights against other parties to the Financing Commitments or to draw upon and consummate the Acquisition Financing. Any reference in this Agreement to (1) “Acquisition Financing” or “Lenders” shall include the lenders and financing contemplated by the Financing Commitments as amended, replaced or modified in compliance with this Section 5.10(a) and (2) “Financing Commitments”, “Equity Commitment” or “Debt Commitment Letters” shall include such documents as amended, replaced or modified in compliance with this Section 5.10(a).

Financing. (a) Parent and Sub shall take, use its reasonable best efforts to take or cause to be taken, taken all actions and do, to do or cause to be done, done all things necessary necessary, proper or advisable to (i) maintain in effect the Commitment Letters/Agreement and arrange and obtain the Equity Debt Financing and the Investor Financing on the terms and conditions described in the Commitment Letters/Agreement (or contemplated by the Equity Financing Commitments, on terms no less favorable in each case prior any material respect to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfied, including to (i) maintain in effect the Equity Financing CommitmentsParent); (ii) negotiate, finalize and enter into definitive agreements with respect thereto on the terms and conditions no less favorable in any material respect to any Parent Party than contained in the Commitment Letters/Agreement; (iii) satisfy on a timely basis all conditions and covenants in such definitive agreements that are within its control applicable to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunderParent; (iiiiv) consummate the Debt Financing and the Investor Financing no later than the Closing Date and (v) in the event that all conditions in Annex I to the Debt Financing or the Investor Financing have been satisfiedsatisfied or waived, consummate enforce its rights under the Equity Financing on or prior Debt Commitment Letter and the Investor Agreement to the date extent available in the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity event of a breach by the applicable Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing CommitmentsSources. (b) Neither The Parent nor Sub Parties shall amend, alternot agree to any amendments or modifications to, or waive, or agree to amend, alter or waive (in grant any case whether by action or inaction)waivers of, any term of the Equity Financing Commitments that (i) amends condition or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available to, the Company other provision under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede or delay the consummation of the Offer, the Merger or the Equity Financing, in each case, Commitment Letters without the prior written consent of the Company if such amendments, modifications or waivers would reduce or would reasonably be expected to reduce the aggregate amount of the applicable Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing) below the amount necessary to consummate the Merger and the other transactions contemplated by this Agreement when taken together with other cash on hand of the Parent Parties or other sources of cash to become available to the Parent Parties on the Closing Date (including, if applicable, any Alternative Financing), impose new or additional conditions or otherwise expand, amend or modify any of the conditions under the Commitment Letters/Agreement that would be reasonably likely to (i) prevent, delay or impair the ability of the Parent Parties to consummate the Merger and the other transactions contemplated by this Agreement or (ii) adversely impact the ability of the Parent Parties to enforce their rights against the other parties to the Commitment Letters/Agreement. The Parent Parties shall not release or consent to the termination of the obligations of the Lender under the Debt Commitment Letters, except in each case for (I) assignments and replacements of an individual Lender under the terms of, and only in connection with, the syndication of the Debt Financing pursuant to the Debt Commitment Letters or (II) replacements of the Debt Commitment Letters with alternative financing commitments pursuant to this Section 6.16(b) (an "Alternative Financing"). In the event that any portion of the Debt Financing (x) becomes unavailable or (y) would reasonably be expected to become unavailable in the manner or from the sources contemplated in the Debt Commitment Letters, (i) Parent shall promptly notify the Company and (ii) in the case of subclause (x), the Parent Parties shall use their respective reasonable best efforts to arrange and obtain, and to negotiate and enter into finance commitments and definitive agreements with respect to, an Alternative Financing from alternative financial institutions in an amount sufficient to consummate the Merger and the other transactions contemplated by this Agreement when taken together with other cash on hand of the Parent Parties or other sources of cash to become available to the Parent Parties on the Closing Date (including, if applicable, any other Alternative Financing) upon terms and conditions no less favorable in all material respects, taken as a whole, to the Parent Parties than those in the Debt Commitment Letters as in effect on the date of this Agreement, as promptly as practicable following the occurrence of such event (and, in any event, no later than the expiration of the Marketing Period). Parent shall (x) furnish to the Company complete, correct and executed copies of the definitive documents with respect to the Debt Financing promptly upon their execution, (y) give the Company prompt notice of any breach or default by any party to any of the Commitment Letters/Agreement or any Alternative Financing commitment with respect to the Debt Financing or any termination thereof or any material dispute or disagreement between or among any parties to the Commitment Letters/Agreement with respect to the obligation to fund the Financing or the amount of the Financing to be funded at Closing and (z) otherwise keep the Company reasonably informed on a reasonably current basis in reasonable detail of the status of Parent's efforts to arrange the Financing (or any replacement thereof) and all material developments concerning the status thereof. Notwithstanding anything contained in this Agreement to the contrary, the Parent Parties acknowledge and agree that its obligations hereunder are not subject to or conditioned in any manner on the Parent Parties obtaining any financing (including the Financing). (c) Prior to the Closing, the Company shall use its reasonable best efforts to provide, and shall cause the Company Subsidiaries to use reasonable best efforts to provide, such cooperation as is reasonably requested by Parent in connection with the arrangement of the Financing (provided, that such requested cooperation does not (w) interfere unreasonably with the business or operations of the Company and the Company Subsidiaries, (x) require the Company or any Company Subsidiaries to take any action that would conflict with or violate any applicable Law, any of the Organizational Documents of the Company or any Company Subsidiaries or any Material Contract, (y) cause any representation or warranty in this Agreement to be breached by the Company or any Company Subsidiaries or (z) result in any director, manager, employee, officer, accountants, legal counsel or other representatives of the Company or any Company Subsidiaries incurring any actual or potential personal liability), including by using reasonable best efforts to: (i) participate in a reasonable number of meetings (including meetings with prospective lenders and investors), presentations, road shows, drafting sessions and due diligence sessions, including using reasonable best efforts to coordinate direct contact between senior management and the independent auditors of the Company and the Company Subsidiaries, on the one hand, and the actual and potential lenders or investors, on the other hand (which may include one-on-one meetings with potential lenders or investors), and sessions with rating agencies, in each case at reasonable times and locations and with reasonable advance notice, (ii) furnish to Parent as promptly as reasonably practicable (A) the Required Information in a form so that such Required Information (I) is Compliant and (II) meets the applicable requirements set forth in the definition of "Required Information" and (B) such other pertinent and customary information regarding the Company and the Company Subsidiaries as may be reasonably requested by Parent to the extent that such information is required in connection with the Commitment Letters/Agreement to consummate the Financing (provided, that neither the Company nor any Company Subsidiaries shall be required to prepare or deliver (x) any financial statements other than the financial statements included in the definition of "Required Information" or provide any financial information or other information that does not relate to the Company or the Company Subsidiaries, (y) any pro forma financial information or pro forma financial statements or any projections or other information relating to (I) the proposed Financing or any fees or expenses relating thereto or to the Merger, (II) any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other adjustments desired to be incorporated into any information used in connection with the Financing or (III) any financial information relating to the Parent Parties or any of their Affiliates), (iii) cause the independent auditors of the Company and the Company Subsidiaries to (A) reasonably cooperate with Parent in connection with the Financing, including by providing customary "comfort letters" (including "negative assurance" comfort) and (B) to provide customary assistance with the due diligence activities of Parent and the Financing Sources and the preparation of the documents referred to in clauses (iv) and (v) below, including any pro forma financial statements to be included therein, and customary consents to the use of audit reports in any disclosure and marketing materials relating to the Financing and related government filings, (iv) provide upon the reasonable request of Parent such information reasonably required to prepare a customary confidential information memorandum (including a version that does not include material non-public information) and other customary materials reasonably required to complete the syndication, including a customary authorization letter, (v) assist Parent in the preparation of (A) customary materials for rating agency and investor presentations (including "roadshow" or investor meeting slides), registration statements, offering memoranda, prospectuses, private placement memoranda, and other customary marketing materials and (B) definitive documentation for the Financing, including any certificates and schedules related thereto, and otherwise reasonably assist in facilitating the provision of guarantees and pledging of collateral contemplated by the Debt Financing, (vi) provide at least three (3) Business Days prior to the Closing Date, all documentation and other information as is required by applicable "know your customer" and anti-money laundering rules and regulations including the USA PATRIOT Act and the beneficial ownership regulations pursuant to 31 C.F.R. §1010.230 and is reasonably requested by Parent at least ten (10) Business Days prior to the Closing Date and (vii) notwithstanding anything to the contrary in Section 6.2(f), ensure that prior to the Closing Date there will be no competing issues, offerings, placements, arrangements or syndications of debt securities or commercial bank or other credit facilities by or on behalf of the Company and the Company Subsidiaries, being offered, placed or arranged without the written consent of the Debt Financing Sources. (d) Notwithstanding anything in this Agreement to the contrary, (i) neither the Company nor any Company Subsidiary shall be required to pay any commitment or other fee or incur any other liability or obligation (except for the obligations set forth in Section 6.16(c)) in connection with the Financing prior to the Closing, (ii) no obligation of the Company or any Company Subsidiary under any document, certificate or instrument executed pursuant to Section 6.16(c) shall be effective until the Closing or be effective if the Closing does not occur, (iii) neither the Company nor any Company Subsidiary shall be required to execute or deliver or have any liability or obligation under any loan agreement or any related document or any other agreement or document (including any certificates, legal opinions or pledge or security documents) or any other action requested hereunder related to the Financing prior to the Closing, except for the customary authorization letter referenced in Section 6.16(c)(iv), and (iv) neither the Company nor any Company Subsidiary shall be required to provide access to or disclose any information or document except in accordance with Section 6.3. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented costs and expenses (including reasonable attorneys' fees) incurred by the Company or any Company Subsidiary or any of their respective representatives in connection with the cooperation of the Company and their Affiliates contemplated by Section 6.16(c). All non-public or other confidential information provided by the Company or its representatives pursuant to Section 6.16(c) will be kept confidential in accordance with the Confidentiality Agreement, except that Parent will be permitted to disclose such information to any Financing Sources or prospective Debt Financing Sources and other financial institutions and investors that may become parties to the Financing and to any underwriters, initial purchasers or placement agents in connection with the Financing (and, in each case, to their respective officers, employees, representatives and advisors) or ratings agencies as contemplated by the Debt Commitment Letters so long as such information shall be kept confidential by them in accordance with customary confidentiality protections. (e) The Company hereby consents to the inclusion of the Financial Statements, the Unaudited Interim Financial Statements and the Required Information, as applicable, prior to the Closing in connection with the Financing in (i) any registration statement filed by EWS in connection with an offering or exchange of securities on Form S-1, Form S-3 or Form S-4 (or any successor forms) under the Securities Act in compliance with the requirements of Regulation S-X and Regulation S-K, as applicable, and (ii) any prospectuses, private placement memoranda, lender and investor presentations, offering documents, bank information memoranda, rating agency presentations and similar documents customarily used in connection with the Financing, including, any customary "offering memoranda" in connection with a debt securities offering, whether public or private. (f) The Company shall, and shall cause the Company Subsidiaries to, reasonably cooperate with EWS to permit EWS and its Affiliates to prepare such unaudited pro forma financial statements for the Company and the Company Subsidiaries for such time periods as required by the Exchange Act, the rules and regulations of the SEC or any rule or regulation of any securities exchange upon which the securities of EWS are listed or traded and as may be determined by EWS or the Financing Sources to be required or appropriate in connection with the Financing. Without limiting the generality of the foregoing, the Company shall, and shall cause the Company Subsidiaries to, at EWS's sole cost and expense, (i) provide EWS and its accountants with reasonable access during normal business hours to financial and other information reasonably requested by EWS in connection with the preparation of such financial statements, including access to work papers of the Company, the Company Subsidiaries and their respective accountants reasonably requested by EWS in connection therewith and (ii) provide reasonable assistance to EWS and its accountants in the preparation of such financial statements.

Financing. (a) Parent Subject to the terms and Sub conditions of this Section 6.15, Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange the Financing as promptly as practicable and obtain the Equity Financing in a timely fashion on the terms and conditions described in or contemplated by the Equity Financing Commitments, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfiedCommitment Documents, including using its reasonable best efforts to (ia) maintain in effect the Equity commitment for the Financing Commitments; set forth in the Commitment Documents and comply with all covenants or agreements of Purchaser (iiand cause its Affiliates to comply with any covenant or agreement of any of its Affiliates) set forth in the Commitment Documents or any definitive documentation relating to the Financing, (b) negotiate and execute definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Documents (including any flex terms in the Commitment Documents) and otherwise on terms acceptable to Purchaser and its Financing Sources, (c) satisfy or obtain a waiver of (and cause its Affiliates to satisfy or obtain such waiver), on a timely basis basis, all conditions and covenants applicable to Parent Purchaser and Sub its Affiliates in such Commitment Documents and the Equity Financing Commitments and otherwise comply with definitive agreements related thereto that are within its obligations in each case thereunder; or its Affiliates’ control, (iiid) in the event that all conditions in Annex I to the commitment of any counterparty to the Commitment Documents providing such Financing have been satisfiedsatisfied (or waived, as applicable), consummate the Equity Financing on or prior to the Closing Date, and (e) use commercially reasonable efforts to cause the lenders and the other Person(s) providing the Financing to fund when required hereunder the Financing required to consummate the Transaction. Purchaser shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under the Commitment Documents (except in compliance with the flex provisions of the fee letters as in effect as of the date hereof), if such amendment, modification or waiver (i) reduces the aggregate amount of the Financing (including by changing the amount of fees to be paid or original issue discount), to an amount below the amount required, together with all other financial resources by Purchaser, to consummate the transactions contemplated hereby on the terms set forth in this Agreement, (ii) amends the existing, or imposes additional, conditions precedent to the Financing, (iii) would reasonably be expected to delay or prevent the Closing Date or make the funding of the Financing less likely to occur, (iv) imposes additional material obligations on Seller, or its Subsidiaries prior to the Closing Date or (v) adversely impact the ability of Purchaser or any of its Affiliates, as applicable, to enforce its rights against the other parties to the Commitment Documents or the definitive agreements with respect to the Financing (the amendments described in the foregoing clauses (i) through (v), “Prohibited Amendments”). Purchaser shall deliver to Seller true and complete copies of any amendment, modification, supplement, consent or waiver to or under any of the Commitment Documents or the definitive agreements relating to the Financing promptly upon execution thereof other than amendments or modifications solely for the purpose of joining additional arrangers or financing sources following the date hereof to the extent effected pursuant to the terms of the Notes Offering Commitment Letter or the Loan Agreement, as applicable. Purchaser shall keep Seller informed on a current basis and in reasonable detail of the status of its efforts to arrange, and of any material developments concerning the timing of, the closing of the Financing. Purchaser shall give Seller notice (i) promptly after obtaining knowledge thereof, of any actual or likely material breach, violation, default, termination or repudiation by any party to any of the Commitment Documents or definitive documents related to the Financing, (ii) of its receipt of any written notice from any of its Financing Sources alleging a breach, violation default, termination or repudiation by any party to the Commitment Documents or any definitive document related to the Financing of any provisions of the Commitment Documents or any definitive document related to the Financing, (iii) the occurrence of an event or development that Purchaser expects to have a material and adverse impact on the ability of Purchaser to obtain all or any material portion of the Financing contemplated by the Commitment Documents, (iv) of any material dispute or disagreement between or among any parties to any of the Commitment Documents or any definitive document relating to the Financing with respect to the conditionality or amount of the Financing or the obligation to fund the Financing or the amount of the Financing to be funded at the Closing (but excluding ordinary course negotiations) or (iv) otherwise, if the Financing contemplated by the Commitment Documents becomes unavailable on the terms and conditions (including any “flex” provisions) contemplated therein, in whole or in part, for any reason (each of the foregoing clauses, a “Financing Failure Event”). As soon as reasonably practicable, but in any event within two Business Days of the date Seller delivers to Purchaser a written request, Purchaser shall provide to Seller any information reasonably requested by Seller relating to any Financing Failure Event. If any portion of the Financing becomes unavailable on the terms and conditions (including any applicable market flex provisions) contemplated by the Commitment Documents and alternative financing (so long as the terms thereof are of the type that would not constitute a Prohibited Amendment) is not then made available in an amount equal to such portion, and such portion is required to occur pursuant pay the Purchase Price on the terms and conditions contemplated by this Agreement and to Section 2.01(dpay Purchaser’s fees and expenses related thereto, Purchaser shall promptly notify Seller in writing and Purchaser shall use its reasonable best efforts to arrange and obtain in replacement thereof, and negotiate and enter into definitive agreements with respect to, alternative financing from alternative sources in an amount sufficient to consummate the Transactions with terms and conditions (including market flex provisions) not materially less favorable, taken as a whole, to Purchaser than the terms and conditions set forth in the Commitment Documents, as promptly as practicable following the occurrence of such event but no later than the final day of the Marketing Period; provided, that in no event will the reasonable best efforts of Purchaser be deemed or construed to require Purchaser to (A) pay fees materially in excess of those contained in the Commitment Documents (including the market flex provisions) or agree to "market flex" terms, materially less favorable to Purchaser than the corresponding market flex terms contained in or contemplated by the Commitment Documents or (B) enter into any alternative financing terms the terms of which are materially less favorable to Purchaser than the terms contained in the Commitment Documents on the date hereof (taken as a whole); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub Notwithstanding anything contained in this Section 6.15 or in any other provision of this Agreement, in no event shall amend, alter, or waive, or agree Purchaser be required to amend, alter amend or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that (i) amends or modifies any of the terms or conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, hereof. (iic) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede or delay the consummation of the Offer, the Merger or the Equity FinancingSubject, in each case, without to the prior written consent rights of the Companyparties to the Commitment Documents under the terms thereof and the definitive documentation with respect to the Financing, none of the parties hereto in their capacities hereunder shall have any rights or claims against any Financing Source in connection with this Agreement, the Commitment Documents, the Financing, the definitive documentation in connection thereto or any of the transactions contemplated thereby, and, without prejudice to the rights of each Financing Source pursuant to the Commitment Documents and the definitive documentation with respect to the Financing, each Financing Source, solely in its capacity as an agent, underwriter, purchaser, lender or arranger, shall not have any rights or claims against any party hereto or any related Person thereof, in connection with this Agreement, whether at law or equity, in contract, in tort or otherwise (other than with respect to enforcing their rights as third party beneficiaries of this Agreement). In furtherance and not in limitation of the foregoing waiver, it is acknowledged and agreed that no Financing Sources shall have any liability for any claims or damages to any Seller or any of its Subsidiaries in connection with this Agreement, the Commitment Documents, the Financing or the transactions contemplated hereby or thereby. (d) Notwithstanding anything in Section 10.10 to the contrary, each of the parties hereto agrees that it will not bring or support any action (whether at law, in equity, in contract, in tort or otherwise) against any Financing Sources or any other Persons that have committed to provide or otherwise entered into agreements in connection with the Financing or other financings in connection with the transactions contemplated hereby in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or in any way relating to the Commitment Documents or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York in the County of New York (and appellate courts thereof). The provisions of this Section 6.15(d) shall be enforceable by each Financing Source, its Affiliates and their respective successors and permitted assigns.

Financing. (a) Parent shall, and Sub shall cause its Affiliates to, take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary to consummate the Financing or advisable any Substitute Financing as promptly as possible following the date hereof, including (i) complying with and maintaining in effect the Commitment Letter, (ii) negotiating and entering into definitive agreements with respect to the Financing, including the terms and conditions contained in the Commitment Letter so that such agreements are in effect no later than the Offer Closing, (iii) satisfying as soon as possible and on a timely basis all the conditions to the Financing and the definitive agreements related thereto, (iv) accepting to the fullest extent all “market flex” contemplated by the Commitment Letter (or any fee letter relating thereto), to the extent deemed necessary under the Commitment Letter and (v) enforcing its rights under the Commitment Letter in the event of a breach by the Financing Parties that could reasonably be expected to impede or delay the Offer Closing. In the event that all conditions to the Commitment Letter have been satisfied (other than the consummation of the Offer) or, upon funding shall be satisfied, Parent and its Affiliates shall use their reasonable best efforts to cause the Persons providing the Financing (the “Financing Parties”) to fund on the Offer Closing Date the Financing, to the extent the proceeds thereof are required to consummate the Offer, the Merger and the other transactions contemplated hereby (including by taking enforcement action to cause the Financing Parties to fund such Financing if the conditions to funding set forth in the Commitment Letter are satisfied). Parent shall, after obtaining knowledge thereof, give the Company written notice of any (A) breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any breach or default) by a Financing Party or any party to any definitive document related to the Financing, (B) actual or threatened withdrawal, repudiation or termination of the Financing by the Financing Parties, (C) material dispute or disagreement between or among any parties to the Commitment Letter or any definitive document related to the Financing, (D) amendment or modification of, or waiver under, the Commitment Letter or any related fee letters or (E) change, circumstance or event which causes Parent or Purchaser 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. Parent shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange the Financing contemplated by the Commitment Letter, including providing copies of all definitive agreements related to the Financing. Neither Parent nor its Affiliates shall amend, modify, terminate, assign or agree to any waiver under the Commitment Letter or any related fee letters without the prior written approval of the Company that would (I) reduce the aggregate amount of the Financing (including by increasing the amount of fees to be paid or original issue discount), (II) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the Financing, or otherwise expand, amend or modify any other provision of the Commitment Letter or the related fee letters in a manner that would reasonably be expected to (1) materially delay or prevent or make less likely the funding of the Financing (or satisfaction of the conditions to the Financing) on the Offer Closing Date or (2) materially adversely impact the ability of Parent or Purchaser, as applicable, to enforce its rights against the Financing Parties or any other parties to the Commitment Letter or the definitive agreements with respect thereto, or (III) make it less likely that the Financing would be funded (including by making the conditions to obtaining the Financing less likely to occur) or otherwise prevent or delay or impair in any material respect the ability or likelihood of Parent to timely consummate the Offer and obtain the Equity Financing Merger and the other transactions contemplated hereby; provided that notwithstanding the foregoing, Parent 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 date hereof). 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 6.17, 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 promptly deliver to the Company copies of any termination, amendment, modification, waiver or replacement of the Commitment Letter or any fee letters. If funds in the amounts set forth in the Commitment Letter, or any portion thereof, become unavailable, or it becomes reasonably likely that such funds may become unavailable to Parent on the terms and conditions described set forth therein, Parent shall, and shall cause its Affiliates, as promptly as practicable following the occurrence of such event to (x) notify the Company in writing thereof, (y) obtain substitute financing (on terms and conditions that are not materially less favorable to Parent and Purchaser, 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 Offer and the Merger and the other transactions contemplated hereby in accordance with its terms (the “Substitute Financing”) and (z) obtain a new financing commitment letter that provides for such Substitute Financing and, promptly after execution thereof, deliver to the Company true, complete and correct copies of the new commitment letter and the related fee letters (in redacted form reasonably satisfactory to the Persons providing such Substitute Financing removing only the fee information) and related definitive financing documents with respect to such Substitute Financing. Upon obtaining any commitment for any such Substitute Financing, 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. (b) Parent shall pay, or cause to be paid, as the same shall become due and payable, all fees and other amounts that become due and payable under the Commitment Letter or the related fee letters. (c) Notwithstanding anything contained in this Agreement to the contrary, Parent expressly acknowledges and agrees that Parent’s and Purchaser’s obligations hereunder are not conditioned in any manner upon Parent or Purchaser obtaining the Financing, any Substitute Financing or any other financing. The failure, for any reason, of Parent and Purchaser to have sufficient cash available on the Offer Closing Date to pay the consideration in the Offer or the Merger Consideration in accordance with Articles II and III or the failure to so pay the consideration in the Offer on the Offer Closing Date or the Merger Consideration on the Closing Date in accordance with the terms and conditions of the Offer and this Agreement, as applicable, in each case, shall constitute a breach of this Agreement by Parent and Purchaser. (d) The Company shall, and shall cause each of its Subsidiaries to, and shall use its reasonable best efforts to cause its and their Representatives to, provide to Parent such customary cooperation, at Parent’s sole expense, as may be reasonably requested by Parent to assist Parent in causing the conditions in the Commitment Letter to be satisfied and such customary cooperation as is otherwise reasonably requested by Parent solely in connection with obtaining the Financing (provided in all cases that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), which reasonable best efforts shall include: (i) causing its management team, with appropriate seniority and expertise, including its senior executive officers, and external auditors to assist in preparation for and to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, in each case, upon reasonable notice; (ii) using reasonable best efforts to assist with the timely preparation of customary rating agency presentations, road show materials, bank information memoranda, credit agreements, prospectuses and bank syndication materials, offering documents, private placement memoranda and similar documents customarily required in connection with the Financing, including the marketing and syndication thereof, provided, that any such bank information memoranda, prospectuses and bank syndication materials, offering documents, private placement memoranda and similar documents shall contain disclosure and pro forma financial statements reflecting the Surviving Corporation and/or its Subsidiaries as the obligor; (iii) furnishing Parent and Purchaser and the Financing Parties, promptly following Parent’s or Purchaser’s request, with all Required Information, and using commercially reasonable efforts to assist Parent and Purchaser with Parent’s and Purchaser’s preparation of pro forma financial information and projections; (iv) using reasonable best efforts to assist Parent and Purchaser in obtaining corporate and facilities ratings in connection with the Financing; (v) reasonably cooperating to permit the prospective lenders involved in the Financing to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements to the extent customary and reasonable for asset-based lending facilities and otherwise reasonably facilitating the grant of a security interest in collateral and providing related lender protections (such grant to be subject to and only effective upon occurrence of the Effective Time); (vi) furnishing Parent and the Financing Parties promptly, and in any event at least five Business Days prior to the Closing Date (to the extent requested within 10 Business Days prior to the Closing Date), with all documentation and other information required by Governmental Entities with respect to the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; (vii) taking all corporate actions, subject to the occurrence of the earlier of the Offer Closing Date or the Effective Time, reasonably requested by Parent to permit the consummation of the Financing; provided that none of the boards of directors (or equivalent bodies) of the Company and its subsidiaries shall be required to enter into any resolutions or take similar action approving the Financing; (viii) executing and delivering any customary pledge and security documents, credit agreements, ancillary loan documents and customary closing certificates and documents (in each case, subject to and only effective upon occurrence of the Effective Time) and assisting in preparing schedules thereto as may be reasonably requested by Parent or Purchaser (including delivery of a solvency certificate of the chief financial officer of the Company in substantially the form contemplated by the Equity Commitment Letter (as in effect on the date hereof)); (ix) providing customary authorization letters authorizing the distribution of information to prospective lenders and containing a customary representation to the Financing CommitmentsParties for the Financing that such information does not contain a material misstatement or omission and containing a representation to the Financing Parties that the public side versions of such documents, if any, do not include material non-public information about the Company and its subsidiaries or its or their securities; (x) using commercially reasonable efforts to cause accountants to consent to the use of their reports in each case any material relating to the Financing; (xi) assisting with the execution, preparing and delivering of original stock certificates and original stock powers to the Financing Parties (including providing copies thereof prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfied, including to (i) maintain in effect the Equity Financing Commitments; (ii) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior to the date Closing Date; and (xii) using commercially reasonable efforts to assist in the Closing is preparation of any customary offering documents in connection with the Financing, including, to the extent reasonably available, providing all financial statements and other data reasonably required to occur pursuant be included therein, and all other data (including selected financial data) that the SEC would require in a registered offering or that would be necessary for an investment bank to Section 2.01(d); and receive customary “comfort” (ivincluding “negative assurance” comfort) fully enforce each Equity Financing Party’s obligations (and from independent accountants in connection with a registered offering by the rights of Parent and Sub) under the Equity Financing CommitmentsCompany. (be) Neither Parent nor Sub Notwithstanding anything to the contrary contained in this Agreement (including this Section 6.17): (i) nothing in this Agreement (including this Section 6.17) shall amendrequire any such cooperation to the extent that it would (A) require the Company or its Representatives, alteras applicable, to waive or waive, amend any terms of this Agreement or agree to amendpay any commitment or other fees or reimburse any expenses that are not contingent upon the Effective Time or incur any liability or give any indemnities that are not contingent upon the Effective Time, alter (B) unreasonably interfere with the ongoing business or waive operations of the Company and its subsidiaries, (in C) require the Company or any case whether by of its subsidiaries to take any action that will conflict with or inaction)violate the Company’s or any of its subsidiaries’ charter documents, any term of Laws or result in the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights contravention of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or that would reasonably be expected to preventresult in a violation or breach of, impede or delay default under, any Contract to which the consummation Company or any of its subsidiaries is a party, (D) require the Company or any of its subsidiaries to enter into or approve any financing or purchase agreement for the Financing prior to the Effective Time, (E) result in any significant interference with the prompt and timely discharge of the Offer, the Merger or the Equity Financing, in each case, without the prior written consent duties of any of the Company’s executive officers, (F) result in the Company or any of its subsidiaries incurring any liability with respect to any matters relating to the Financing prior to the Effective Time (other than with respect to authorization letters referred to above); (G) result in any officer or director of the Company or any of its subsidiaries incurring personal liability with respect to any matters relating to the Financing; or (H) require the Company or any of its Subsidiaries to provide any information the disclosure of which is prohibited or restricted under applicable Law or is legally privileged; (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, its subsidiaries, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing (other than a customary authorization letter) shall be effective until (or that is not contingent upon) the Effective Time; and (iii) none of the Company, its subsidiaries, or any of their respective Representatives shall have any liability or incur any losses, damages or penalties with respect to the Financing or any marketing materials, presentations or disclosure documents in connection therewith in the event the Offer Closing Date or Closing does not occur. (f) Parent shall (i) promptly upon request by the Company, reimburse the Company, on a quarterly basis, for all of its reasonable and documented out-of-pocket fees and expenses (including reasonable and documented out-of-pocket attorneys’ fees) incurred by the Company and its Representatives in connection with any cooperation contemplated by this Section 6.17 and (ii) indemnify the Company, its Subsidiaries and its and

Financing. (a) Parent Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and 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 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, supplement or modification to be made to, or any waiver by Purchaser of any provision or remedy under the Financing Commitment (including definitive agreements related thereto) if such amendment, supplement, modification or waiver would (i) reduce the aggregate amount of the net cash proceeds of the Financing (as compared to the amount of such aggregate proceeds contemplated by the Financing Commitment as in effect on the date hereof) or (ii) impose new or additional conditions, or otherwise amend, modify or expand any conditions, to the receipt of the Financing in a manner that would reasonably be expected to (I) prevent, impede or delay the funding of the Financing or the consummation of the Merger and the other transactions contemplated hereunder, (II) adversely impact the ability of Purchaser to enforce its rights against other parties to the Financing Commitment (including definitive agreements related thereto), provided that Purchaser may replace, amend, supplement or modify the Financing Commitment to add agents, co-agents, lenders, arrangers, joint bookrunners, managers or other entities that have not executed the Financing Commitment as of the date hereof. Purchaser shall promptly deliver to the Company copies of any such replacement, amendment, supplement, modification or waiver. For purposes of this Section 6.06(a), references to “Financing” shall include the debt financing contemplated by the Financing Commitment as permitted to be amended or modified by this Section 6.06(a) and references to “Financing Commitment” shall include such documents as permitted to be amended, modified or substituted by this Section 6.06(a). Without limiting the generality of the foregoing and except to the extent Purchaser has completed an offering of debt securities whose net cash proceeds replace amounts that were to be provided under the Financing Commitment, which net cash proceeds have been placed in an escrow account in favor of the bondholders on customary terms for high yield bond offerings and which will be available to Purchaser subject solely to conditions precedent that are no more onerous in any material respect than the conditions precedent contained in the Financing Commitment that would have been applicable to the replaced amounts of the Financing, Purchaser shall use its reasonable best efforts to (w) maintain in effect the Financing Commitment until the Merger, the Subsequent Mergers and the other transactions contemplated hereby are consummated, (x) negotiate and enter into definitive agreements with respect to the Financing Commitment (which with respect to the bridge facilities documentation shall not be required until reasonably necessary in connection with the funding of the Financing) on terms and conditions (including “flex” provisions) no less favorable to Purchaser than those contained in the Financing Commitment, (y) satisfy (or have waived) all conditions and covenants applicable to Purchaser in the Financing Commitment that are within its control at or prior to the Closing, and otherwise comply in all material respects with its obligations under the Financing Commitment (including definitive agreements related thereto), and (z) except to the extent Purchaser otherwise has cash resources at Closing to fund its payment obligations hereunder taking into account upfront and similar fees payable under the Financing (including to the extent any “flex” provisions are implemented), upon satisfaction of the conditions set forth in the Financing Commitment, consummate the Financing at or prior to the Closing. Purchaser shall keep the Company reasonably informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Financing (or replacement thereof) as the Company may reasonably request, and shall provide the Company with copies of all definitive documents related to the Financing and, as the Company may reasonably request from time to time, drafts of such documents posted to a lender syndicate group; provided that the Fee Letters may be redacted in accordance with Section 4.12; provided, that in no event will Purchaser be under any obligation to disclose any information that is subject to attorney-client or similar privilege if Purchaser shall have used its reasonable best efforts to disclose such information in a way that would not waive such privilege. Without limiting the generality of the foregoing, Purchaser shall give the Company prompt notice (x) of any material breach or default by any party to any of the Financing Commitments or definitive agreements related to the Financing of which Purchaser becomes aware, (y) of the receipt of (A) any written notice or (B) other written communication, in each case from any Financing Source with respect to any (1) material breach of any of its obligations under the Financing Commitment or default, termination or repudiation by any party to any of the Financing Commitments or definitive agreements related to the Financing of any provisions of the Financing Commitments or definitive agreements related to the Financing or (2) material dispute or disagreement between or among any parties to any of the Financing Commitments or definitive agreements related to the Financing with respect to the obligation to fund the Financing or the amount of the Financing to be funded at Closing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto), and (z) if at any time for any reason Purchaser believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms and conditions, in the manner or from the sources contemplated by any of the Financing Commitments or definitive agreements related to the Financing. As soon as reasonably practicable, but in any event within two Business Days after the Company delivers to Purchaser a written request, Purchaser shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (x), (y) or (z) of the immediately preceding sentence. (b) If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitment (including the “flex” provisions), Purchaser shall use its reasonable best efforts to arrange and obtain alternative financing from alternative sources on terms and subject to conditions that are not materially less favorable, in the Equity aggregate, to Purchaser than those set forth in the Financing Commitment, in an amount sufficient, when combined with cash on hand and borrowings under any existing credit facilities or other financing arrangements, to consummate the Merger and the other transactions contemplated hereby as promptly as practicable after the occurrence of such event. Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall have the right from time to time to substitute other debt financing for all or any portion of the Financing from the same and/or alternative financing source; provided, that any such substitution shall not expand upon in any material respect the conditions precedent or contingencies to the funding on the “Closing Date” of the Financing as set forth in the Financing Commitment in effect on the date hereof or reasonably be expected to cause any delay of the consummation of the transactions contemplated thereby. In such event, the term “Financing Commitment” as used herein shall be deemed to include the new commitment letter (the “New Financing Commitment”), if any, entered into in accordance with this Section 6.06(b) (any financing arranged under this Section 6.06(b) shall be referred to as the “Alternate Financing”). Purchaser will provide the Company with a copy of any New Financing Commitment obtained by Purchaser in connection with an Alternate Financing as promptly as practicable following the execution thereof (other than fees and other information redacted from such agreements that is consistent with the information redacted from the Fee Letters as permitted by Section 4.12). In the event that (x) all or any portion of the Financing contemplated to be raised in lieu of the bridge financing contemplated under the Financing Commitment has not been consummated, (y) all closing conditions contained in Article VII shall have been satisfied or waived (and which are, at the time of the termination of this Agreement, capable of being satisfied if the Closing were to occur at such time) and (z) the bridge facilities contemplated by the Financing Commitments are available on the terms and conditions described in the Financing Commitments, then Purchaser shall draw down on such bridge financing, in an amount sufficient and to the extent necessary, when combined with cash on hand and borrowings under any existing credit facilities or other financing arrangements, to consummate the Merger and the other transactions contemplated hereby, at the Closing. In the event that (x) the ABL Facility has not been amended as contemplated by the Equity Financing Commitment, (y) all closing conditions contained in Article VII shall have been satisfied or waived (and which are, at the time of the termination of this Agreement, capable of being satisfied if the Closing were to occur at such time) and (z) the Replacement ABL Facility (or alternative financing obtained in accordance with this Section 6.06(b)) is available on the terms and conditions described in the Financing Commitments), then Purchaser shall draw down on such Replacement ABL Facility, in each case prior to when the conditions an amount sufficient and to the Closing set forth extent necessary, when combined with cash on hand and borrowings under any existing credit facilities or other financing arrangements, to consummate the Merger and the other transactions contemplated hereby, at the Closing. Notwithstanding anything to the contrary contained in Article IX (other than those conditions that by their nature cannot this Agreement, nothing contained in this Section 6.06 shall require, and in no event shall the reasonable best efforts of Purchaser be satisfied until the Closing Date) are satisfieddeemed or construed to require, including Purchaser to (i) maintain in effect bring any enforcement action, including commencing or filing any Action, against any source of the Equity Financing Commitments; to enforce its rights under the Financing Commitment or (ii) satisfy pay any fees in excess of those contemplated by the Financing Commitment (whether to secure waiver of any conditions contained therein or otherwise); provided, that Purchaser shall pay all fees required by the Financing Commitment as they become due. (c) The Company shall (and shall cause its Subsidiaries to) provide to Purchaser, and shall use reasonable best efforts to cause Representatives of the Company and its Subsidiaries to provide to Purchaser, on a timely basis basis, all conditions cooperation in connection with the arrangement and covenants applicable to Parent and Sub syndication of the Financing (including the marketing efforts in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iiiconnection therewith) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights repayment of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term indebtedness of the Equity Financing Commitments that Company and its Subsidiaries as may be reasonably requested by Purchaser, including by (i) amends providing reasonable cooperation with the marketing efforts of Purchaser and lenders or modifies initial purchasers for any of the conditions precedent Financing, including using reasonable best efforts to the receipt cause its Representatives (including senior management and advisors of the Equity Financing or imposes additional conditions precedent Company and its Subsidiaries) to the receipt be available, during normal working hours and upon reasonable notice, to participate in a reasonable number of the Equity Financingmeetings, presentations, road shows, due diligence sessions, drafting sessions, and sessions with rating agencies, and using its commercially reasonable efforts to ensure that any syndication efforts benefit from any existing Company banking relationships, (ii) adversely affects assisting with the rights ofpreparation of customary materials for rating agency presentations, or remedies available tooffering documents, private placement memoranda, bank information memoranda (to the extent relating to the Company and its Subsidiaries), registration statements, prospectuses, road show presentations and similar documents reasonably necessary or advisable in connection with the Financing and offering of equity securities of Purchaser contemplated hereby, including the preparation and furnishing in a timely fashion of all financial statements and other data customary to be included in connection therewith (including all audited financial statements, all unaudited financial statements (which shall have been reviewed by the independent accountants for the Company as provided in the procedures specified by the Public Company Accounting Oversight Board in AU 722) and all information regarding the Company and its Subsidiaries reasonably required for the Purchaser to prepare pro forma financial statements, financial data, audit reports and other information regarding the Company and its Subsidiaries of the type required by and in compliance with Regulation S-X and Regulation S-K promulgated under the Equity Securities Act of 1933, as amended, and related forms and all information regarding the Company and its Subsidiaries reasonably necessary for the preparation of financial projections and a financial model for the Purchaser after giving effect to the Merger (A) for a registered public offering of debt securities, and of type and form customarily included in private placements of debt securities under Rule 144A, to consummate the offering(s) of debt securities contemplated by the Financing CommitmentsCommitment and (B) for the syndication of bridge loan commitments and facilities and asset based loan commitments and facilities contemplated under the Financing Commitment, or (iii) would or would reasonably be expected assist with the preparation of definitive financing documents and provide Financing Sources with reasonable access to preventthe properties, impede or delay the consummation books and records of the OfferCompany and its Subsidiaries during normal working hours (to the extent practicable) and upon reasonable notice, (iv) using commercially reasonable efforts to cause the Merger Company’s independent auditors to provide, consistent with customary practice, (A) consent to SEC filings and offering memoranda that include or incorporate the Equity FinancingCompany’s consolidated financial information and their reports thereon, in each case, without to the prior written extent such consent is required, customary auditors reports and customary comfort letters (including “negative assurance” comfort) with respect to financial information relating to the Company and its Subsidiaries, (B) reasonable assistance in the preparation of pro forma financial statements by Purchaser and (C) provide reasonable assistance and cooperation to Purchaser, including attending accounting due diligence sessions, (v) providing financial and other pertinent information regarding the Company and its Subsidiaries reasonably requested, including unaudited monthly financial statements for the Company and its Subsidiaries on a consolidated basis (excluding footnotes), to the extent the Company customarily prepares such financial statements, within the time frame such statements are prepared, (vi) providing and executing documents as may be reasonably requested by Purchaser (excluding legal opinions and solvency certificates); (vii) using reasonable best efforts to permit the Financing Sources and other prospective lenders involved in the Financing to evaluate the Company’s current assets, cash management and accounting system, policies and procedures relating thereto for the purpose of establishing collateral arrangements as of the Company.Closing, including account control agreements, (viii) reasonably cooperating with the Financing Sources and their respective agents with respect to their due diligence, including by giving access to documentation reasonably requested by persons in connection with capital markets transactions, (ix) furnishing Purchaser and the Financing Sources promptly with all documentation and other information required by any Governmental Entity wit

Financing. (a) Parent 7.22.1. Subject to the terms and Sub conditions of this Agreement, Purchaser shall take, or cause use reasonable best efforts to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange and obtain the Equity Financing on the terms and conditions described in or contemplated by the Equity Financing Commitments, in each case prior to when the conditions to the Closing set forth in Article IX the Financing Letter (other than those conditions that by their nature canor on terms which would not be satisfied until reasonably expected to delay or prevent the Closing Date) are satisfiedor make the funding of the Financing less likely to occur), including and use its reasonable best efforts to (ia) maintain in effect the Equity Financing Commitments; Letter and negotiate and execute definitive agreements with respect to the Financing Letter on the terms and conditions set forth in the Financing Letter (iior on terms which would not be reasonably expected to delay or prevent the Closing or make the funding of the Financing less likely to occur), (b) satisfy on a timely basis all conditions and covenants applicable to Parent Purchaser set forth in such definitive agreements that are within its reasonable control and Sub in not take or fail to take any action that would be expected to prevent, impede or delay the Equity availability of the Financing, and (c) consummate the Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in contemplated by the Financing Letter at or prior to the Closing. In the event that all conditions in Annex I the Financing Letter have been satisfied or upon funding will be satisfied, Purchaser shall use its reasonable best efforts to cause the lenders providing the Financing to fund on the Closing Date the Financing required to consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); transactions contemplated by this Agreement and (iv) fully Purchaser shall otherwise enforce each Equity Financing Party’s obligations (and the its rights of Parent and Sub) under the Equity Financing CommitmentsLetter, including by seeking specific performance of the parties thereunder. (b) Neither Parent nor Sub 7.22.2. Purchaser shall not amend, alter, or waive, or agree to amend, alter or waive (in any case case, whether by action or inaction), any term of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede or delay the consummation of the Offer, the Merger or the Equity Financing, in each case, Letter without the prior written consent of the CompanySeller if such amendment, alteration or waiver reduces the aggregate amount of the Financing or would reasonably be expected to delay or prevent the Closing or make the funding of the Financing less likely to occur; provided, however, that Purchaser may (a) replace and/or amend the Financing Letter so long as (i) the terms would not be reasonably expected to delay or prevent the Closing or make the funding of the Financing less likely to occur and (ii) the conditions to the Financing set forth in the Financing Letter as of the Execution Date would not be expanded in a manner that would reasonably be expected to delay or prevent the Closing or (b) enter into a Capital Markets Transaction in lieu of or in addition to the Financing contemplated by the Financing Letter; and in any such event, Purchaser shall disclose to the Seller its intention to obtain such alternative financing or to engage in such Capital Markets Transaction and shall keep the Seller informed of the terms thereof. The term “Financing or Capital Markets Transaction” shall mean (A) the Financing contemplated by the Financing Letter to the extent not so superseded at the time in question and any alternative financing to the extent then in effect, and (B) any Capital Markets Transaction. Purchaser shall promptly (and in any event within two Business Days) notify the Seller of the expiration or termination of the Financing Letter.

Financing. (a) ▇▇▇▇▇▇▇ agrees to use, and to cause Parent and Sub Purchaser to use, best efforts to complete the transactions contemplated by the Commitment Letters and the Equity Commitment Letters. (b) Without limiting the generality of the foregoing, in the event that at any time funds are not or have not been made available pursuant to the Commitment Letters so as to enable Purchaser to proceed with the Closing in a timely manner, each of ▇▇▇▇▇▇▇, Parent and Purchaser shall (i) use his or its best efforts to obtain alternative funding in an amount at least equal to the Required Cash Amount on terms and conditions substantially comparable to those provided in the Commitment Letters or the Equity Commitment Letters, as applicable, or otherwise on terms reasonably acceptable to ▇▇▇▇▇▇▇, Parent and Purchaser and (ii) shall continue to use his or its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable under applicable laws and regulations to arrange and obtain consummate the transactions contemplated by this Agreement. (c) Following the date hereof, any amendment, modification, termination or cancellation of any of the Transaction Financing or Equity Financing, or any information which becomes known to ▇▇▇▇▇▇▇, Parent, Purchaser or their respective affiliates which makes it unlikely that the Transaction Financing or Equity Financing will be obtained on the terms and conditions described set forth in the Commitment Letters or the Equity Commitment Letters, shall be promptly disclosed to the Special Committee. None of ▇▇▇▇▇▇▇, Parent or Purchaser or any of their respective affiliates will knowingly attempt, directly or indirectly, to induce or encourage the Lenders or other entities not to fund any of the financing provided for in the Commitment Letters or Equity Commitment Letters. (d) Subject to completion of the transactions contemplated by the Equity Financing CommitmentsCommitment Letters, in each case prior ▇▇▇▇▇▇▇ agrees to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfied, including to (i) maintain in effect the Equity Financing Commitments; (ii) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alterprovide, or waive, or agree cause one of his affiliates to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of provide the Equity Financing, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede or delay the consummation of the Offer, the Merger or the Equity Financing, in each case, without the prior written consent of the Company.

Financing. (a) Parent and Sub shall take, or cause TheMaven has no reasonable reason to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange and obtain the Equity Financing on the terms and conditions described in or contemplated by the Equity Financing Commitments, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfied, including to (i) maintain in effect the Equity Financing Commitments; (ii) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments believe that (i) amends or modifies any the full amount of cash necessary to pay and satisfy in full (x) TheMaven’s obligation pursuant to this Agreement to pay the conditions precedent Initial Cash Consideration, (y) the Legal Fees Reimbursement and (z) the Auditors’ Fees (collectively, clauses (x), (y) and (z), the “Closing Payments”) will not be available to TheMaven on the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity FinancingClosing Date, (ii) adversely affects the rights of, or remedies full amount of necessary to pay and satisfy in full TheMaven’s obligation pursuant to this Agreement to pay the Additional Cash Consideration will not be available to, to TheMaven on the Company under the Equity Financing Commitments, or Additional Cash Payment Date nor (iii) would the full amount of necessary to pay and satisfy in full TheMaven’s obligation pursuant to this Agreement to pay the Wind-Down Consideration will not be available to TheMaven on and prior to the Wind-Down Deadline; and (b) with respect to each of the Closing Payments, the Additional Cash Consideration and the Wind-Down Consideration, TheMaven is not aware of the existence of any fact or would event as of the date hereof that could reasonably be expected to preventcause the Closing and/or the payment to Seller and the Auditors, impede or delay the consummation as applicable, of the OfferClosing Payments, the Merger or Additional Cash Consideration and/or the Equity FinancingWind-Down Consideration, in each case, without not to occur on the prior written consent of dates respectively specified therefor in Section 1.3 and/or the CompanyClosing Payments, the Additional Cash Consideration and the Wind-Down Consideration not to be available on such respective dates.

Financing. (a) Parent Prior to the Closing, each of CAC and Sub shall Growth Partners will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange and obtain the Equity Financing on as contemplated by and in accordance with the terms and conditions described in or contemplated of the Commitment Letter (as modified by the Equity Financing Commitmentsflex provisions of the related fee letter and as otherwise modified, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature canso long as such modification would not be satisfied until the Closing Date) are satisfied, including to (i) maintain in effect the Equity Financing Commitments; (ii) satisfy on a timely basis all impose new or additional material conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede or materially delay or impair, the availability of the Financing or (ii) adversely impact the ability of CAC and Growth Partners to timely consummate the Closing (it being understood that any modification that is entered into for the purpose of adding lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date hereof or for the purpose of extending the termination date set forth in the Commitment Letter shall be permitted)), provided, however, that if the Financing becomes unavailable to CAC and Growth Partners on the terms and conditions set forth in the Commitment Letter or the Commitment Letter shall be terminated for any reason (other than due to a material breach by the Caesars Parties of any material provision of this Agreement which prevents or renders impracticable the consummation of the OfferFinancing), each of CAC and Growth Partners shall use its reasonable best efforts to obtain alternative financing on terms and conditions satisfactory to CAC and Growth Partners and, to the Merger extent required under applicable Law, approved by the relevant Gaming Authorities (the “Alternative Financing”). It is understood and agreed that “reasonable best efforts” as used in this Section 8.13(a) shall not require CAC or Growth Partners to obtain the Alternative Financing if the terms and conditions of such financing (including all terms, termination rights, flex provisions and funding conditions) are less favorable, taken as a whole, to CAC, Growth Partners and its Subsidiaries as compared to the terms of the Commitment Letter. Each of the Caesars Parties shall, at CAC’s and Growth Partners’ cost and expense, provide such cooperation as is reasonably requested by CAC and Growth Partners in connection with obtaining any such Financing (or any Alternative Financing) or the Equity 144A Financing, pursuant to Section 8.13(b). Upon the request of Parent or a Seller, CAC and Growth Partners shall apprise Parent and such Seller of material developments relating to the Financing or any Alternative Financing and reasonably promptly shall, upon the written request of Parent and CEOC, provide copies of all definitive documents agreed with the Financing Lenders or otherwise related to the Financing or any Alternative Financing to Parent or a Seller, subject to customary redaction of fee amounts and other economic terms (including interest rates). For purposes of this Agreement, references to “Financing” shall include the financing contemplated by the Commitment Letter as amended, modified, waived or replaced in accordance with this Section 8.13(a) and references to “Commitment Letter” shall include the Commitment Letter as amended, modified, waived or replaced in accordance with this Section 8.13(a). (b) Prior to the Closing, each of the Caesars Parties shall provide, and shall use its reasonable best efforts to cause its Representatives, in each case, without with appropriate seniority and expertise, including its or their accounting firms, to provide, at CAC and Growth Partners’ sole cost and expense, all cooperation reasonably requested by CAC and Growth Partners in connection with the arrangement of the Financing (including any Alternative Financing) and the 144A Financing, including by, in each case upon reasonable advance notice and on a reasonable number of occasions: (i) assisting in the preparation for and participation in the marketing efforts in connection with the syndication of the financing contemplated by the Commitment Letter or the Alternative Financing (including a reasonable number of lender meetings and conference calls) or the 144A Financing, other meetings, presentations, drafting sessions, road shows, due diligence sessions (including accounting due diligence sessions) and sessions with the Financing Lenders, any lenders providing Alternative Financing or any initial purchasers of the 144A Financing (such lenders and initial purchasers, together with the Financing Lenders, the “Applicable Financing Lenders”), other prospective lenders and investors and ratings agencies, and assisting CAC and Growth Partners in obtaining ratings as contemplated by the Financing, the Alternative Financing, and the 144A Financing, if any; (ii) cooperating with CAC, Growth Partners and the Applicable Financing Lenders, including, as applicable, reasonably assisting with the preparation of rating agency presentations, pro forma financial information and financial statements, bank information memoranda, lender presentations, offering documents, private placement memoranda, prospectuses and similar documents and other customary marketing materials for the Financing and the 144A Financing (including, as applicable, delivering customary representation letters, authorization letters, confirmations and undertakings as contemplated by the Commitment Letter or replacement thereof (including with respect to the presence or absence of material non-public information and the accuracy of the information contained in the disclosure and marketing materials related to the Financing (including any Alternative Financing))); (iii) as promptly as reasonably practicable, (A) furnishing CAC, Growth Partners and the Applicable Financing Lenders and their respective Representatives with the Required Information, (B) informing CAC and Growth Partners if the chief executive officer, chief financial offer, treasurer or controller of the Caesars Parties or any director or member of the Caesars Parties shall have actual knowledge of any facts as a result of which a restatement of any financial statements for such financial statements to comply with GAAP is, to such person’s actual knowledge, probable; (iv) both before the Closing and, to the extent reasonably necessary to allow CAC and Growth Partners to consummate a securities offering or comply with SEC requirements after the Closing (but in either case at CAC’s and Growth Partners’ cost and expense), providing appropriate representations with respect to information for periods prior to the Closing customary in connection with the preparation of financial statements and other financial data of the Company Parties and requesting accountants’ consents in connection with the use of the Company Parties’ financial statements for periods prior to the Closing in offering documents, prospectuses, Current Reports on Form 8-K and other documents to be filed with the SEC; (v) using reasonable best efforts to provide (y) within forty-five (45) days of the end of each of the first three fiscal quarters of the current fiscal year and any subsequent fiscal year ending prior to the Closing Date, quarterly financial statements which for the avoidance of doubt shall include the comparable period in the prior written consent fiscal year of the CompanyCompany Parties which have been “reviewed” by auditors in accordance with Statements on Auditing Standards 100, and (z) within ninety (90) days of the end of each of the most recently completed fiscal year and each subsequent fiscal year ending prior to the Closing Date, audited financial statements of the Company Parties for such fiscal year; (vi) with respect solely to the Purchased Entities, executing and delivering as of (but not before) the Closing any pledge and security documents, other definitive financing documents, or other certificates, customary (e.g., local counsel) legal opinions or documents as may be reasonably requested by CAC and Growth Partners and otherwise facilitating the pledging of collateral of the Purchased Entities (including, providing reasonable and customary information required in connection with the pledging and identification of real property and intellectual property of the Purchased Entities and cooperation in connection with CAC and Growth Partners’ efforts to obtain environmental assessments and title insurance with respect thereto); (vii) assisting CAC and Growth Partners to obtain waivers, consents, estoppels and approvals from other parties to material leases, encumbrances and Contracts relating to the Company Parties (or the Purchased Entities) and to arrange discussions among CAC, Growth Partners and the Applicable Financing Lenders and their respective Representatives with other parties to material leases, encumbrances and Contracts as of the Closing; (viii) (A) permitting the Applicable Financing Lenders to evaluate the Company Parties’ (or Purchased Entities’) current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing and assisting with other collateral audits and due diligence examinations and (B) establishing bank and other accounts and blocked account agreements and lock box arrangements to the extent necessary in connection with the Financing (including any Alternative Financing) or the 144A Financing, if any; (ix) reasonably facilitating the taking of all corporate, limited liability company or other similar actions by the Caesars Parties that are reasonably necessary to permit the consummation of the Financing (including any Alternative Financing) and the 144A Financing, if any, and to permit the proceeds thereof, together with the cash at the Purchased Entities and their Subsidiaries, if any (not needed for other purposes), to be made available on the Closing Date to consummate the transactions contemplated by this Agreement, provided, that for the avoidance of doubt, any costs, fees or expenses incurred or required to be paid in connection with the consummation of the Financing or any Alternative Financing shall not constitute Unpaid Caesars Expenses hereunder and the Caesars Parties shall have no liability or obligation in connection therewith; (x) providing at least five (5) Business Days prior to the Closing Date all documentation and other information about the Company Parties as is required by applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act to the extent requested at least ten (10) Business Days prior to the anticipated Closing Date; and (xi) cooperating with CAC and Growth Partners to satisfy the conditions precedent to the Financing (including any Alternative Financing) to the extent within the control of the Caesars Parties. The foregoing notwithstanding, (A) Persons who are directors or members of the Caesars Parties prior to the Closing Date in their capacity as such shall not be required to pass resolutions or consents to approve or authorize the execution of the Financing (including any Alternative Financing), (B) no obligation of the Caesars Parties or any of their respective Representatives undertaken pursuant to the foregoing shall be effective until the Closing Date and no officer or director of any Caesars Party (other than, as of the Closing, the Company Parties) shall be required to execute any documents, including, without limitation, any registration statement to be filed as specifically set forth above, including with the SEC, any pledge or security documents or other definitive financing documents (except with respect to the representation letters or authorization letters specified above) and (C) none of the Caesars Parties nor any of their respective Representatives shall be required to pay any commitment or other similar fee or incur any other liability, cost or expense in connection with the Financing (including any Alternative Financing) or 144A Financing, if any, and CAC or Growth Partners shall pay on behalf of any Caesars Party, or promptly reimburse any Caesars Party for, any fee or reasonable expense documented out-of-pocket incurred solely in connection with the Financing or any Alternative Financing or with any action taken in compliance with this Section 8.13; provided that, for the avoidance of doubt, the costs, fees, expenses and other amounts payable to Deloitte & Touche LLP in connection with the preparation of the Audited Financial Statements shall be treated in accordance with Section 8.9(a). CAC and Growth Partners shall indemnify and hold harmless the Caesars Parties and their respective Representatives from and against any and all Damages arising out of any claim by a third party (other than Damages which are the subject matter of any successful indemnification claim pursuant to Section 11.2 by a Growth Indemnified Person against the Caesars Parties) suffered or incurred by them in connection with the arrangement of the Financing or any Alternative Financing in compliance with this Section 8.13 and any information utilized in connection therewith (other than information provided by or on behalf of the Caesars Parties or their respective Representatives), in each case, except to the extent suffered or incurred as a result of bad faith, gross negligence or willful misconduct of, or material breach of this Agreement by, the Caesars Parties. Nothing contained in this Section 8.13(b) or otherwise shall require any Caesars Party (other than, from and after the Closing, any Company Party) to be an issuer, guarantor, pledgor or other obligor with respect to the Financing (including any Alternative Financing) or the 144A Financing, if any. Each of the Caesars Parties hereby expressly authorizes the use of the financial statements and other information to be provided pursuant to this Section 8.13(b) for purposes of the Financing (including any Alternative Financing). (c) Each of the Caesars Parties hereby consents to the use of its logos in connection with the Financing (including any Alternative Financing); provided that such logos shall be used by CAC, Growth Partners and the Financing Lenders in a manner that is not intended to, or reasonably likely to, harm or disparage the Caesars Parties or the reputation or goodwill of the Caesars Parties. (d) Prior to and through the Closing, the Caesars Parties shall use reasonable best efforts to periodically update any Required Information provided to CAC and Growth Partners as may be necessary so that such Required Information is (i) Compliant and (ii) meets the applicable requirements set forth in the definition of “Required Information”. For the avoidance of doubt, CAC and Growth Partners may, to most effectively access the financing markets, require the cooperation of the Caesars Parties under this Section 8.13 at any time, and from time to time and on multiple occasions, between the date hereof and the Closing; provided that CAC and Growth Partners shall comply with Section 8.13(b) with respect to any requests for cooperation and shall use their reasonable best efforts to limit interference with the ongoing operations of the Caesars Parties. The Caesars Parties shall timely file SEC documents and other materials with the SEC to the extent required by the SEC in accordance with Law to the extent such SEC documents relate specifically to the Company Parties or any of their Subsidiaries. In addition, if, in connection with a marketing effort contemplated by the Commitment Letter, CAC and Growth Partners reasonably request the Caesars Parties to file a Current Report on Form 8-K pursuant to the Exchange Act that contains material non-public information with respect to the Company Parties or any of their Subsidiaries, which CAC and Growth Partners reasonably determine to include in a customary offering memorandum for the Financing, then Caesars Parties shall file a Current Report on Form 8-K containing such material non-public information. (e) Prior to the Closing, the Caesars Parties shall use their reasonable best efforts to cause their independent auditors to provide, consistent with customary practice, (A) consent to SEC filings and offering memoranda that include or incorporate the Company Parties’ consolidated financial information and their reports thereon, in

Financing. (a) Parent and Sub Merger Subs acknowledge and agree that the Company and its Affiliates and its and their respective Representatives shall not, prior to the Effective Time, incur any liability to any Person under any financing that Parent and Merger Subs may raise in connection with the transactions contemplated by this Agreement or any cooperation provided pursuant to this Section 7.10 and that Parent and Merger Subs shall, on a joint and several basis, indemnify and hold harmless the Company and its Affiliates and its and their respective Representatives from and against any losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Debt Financing and any information utilized in connection therewith. (b) Each of Parent and Merger Subs shall take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange and obtain the Equity proceeds of the Debt Financing on the terms and conditions described in or contemplated by the Equity Financing CommitmentsDebt Commitment Letter, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfied, including to including: (i) maintain entering into definitive agreements with respect thereto on the terms and conditions contained in effect the Equity Financing Commitments; Debt Commitment Letter as promptly as practicable after the date hereof, (ii) satisfy satisfying, or cause their Representatives to satisfy, on a timely basis all conditions and covenants applicable to Parent Parent, Merger Subs, CCI or their respective Representatives that are within their respective control in such definitive agreements and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in using commercially reasonable efforts to cause the event that all conditions in Annex I have been satisfied, consummate lenders and any other Persons providing the Equity Debt Financing on or prior to fund the date Debt Financing at the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing CommitmentsClosing. (bc) Neither Parent nor Sub shall amend, alternot agree to any amendments or modifications to, or waive, or agree to amend, alter or waive (in grant any case whether by action or inaction)waivers of, any term of the Equity Financing Commitments that (i) amends condition or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available to, the Company other provision under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede or delay the consummation of the Offer, the Merger or the Equity Financing, in each case, Debt Commitment Letter without the prior written consent of the CompanyCompany if such amendments, modifications or waivers would (i) reduce the aggregate amount of the Debt Financing or (ii) impose new or additional conditions that would reasonably be expected to (A) prevent or materially delay the ability of Parent to consummate the Mergers and the other transactions contemplated by this Agreement or (B) adversely impact the ability of Parent, Merger Sub or CCI to enforce its rights against the other parties to the Debt Commitment Letter. Parent shall not 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) In no event shall Parent or Merger Subs or any of their Affiliates (which for purposes of this Section 7.10(d) shall be deemed to include each direct or indirect investor or potential investor in Parent or Merger Subs, or any of Parent’s, either Merger Sub’s or such investor’s financing sources or potential financing sources or other Representatives) (i) award any agent, broker, investment banker, financial advisor or other firm or Person any financial advisory role on an exclusive basis or any additional firm or Person on a non-exclusive basis in connection with the Mergers or the other transactions contemplated hereby or (ii) prohibit or seek to prohibit any bank or investment bank or other potential provider of debt or equity financing from providing or seeking to provide financing or financial advisory services to any Person in connection with a transaction relating to the Company or its subsidiaries or in connection with the Mergers or the other transactions contemplated hereby. (e) In the event that any portion of the Debt Financing becomes unavailable in the manner or from the sources contemplated in the Debt Commitment Letter, (i) Parent shall promptly so notify the Company and (ii) Parent and Merger Subs shall use their respective commercially reasonable efforts to arrange and obtain, and to negotiate and enter into definitive agreements with respect to, alternative financing from alternative financial institutions in an amount sufficient to consummate the transactions contemplated by this Agreement upon conditions not materially less favorable to Parent, Merger Subs and the Company than those in the Debt Commitment Letter, as promptly as practicable following the occurrence of such event (and in any event no later than the Closing Date). The definitive agreements entered into pursuant to the first sentence of this Section 7.10(e) or Section 7.10(b)(i) are referred to in this Agreement, collectively, as the “Financing Agreements.” (f) Each of Parent and each Merger Sub acknowledges and agrees that neither the obtaining of the Debt Financing or any alternative financing, nor the completion of any issuance of securities contemplated by the Debt Financing or any alternative financing, is a condition to the Closing, and reaffirms its obligation to consummate the transactions contemplated by this Agreement irrespective and independently of the availability of the Debt Financing or any alternative financing, or the completion of any such issuance, subject the applicable conditions set forth in Section 8.1 and Section 8.2, the breach of which obligation will give rise, without limitation, to the remedies set forth in Section 10.7. (g) Parent shall (i) furnish the Company complete, correct and executed copies of the Financing Agreements or any alternative financing agreement promptly upon their execution, (ii) give the Company prompt notice of any material breach or material threatened breach by any party of any of the Financing Commitments, any alternative financing commitment, the Financing Agreements, or any alternative financing agreement of which Parent or Merger Subs becomes aware or any termination thereof, and (iii) otherwise keep the Company reasonably informed of the status of its efforts to arrange the Debt Financing (or any alternative financing).

Financing. (a) Parent and Sub shall take, or use its reasonable best efforts to cause to be taken, taken all actions and do, or cause necessary to be done, all things necessary or advisable to arrange and obtain the Equity Debt Financing on the terms and subject to the conditions described in or contemplated by the Equity Financing Commitments, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfiedDebt Commitment Letter, including to using its reasonable best efforts to: (i) maintain in effect the Equity Debt Commitment Letter and negotiate and enter into definitive agreements with respect to the Debt Financing Commitments(A) on the terms and subject to the conditions reflected in the Debt Commitment Letter 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 and covenants applicable conditions, required to be complied with or satisfied by Parent and Sub in the Equity Financing Commitments Debt Commitment Letter and otherwise comply with its obligations in each case thereundersuch definitive agreements; (iii) cause the Debt Financing to be consummated at such time or from time to time as is necessary for Parent to satisfy its obligations under this Agreement; (iv) pay any and all commitment or other fees in a timely manner that become payable by Parent or Merger Sub under the event that all conditions in Annex I have been satisfiedDebt Commitment Letter following the date of this Agreement, consummate the Equity Financing on or prior to the date extent that the Closing is failure to pay such fees would be reasonably expected to adversely impact the availability of the financing thereunder; (v) obtain rating agency approvals to the extent required to occur pursuant to Section 2.01(d)obtain the Debt Financing; and (ivvi) fully seek to enforce each Equity 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 Party’s obligations 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 rights of other transactions contemplated by this Agreement (after taking into consideration the funds otherwise available to Parent and Subthe Acquired Corporations), and (ii) under the Equity amount of financing that was contemplated by the Debt Financing CommitmentsLetter on the date of this Agreement. In the event any alternative or substitute financing is obtained by Parent in accordance with the terms of this Section 5.12(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. (b) Neither Parent nor Sub shall amendkeep the Company reasonably informed with respect to all material activity concerning the status of the Debt Financing, alterincluding the status of Parent’s efforts to comply with its covenants under, and satisfy the conditions contemplated by, the Debt Commitment Letter and shall give the Company prompt notice of any event or waivechange that Parent determines will materially and adversely affect the ability of Parent to consummate the Debt Financing. Without limiting the foregoing, or agree Parent agrees to amendnotify the Company promptly, alter or waive (and in any case whether by action or inaction)event within two business days, if at any term of the Equity Financing Commitments that time: (i) amends the Debt Commitment Letter shall expire or modifies be terminated for any of the conditions precedent to the receipt of the Equity Financing reason; or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects any financing source that is a party to the rights of, or remedies available to, Debt Commitment Letter notifies Parent in writing that such source no longer intends to provide financing to Parent on the Company under terms set forth in the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede or delay the consummation of the Offer, the Merger or the Equity Financing, in each caseDebt Commitment Letter. Parent shall not, without the prior written consent of the Company, amend the Debt Commitment Letter in any manner (including by way of a side letter or other binding agreement, arrangement or understanding) that would: (A) expand in any material respect, or amend in a manner materially adverse to Parent, the conditions to the Debt Financing set forth in the Debt Commitment Letter; (B) prevent or materially impair or delay the Closing; (C) subject to Parent’s right to obtain substitute financing set forth in Section 5.12(a), reduce the aggregate amount of financing set forth in the Debt Commitment Letter to an amount below the amount needed (in combination with all funds held by or otherwise available to Parent and the Acquired Corporations) to consummate the Merger; or (D) to the Knowledge of Parent, materially and adversely impact the ability of Parent to enforce its rights against the other parties to the Debt Commitment Letter. (c) During the Pre-Closing Period, upon the request of Parent, the Company shall, and shall cause its Subsidiaries and the Representatives of the Acquired Corporations to, cooperate reasonably with Parent in connection with Parent’s financing of the Merger, including by: (i) participating in meetings and road shows, if any; (ii) providing on a timely basis information reasonably requested by Parent relating to such financing; (iii) preparing in a timely manner business projections and financial statements (including pro forma financial statements); (iv) assisting in a timely manner in the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents; (v) using its reasonable best efforts to ensure that the syndication efforts of the lead arrangers for the Debt Financing (or any Alternative Financing) benefit materially from the existing lending relationships of the Acquired Corporations; (vi) providing such assistance as Parent may reasonably require in procuring a corporate credit rating for Parent from Standard & Poor’s Rating Services and a corporate family credit rating for Parent from ▇▇▇▇▇’▇ Investor Services, Inc. at least 30 business days prior to the Closing Date; and (vii) obtaining the consent of, and customary comfort letters from, Ernst & Young LLP (including by providing customary management letters and requesting legal letters to obtain such consent) if necessary or desirable for Parent’s use of the Company’s financial statements. Without limiting the generality of the foregoing, the Company shall ensure that all financial and other projections concerning the Acquired Corporations that are made available to Parent after the date of this Agreement are prepared in good faith and are based upon assumptions that are reasonable at the time made. Notwithstanding the foregoing: (A) such requested cooperation shall not unreasonably interfere with the ongoing operations of the Acquired Corporations; and (B) no Acquired Corporation shall be required to pay any commitment or other similar fee or incur any other liability in connection with the financing contemplated by the Debt Commitment Letter prior to the Effective Time (unless such fee or liability is subject to the immediately succeeding sentence or such fee or liability is conditional on the occurrence of the Effective Time). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket fees and expenses of the Company’s counsel and the Company’s accountants incurred by the Acquired Corporations in connection with such requested cooperation, and, except in cases involving fraud or intentional misconduct or intentional misrepresentation on the part of any of the Acquired Corporations or any Representative of any Acquired Corporation, Parent shall indemnify and hold harmless the Acquired Corporations against any costs, expenses or liabilities incurred by the Acquired Corporations as a result of any Action against the Acquired Corporations arising out of any acts performed by the Acquired Corporations at Parent’s request under this Section 5.12.

Financing. (a) Parent and Merger Sub shall use their respective reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary to consummate the Debt Financing or advisable to arrange any Substitute Financing as promptly as practicable following the date of this Agreement (taking into account the Marketing Period) and obtain the Equity Financing on the terms and conditions described in or contemplated by the Equity Financing Commitments, in each case any event prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfiedAcceptance Time, including using reasonable best efforts to (i) (A) maintain in effect the Equity Debt Commitment Letter and comply with all of their respective obligations thereunder and (B) negotiate, enter into and deliver definitive agreements with respect to the Debt Financing Commitments; reflecting the terms contained in the Debt Commitment Letter (including any Table of Contents fee letter flex provisions to the extent exercised) (or with other terms agreed by Parent and the Debt Financing Sources, subject to the restrictions on amendment of the Debt Commitment Letter set forth in Section 8.03(d)), so that such agreements are in effect no later than the Expiration Time and (ii) satisfy on a timely basis all the conditions and covenants of the Debt Financing set forth in the definitive agreements related thereto that are applicable to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; or Merger Sub. (iiib) in In the event that all conditions in Annex I of the Offer Conditions and the Merger Conditions (other than any such condition that, by its nature, can be satisfied only immediately prior to the Acceptance Time or at the Closing, as applicable) have been satisfiedsatisfied or waived or, upon funding, shall be satisfied or waived, Parent and Merger Sub shall cause the Debt Financing Sources to fund, on the Closing Date, the Debt Financing, to the extent the Marketing Period has ended and the conditions precedent to such funding have been satisfied (other than any such condition that, by its nature, can be satisfied only immediately prior to the Acceptance Time or at the Closing, as applicable) and the proceeds thereof are required to consummate the Equity Offer, the Merger and the other transactions contemplated hereby, and shall enforce its rights under the Debt Commitment Letter. (c) Parent shall notify the Company promptly if, at any time prior to the Closing, (i) the Debt Commitment Letter expires or is terminated for any reason (or if any Person attempts or purports to terminate or repudiate the Debt Commitment Letter, whether or not such attempted or purported termination or repudiation is valid), (ii) Parent or Merger Sub obtains knowledge of any material breach or default (or any event or circumstance that, with or without due notice, lapse of time or both, would reasonably be expected to give rise to any material breach or default) by any party to the Debt Commitment Letter or any definitive document related to the Debt Financing on of any provision of the Debt Commitment Letter or such definitive document, which material breach or default would reasonably be expected to cause the failure of a condition precedent to the funding of the Debt Financing or (iii) if at any time for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Debt Financing necessary to fund the Required Amount at or prior to the date time that the Closing is required to occur pursuant to Section 2.01(dthe terms hereof. It is understood that it is not a condition to the consummation of the Offer or the Merger to obtain the Debt Financing (or any alternative financing); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitments. (bd) Neither Parent nor Sub shall may amend, altermodify, or waiveterminate, assign or agree to amendany waiver under the Debt Commitment Letter without the prior written approval of the Company or any other Person; provided that Parent shall not, alter or waive without Company’s prior written consent (in any case whether which consent has been approved by action or inactionthe Special Committee), permit any term such amendment, modification, termination, assignment or waiver to be made to any provision of or remedy under the Equity Financing Commitments Debt Commitment Letter that (i) amends reduces (or modifies any could have the effect of reducing) the amount of aggregate cash proceeds available from the Debt Financing such that the aggregate funds that would be available to Parent and Merger Sub at the time of the Closing, together with other immediately available financial resources of Parent and Merger Sub, would not be sufficient to pay the Required Amount, (ii) imposes, or could reasonably be expected to impose, new or additional conditions precedent or contingencies to the receipt of the Equity Debt Financing or imposes additional conditions precedent necessary to fund the receipt of the Equity FinancingRequired Amount, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or would could reasonably be expected to preventprevent or materially adversely impact the ability of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement on the date upon which the Closing is required to occur pursuant to the terms hereof, impede or delay (iv) materially adversely affect the consummation ability of Parent or Merger Sub to enforce their rights against other parties to the Debt Commitment Letter or the definitive agreements relating to the Debt Financing as so amended, replaced, supplemented or otherwise modified, relative to the ability of Parent and Merger Sub to enforce their rights against the other parties to the Debt Commitment Letter as in effect on the date hereof; provided, however, that, notwithstanding the foregoing, Parent and Merger Sub may modify, supplement or amend the Debt Commitment Letter to (x) add lenders, lead arrangers, bookrunners, syndication agents, other agents or similar entities that have not executed the Debt Commitment Letter as of the Offerdate hereof, (y) to increase the Merger amount of funds available thereunder or (z) amend or modify the Equity Financing, Debt Financing to implement any flex provisions set forth in each case, without the prior written consent any fee letters Table of the Company.Contents

Financing. (a) Parent During the period from the date of this Agreement to the Effective Time, each of Parent, Merger Sub and Sub the Company shall takecooperate in good faith and use reasonable best efforts, including by providing any of its readily available financial information, to implement any necessary, appropriate or cause to be taken, all actions desirable arrangements in anticipation of the consummation of the Merger and do, or cause to be done, all things necessary or advisable to arrange and obtain the Equity Financing on the terms and conditions described in or other transactions contemplated by this Agreement, relating to Indebtedness of Parent, Merger Sub, the Equity Financing Commitments, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by Company and their nature cannot be satisfied until the Closing Date) are satisfiedrespective Subsidiaries, including to (i) maintain in effect the Equity Financing Commitments; (ii) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfiedarrangements by way of amendments, consummate the Equity Financing on consents, redemption, payoff, new financing or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitmentsotherwise. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inactionNotwithstanding Section 6.14(a), nothing in this Section 6.14 shall require any term of such cooperation to the Equity Financing Commitments extent that it would (i) amends require Parent, Merger Sub or modifies the Company to waive, amend or otherwise modify any terms of this Agreement, (ii) unreasonably interfere with the ongoing business or operations of Parent, Merger Sub, the Company or any of their respective Subsidiaries, (iii) require Parent, Merger Sub, the conditions precedent Company or any of their respective Subsidiaries to take any action that would reasonably be expected to conflict with its certificate of incorporation or bylaws (or other applicable governing documents), violate any applicable Laws or result in the contravention of, or that would reasonably be expected to result in a violation or breach of, or default under, any Material Contract, as the case may be, or (iv) require the Company or any of its Subsidiaries to enter into or approve any agreement or arrangement prior to the Effective Time. (c) If this Agreement is terminated pursuant to Section 8.1, then Parent shall reimburse the Company for the reasonable and documented out-of-pocket costs and expenses incurred by the Company and any of its Subsidiaries and its and their respective Representatives in connection with actions contemplated by Section 6.14(a). (d) Each of Parent and ▇▇▇▇▇▇ Sub acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, the availability of any financing or any other arrangement with respect to Indebtedness of Parent, Merger Sub or the Company shall not be deemed to relieve Parent and Merger Sub of their obligations to consummate the Merger and the other transactions contemplated by this Agreement in accordance with the terms of this Agreement. (e) The Company shall (a) deliver to Parent at least three (3) Business Days prior to the Closing Date customary payoff letters from the holders of Indebtedness set forth in Section 6.14(e) of the Company Disclosure Letter and use reasonable best efforts to make arrangements for such holders of Indebtedness to deliver, subject to the receipt of the Equity Financing or imposes additional conditions precedent applicable payoff amounts, releases of all related Liens to Parent and termination of all related guarantees at, and subject to the receipt of the Equity Financing, (ii) adversely affects the rights occurrence of, the Closing and (b) if requested by ▇▇▇▇▇▇, facilitate Parent’s or remedies available to, Merger Sub’s repayment of such Indebtedness substantially concurrently with the Company under Closing (including by executing any such payoff letters or related documents regarding the Equity Financing Commitments, release of Liens or (iii) would or would reasonably be expected to prevent, impede or delay the consummation termination of the Offer, the Merger or the Equity Financing, in each case, without the prior written consent of the Companyguarantees).

Financing. (a) Each of Parent and Sub Purchaser shall use, and shall cause their affiliates to use, reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange and obtain the Equity Financing on the terms and conditions described in the Financing Commitment, including using reasonable best efforts (i) to negotiate and enter into the definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitment (or contemplated by the Equity Financing Commitmentson other terms acceptable to JPMorgan, in each case prior to when the provided such terms do not contain any conditions to funding the Closing Merger that are not set forth in Article IX (other than those conditions that by their nature cannot the Financing Commitment and would otherwise reasonably be satisfied until expected to impair or delay the Closing Date) are satisfiedconsummation of the Financing), including to (i) maintain in effect the Equity Financing Commitments; (ii) to satisfy on a timely basis all other conditions and covenants applicable to Parent or Purchaser, as the case may be, set forth therein that are within the control of any of Parent or Purchaser and Sub in (iii) to consummate the Equity Financing Commitments and otherwise comply with its obligations contemplated by the Financing Commitment to fund the Merger, in each case thereunder; upon the terms contemplated by this Agreement (iii) in including by taking enforcement action to cause such lender or any other persons providing such Financing to fund such Financing). In the event that all any portion of the Financing becomes unavailable on the terms and conditions set forth in Annex I have been satisfiedthe Financing Commitment, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and without limiting the rights of Parent and SubPurchaser under Sections 8.2(a) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inactionand 9.1(a)(iii), Parent shall promptly notify the Company, and Parent and Purchaser shall use their reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, any term of such portion from alternative sources (“Alternative Financing”) on terms that will still enable Purchaser to consummate the Equity Financing Commitments Transactions and that are not less favorable in the aggregate (ias determined by Parent and Purchaser in their reasonable judgment) amends or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available to, them and the Company under than those contained in the Equity Financing CommitmentsCommitment. Each of Parent and Purchaser shall refrain from taking, directly or (iii) indirectly, any action that would or would reasonably be expected to preventresult in a failure of any of the conditions contained in the Financing Commitment or in any definitive agreement related to the Financing. Neither Parent nor Purchaser shall agree to or permit any amendment, impede supplement or other modification of, or waive any of their respective rights under, any Financing Commitment or the definitive agreements relating to the Financing that would reasonably be expected to impair or delay the consummation of the OfferFinancing. Parent and Purchaser shall keep the Company reasonably informed of the status of their efforts to obtain the Financing. (b) The Company shall provide, shall cause the Company Subsidiaries to provide and shall use its reasonable best efforts to cause its and their Representatives to provide, such reasonable cooperation in connection with the arrangement of the Financing as may be reasonably requested by Parent and Purchaser, including (i) participation in meetings, drafting sessions, presentations, road shows and due diligence, (ii) using reasonable best efforts to furnish Parent and Purchaser and the financing sources with financial and other pertinent information regarding the Company as may be reasonably requested by Parent and Purchaser to consummate the Financing, including, without limitation, all financial statements and financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act and of the type and form customarily included in private placements pursuant to Rule 144A promulgated under the Securities Act, including, without limitation, (A) unaudited financial statements of the Company and its consolidated Subsidiaries as of and for the three and nine months ended September 30, 2006, (B) audited financial statements of the Company and its consolidated Subsidiaries as of and for the year ended December 31, 2006, together with the report of KPMG LLP, independent public accountants thereon, (C) unaudited financial statements of the Company and its consolidated Subsidiaries for the three months ended March 31, 2007 and for any subsequent interim period as may be reasonably requested by the financing sources and (D) all other financial statements for completed or pending acquisitions that may be required under Regulation S-X (collectively, the Merger or “Required Financial Statements”), (iii) assisting Parent and Purchaser in the Equity preparation of (A) an offering document and other informational and marketing materials and documents for any portion of the Financing and (B) materials for rating agency presentations, (iv) reasonably cooperating with the marketing efforts of Parent and Purchaser and the financing sources for any portion of the Financing, in each case(v) reasonably facilitating the pledging of collateral and execution and delivery of definitive financing documents and customary deliverables and (vi) using reasonable best efforts to obtain accountants’ comfort letters, without the prior written accountants’ consent letters, legal opinions, surveys and title insurance as reasonably requested by Parent and Purchaser; provided that none of the Company or any of the Company Subsidiaries shall be required to pay any commitment or other fee or incur any other liability in connection with the Financing prior to the Effective Time; and provided further that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Parent and Purchaser shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or any of the Company Subsidiaries in connection with such cooperation. Parent and Purchaser shall, on a joint and several basis, indemnify and hold harmless the Company and the Company Subsidiaries from and against any and all losses or damages suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith. (c) Promptly upon the Company’s delivery to Parent or Purchaser of any Required Financial Statements, the Company shall file with the SEC on Form 10-K or Form 10-Q, as applicable, such audited financial statements or unaudited interim financial statements, as the case may be, of the Company and its consolidated Subsidiaries to the extent such Required Financial Statements have not been previously so filed.

Financing. (a) Parent and Sub Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange and obtain the Equity Financing as promptly as reasonably practicable on the terms and subject only to the conditions described contained in or contemplated by the Equity Financing Commitments. Purchaser shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Financing Commitments (except for any such amendments, modifications or waivers which, individually or in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature canaggregate, would not be satisfied until reasonably expected to prevent, delay or impair the Closing Dateavailability of the Financing under the Financing Commitments or the consummation of the Transactions) are satisfiedwithout the prior written consent of the Sellers, including which consent shall not be unreasonably withheld, conditioned or delayed. Without limiting the generality of the foregoing, Purchaser shall use reasonable best efforts to (i) maintain in effect the Equity Financing Commitments; , (ii) satisfy on a timely basis (or obtain the waiver of) all conditions and covenants applicable to Parent and Sub Purchaser in the Equity Financing Commitments that are within its control and otherwise comply with its covenants and other obligations in each case thereunder; , (iii) in negotiate with the event that all Lenders and other third parties and enter into definitive agreements with respect to the Financing on the terms and subject only to the conditions in Annex I have been satisfiedcontemplated by the Financing Commitments, (iv) consummate the Equity Financing on (or a portion thereof) at or prior to the date Applicable Closing, (v) enforce its rights under the Financing Commitments in the event of a breach or other failure to fund by a Lender that impedes or delays the Applicable Closing, and (vi) otherwise cause the Lenders to fund on the Applicable Closing is Date the Financing (or a portion thereof) required to occur pursuant consummate the transactions to Section 2.01(dbe consummated at the Applicable Closing (including taking enforcement action to cause the Lenders to provide the Financing); provided, that Purchaser shall not be required to agree to terms and conditions that are, in the aggregate, materially less favorable to Purchaser than those set forth in the Financing Commitments. Upon the reasonable request of the Sellers, Purchaser shall inform the Sellers of the status of its efforts to arrange the Financing and any material developments relating to the Financing. Without limiting the generality of the foregoing, Purchaser shall give the Sellers prompt notice: (A) upon becoming aware of any material breach or 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 Purchaser, or to the Knowledge of Purchaser, any other party to any Financing Commitment or definitive document related to the Financing; (B) of the receipt of any written notice or other written communication from any Person with respect to any (x) actual or potential breach, default, termination or repudiation by any party to any Financing Commitment or any definitive document related to the Financing of any provisions of any Financing Commitment or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Financing Commitment or any definitive document related to the Financing; and (ivC) fully enforce each Equity if for any reason Purchaser believes in good faith that (x) there is a reasonable likelihood to be a material dispute or disagreement between or among any parties to any Financing PartyCommitment or any definitive document related to the Financing or (y) it is reasonably likely that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Financing Commitments or the definitive documents related to the Financing. As soon as reasonably practicable, but in any event within five (5) Business Days after the date the Sellers deliver to Purchaser a written request, Purchaser shall provide any information reasonably requested by the Sellers relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence. Purchaser shall refrain from taking, directly or indirectly, any action that is reasonably likely to result in the failure of any conditions contained in the Financing Commitments or any definitive agreement related thereto. If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitments, Purchaser shall use its reasonable best efforts to arrange and obtain financing as promptly as practicable from alternative sources in an amount sufficient to replace the Financing as promptly as practicable and without the imposition of any new or additional conditions and without any adverse amendment to existing conditions to the Financing, and Purchaser’s obligations (under this Section 7.05(a) shall apply to such alternative financing and the rights of Parent agreements related thereto as if such alternative financing is the Financing and Sub) under any commitment related thereto is the Equity Financing Commitments; provided, that Purchaser shall not be required to agree to terms and conditions with respect to any alternative financing that are, in the aggregate, materially less favorable in any material respect to Purchaser than those set forth in the Financing Commitments. (b) Neither Parent nor Sub Prior to the Applicable Closing, the Sellers shall amenduse their commercially reasonable efforts to provide, alterand shall use their commercially reasonable efforts to cause their Affiliates and their respective officers, or waivedirectors, or agree employees and agents to amendprovide, alter or waive (at Purchaser’s sole cost and expense, all reasonable cooperation in any case whether by action or inaction), any term connection with the arrangement of the Equity Financing Commitments as may be reasonably requested by Purchaser and that is customary in connection with Purchaser’s efforts to obtain the Financing, including to (i) amends provide readily-available financial and other information relating to the Sellers to the Lenders (including information to be used in the preparation of an informational package regarding the business, operations, financial projections and prospects of Purchaser and the Business and Purchased Assets which is customary for such financing or modifies any reasonably necessary for the completion of the conditions precedent Financing by the Lenders, to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financingextent reasonably requested by Purchaser (including prior real estate title commitments, surveys, environmental reports and similar information), (ii) adversely affects assist in the rights preparation of bank information memoranda and similar documents (including historical and pro forma financial statements and information) for the Financing, (iii) cause the Sellers and their Affiliates to execute and deliver (and use commercially reasonable efforts to obtain from the Sellers’ and their Affiliates’ advisors) at, or conditional upon, the Applicable Closing customary certificates (including a certificate of the principal financial officer of each of the Sellers with respect to solvency matters), accounting comfort letters (including consents of accountants for use of their reports in any materials relating to the Financing) or other documents and instruments relating to guarantees and other matters ancillary to the Financing as may be reasonably requested by Purchaser, (iv) assist in the preparation of, entering into and, upon reasonable prior notice to the extent related to the participation in meetings, presentations, drafting sessions or remedies available tosimilar activities, syndication of one or more credit agreements, note purchase agreements, indentures, currency or interest hedging agreements or other agreements, including by refraining from entering into any competing financing transactions, (v) use commercially reasonable efforts to have the Company independent accountants of the Sellers provide their reasonable cooperation and assistance, (vi) cooperate reasonably with the Lenders’ due diligence, to the extent customary and reasonable, (vii) refrain from pursuing any financing transactions that may delay, impede or otherwise adversely affect the Financing and (viii) assist Purchaser and the Lenders to benefit from the existing lending relationships of the Sellers and their Affiliates; provided, however, that no requested cooperation pursuant to this Section 7.05(b) shall delay the Applicable Closing, or unreasonably interfere with the ongoing operations of Sellers and the Sellers shall not (A) be required to pay any commitment or other similar fee, (B) have any Liability under any credit agreement, note purchase agreement, indenture, hedging agreement or other agreement or document related to the Equity Financing CommitmentsFinancing, or (iiiC) would incur any out-of-pocket expense unless such expense is advanced or would reasonably be expected to prevent, impede or delay the consummation of the Offer, the Merger or the Equity Financing, in each casesimultaneously reimbursed by Purchaser (without set-off). Purchaser shall, without the prior written consent right of set-off, indemnify and hold harmless Sellers and their respective subsidiaries and Representatives from and against any and all Losses suffered or incurred by them in connection with (1) any action taken by them at the request of Purchaser pursuant to this Section 7.05(b) or in connection with the arrangement of the CompanyFinancing or (2) any information utilized in connection therewith (other than information relation to Sellers approved by Sellers for use therein). This indemnification shall survive termination of this Agreement. All material, non-public information regarding Sellers and their Affiliates provided to Purchaser or its Representative pursuant to this Section 7.05(b) shall be kept confidential by them in accordance with the Confidentiality Agreement, except for disclosure to potential investors as required in connection with the Financing subject to customary confidentially protections.

Financing. (a) Parent The Buyer shall use its reasonable best efforts to (i) satisfy all conditions applicable to the Buyer in the Debt Provider Letter; and Sub (ii) consummate the Debt Funding at or prior to the Closing. Immediately after this Agreement is executed and delivered by the Parties, the Buyer shall taketrigger the call provisions under the Debt Provider Letter, or cause provide all applicable notices thereunder and take any and all other actions required to be taken, taken by the Buyer thereunder to call the Buyer Debt Provider to contribute the requisite amount of its commitment to the Buyer sufficient (when taken together with other sources of funds immediately available to the Buyer) to enable the Buyer to pay the Purchase Price and any and all actions Transaction Expenses payable by the Buyer pursuant to this Agreement and do, or cause to be done, all things necessary or advisable to arrange and obtain the Equity Financing Ancillary Documents. (b) In the event that any portion of the Debt Funding becomes unavailable on the terms and conditions described contemplated in the Debt Provider Letter, the Buyer shall use its reasonable best efforts to obtain any such unavailable portion from alternative sources on comparable or contemplated by the Equity Financing Commitments, in each case prior to when the conditions more favorable terms to the Closing set forth Buyer (as determined in Article IX the reasonable good faith judgment of the Buyer) as promptly as practicable following the occurrence of such event. The Buyer shall promptly provide the Seller with the documentation evidencing such alternative sources of financing and shall give the Seller prompt notice (other than those conditions that but in any event within two (2) Business Days) of any material breach by their nature cannot be satisfied until any party to the Closing Date) are satisfied, including to (i) maintain in effect Debt Provider Letter or any termination of the Equity Financing Commitments; (ii) satisfy Debt Provider Letter. The Buyer shall keep the Seller informed on a timely reasonably current basis all conditions in reasonable detail of the status of its efforts to arrange for replacement financing, if necessary, and covenants applicable shall not permit any material amendment or modification to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alterbe made to, or waive, any waiver of any material provision or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available toremedy under, the Company under Debt Provider Letter (or any replacement thereof) without first consulting with the Equity Financing CommitmentsSeller or, if such amendment or (iii) modification would or would be reasonably be expected to prevent, impede delay or delay hinder the consummation of Buyer’s ability to consummate the Offer, the Merger or the Equity Financing, in each caseTransactions, without first obtaining the Seller’s prior written consent (which consent shall not be unreasonably withheld). (c) For the avoidance of doubt, if the Buyer fails to obtain the Debt Funding contemplated by the Debt Provider Letter, or any alternative financing, the Buyer shall continue to be obligated to perform its obligations under this Agreement, including this Section 5.06, and to consummate the Stock Purchase, the Asset Purchase and the other Transactions on the terms contemplated hereby (subject only to satisfaction or waiver of the Companyconditions set forth in Sections 7.01 and 7.02, as applicable). The Parties hereby agree and acknowledge that, with respect to the Buyer’s obligations pursuant to this Section 5.06, time is of the essence. Notwithstanding anything to the contrary in this Agreement, there shall be no cure period for any breach by the Buyer of this Section 5.06.

Financing. (a) Parent Subject to the terms and Sub conditions of this Agreement, Buyer shall take, or cause use its reasonable best efforts to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange and obtain the Equity Financing on the terms and conditions described in or contemplated by the Equity Financing CommitmentsLetter, in each case prior to when the conditions after giving effect to the Closing set forth market flex terms in Article IX the Fee Letter, and shall not permit any amendment or modification to be made to (other than those conditions that by their nature canto amend the Financing Letter to add lenders, lead arrangers, book runners, syndication agents or similar entities who had not be satisfied until executed the Closing Date) are satisfiedFinancing Letter as of the date of this Agreement), including to or any waiver of any provision or remedy under, the Financing Letter or the Fee Letter, if such amendment, modification or waiver (i) maintain in effect reduces the Equity aggregate amount of the Financing Commitments; or (ii) satisfy on a timely basis all imposes new or additional conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments and or other terms or otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfiedexpands, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or other terms in a manner that would reasonably be expected to prevent, impede (x) delay or delay prevent the consummation Closing (y) make the timely funding of the Offer, Financing or satisfaction of the Merger conditions to obtaining the Financing less likely to occur or (z) adversely impact the ability of Buyer to enforce its rights against the other parties to the Financing Letter or the Equity definitive agreements with respect thereto; provided that Buyer shall have the right to substitute other financing for all or any portion of the Financing from the same and/or alternative financing sources; provided, further, that such substitution shall only be permitted if (i) the terms thereof would not be reasonably expected to delay or prevent the Closing or make the timely funding of the Financing or satisfaction of the conditions to obtaining the Financing less likely to occur and (ii) the conditions to the Financing set forth in the Financing Letter would not be expanded or modified in a manner that would reasonably be expected to delay or prevent the Closing, provided, still further, that any such substitute financing shall not obligate any of Seller or its Affiliates as a surety, guarantor or indemnitor or to extend credit to any Person. Any reference in this Agreement to (A) “Financing,” shall include the financing contemplated by the Financing Letter as amended or modified in compliance with this Section 6.9(a) and (B) “Financing Letter,” and “Fee Letter” shall include such documents as amended or modified in compliance with this Section 6.9(a). (b) Buyer shall use its reasonable best efforts (i) to maintain in effect the Financing Letter in accordance with the terms and subject to the conditions thereof, (ii) to negotiate and enter into all definitive agreements with respect to the Financing on the terms and conditions contained in each casethe Financing Letter, including the market flex provisions in the Fee Letter, and (iii) to satisfy all conditions to such definitive agreements and consummate the Financing at or prior to the Closing. Buyer shall keep Seller reasonably apprised of the status of the Financing and developments with respect thereto (including giving Seller prompt notice of any material change with respect to such Financing) and shall provide to Seller copies of all material definitive documents related to the Financing. Without limiting the generality of the foregoing, Buyer agrees to notify Seller promptly, and in any event within two (2) Business Days, if at any time (x) the Financing Letter shall expire or be terminated for any reason, (y) any of the other parties to the Financing Letter notify Buyer that such party no longer intends to provide financing on the terms set forth therein or (z) to Buyer’s knowledge (without a requirement of due inquiry), any of the other parties to the Financing Letter is or is alleged to be in breach or default thereunder. (c) To the extent necessary to complete the transactions contemplated hereby, Buyer shall use its reasonable best efforts to cause the parties providing Financing to fund on the Closing Date the Financing required to consummate the transactions contemplated hereby and the other transactions contemplated by the Financing Letter, including by taking enforcement action, if all conditions in the Financing Letter and all conditions to Closing contained in this Agreement are satisfied or waived, or upon funding will be satisfied. (d) If the Financing Letter shall be terminated or modified in a manner materially adverse to Buyer, if the Financing Letter shall be materially breached or repudiated by the other parties to the Financing Letter, or if any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Letter (other than as a result of obtaining substitute debt financing in accordance with Section 6.9(a)) (such event, an “Original Financing Failure”), Buyer shall use its reasonable best efforts to arrange promptly to obtain alternative financing from alternative sources on terms and conditions not less favorable to Buyer than those contained in the Financing Letter and the Fee Letter and in an amount at least equal to the Financing or such unavailable portion thereof, as the case may be (the “Alternate Financing”), and to obtain a new financing commitment letter with respect to such Alternate Financing (the “New Financing Letter”), which shall replace the existing Financing Letter, provided that any such Alternate Financing shall not obligate any of Seller or its Affiliates as a surety, guarantor or indemnitor or to extend credit to any Person (the terms described in this proviso “Prohibited Alternate Terms”). Buyer shall not execute a New Financing Letter or consummate any Alternate Financing, without the prior written consent of Seller, if (i) the Company.terms of the New Financing Letter or Alternate Financing are, in the aggregate, less favorable to the Seller than the Financing Letter or the Financing (without giving effect to the Original Financing Failure), (ii) the terms thereof would be reasonably expected to delay or prevent the Closing or make the timely funding of the Alternate Financing or satisfaction of the conditions to obtaining the Alternate Financing less likely to occur, as compared to the Financing Letter and the Financing (without giving effect to the Original Financing Failure) or (iii) the conditions to the Alternate Financing set forth in the New Financing Letter would be expanded or modified in a

Financing. (a) Parent and Sub shall use reasonable best efforts (taking into account the expected timing of the Marketing Period) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange consummate and obtain the Equity Financing on the terms and conditions described in the Commitment Letter and shall not permit any amendment or contemplated by the Equity Financing Commitments, in each case prior modification to when the conditions be made to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfied, including to (i) maintain in effect the Equity Financing Commitments; (ii) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede or delay the consummation of the Offer, the Merger or the Equity Financing, in each case, Commitment Letter without the prior written consent of the Company, if such amendment or modification (i) reduces the aggregate amount of the Financing to an amount below the amount required, to consummate the Mergers and to repay or refinance the debt contemplated to be replaced by the Commitment Letter, including the payment of all fees, premiums and expenses associated therewith, including the redemption of the Notes and satisfaction and discharge of the Indenture pursuant to Section 5.12, (ii) imposes additional conditions or any contingencies or otherwise expands upon any of the conditions to the receipt of the Financing in a manner that would reasonably be expected to make any portion of the funding of the Financing less likely to be obtained, (iii) prevents, impedes or delays the occurrence of Closing, (iv) adversely impacts the ability of Parent to enforce its rights against any other party to the Commitment Letter or the Definitive Agreements or (v) adversely impacts the ability of Parent to consummate the transactions contemplated hereby. For the avoidance of doubt, but subject to the foregoing, Parent may amend, supplement, modify or replace the Commitment Letter as in effect at the date hereof (x) to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Commitment Letter as of the date of this Agreement or (y) to increase the amount of indebtedness. For purposes of this Agreement, (1) the term “Financing” shall be deemed to include the financing contemplated by the Commitment Letter as amended, modified or replaced pursuant to this Section 5.11 (including any Alternative Financing and any proceeds of any Senior Notes used to satisfy the obligations under this Agreement), and (2) the term “Commitment Letter” shall be deemed to include the Commitment Letter as may be amended or modified pursuant to this Section 5.11 and any commitment letters with respect to the Alternative Financing. Parent acknowledges and agrees that neither the obtaining of the Financing or any Alternative Financing is a condition to Parent’s obligations to consummate the Mergers and the other transactions contemplated by this Agreement.

Financing. (a) Parent and Sub shall take, or cause Subject to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange and obtain the Equity Financing on the terms and conditions described in or contemplated by the Equity Financing Commitmentsof this Agreement, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfied, including of Parent and Merger Sub shall use its reasonable best efforts to (i) maintain in full force and effect the Equity Financing Commitments; Commitment Letter until the Transactions are consummated, (ii) satisfy satisfy, or cause to be satisfied, on a timely basis all conditions to the closing of and covenants funding under the Equity Commitment Letter applicable to Parent and/or Merger Sub that are within its control, and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on at or prior to the date Effective Time in accordance with the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights terms of Parent and Sub) under the Equity Financing CommitmentsCommitment Letter. (b) Neither Notwithstanding anything to the contrary in this Agreement, from time to time and at any time prior to the Closing, Parent nor Sub shall amend, alter, or waive, or agree be entitled to amend, alter or waive (in any case whether by action or inaction), any term adjust the number of Rollover Shares and/or the amount of the Equity Financing Commitments and, in connection therewith, amend the applicable Support Agreement and/or the Equity Commitment Letters, or enter into additional Support Agreements and/or Equity Commitment Letters, in each case solely to give effect to such adjustments; provided that (i) amends or modifies Parent shall deliver a prior written notice to the Company and any such notice shall be accompanied by, in the case of any adjustment to the number of Rollover Shares, a true and complete copy of the conditions precedent applicable draft amended or additional Support Agreements, and in the case of any adjustment to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt amount of the Equity Financing, a true and complete copy of the applicable draft amended or additional Equity Commitment Letters, (ii) any amended or additional Equity Commitment Letters so entered into shall not impose new or additional conditions precedent or adversely affects change the rights ofconditions precedent set forth therein and shall be on other terms and conditions not materially less favorable (from the standpoint of the Company), or remedies available toin the aggregate, the Company under the to Parent and Merger Sub than those contained in comparable Equity Financing CommitmentsCommitment Letters then existing, or (iii) after giving effect to such adjustment, and taking into consideration any such amended or additional Support Agreement and Equity Commitment Letters, the Equity Commitment Letters shall provide for an aggregate amount of proceeds that is sufficient for Parent and the Surviving Entity to pay (x) the Merger Consideration, and (y) any other amounts required to be paid in connection with the consummation of the Transactions on the terms and conditions contemplated hereby, and (iv) such adjustment would or would not otherwise reasonably be expected to prevent, impede delay or delay impair the consummation ability of Parent or Merger Sub to consummate the Offer, the Merger or the Equity Financing, in each case, without the prior written consent of the CompanyTransactions.

Financing. (a) Each of Parent and Merger Sub shall use, and cause its Affiliates to use, its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange consummate and obtain the Equity Financing on the terms and conditions described in the Financing Commitments, including using (and causing their Affiliates to use) their respective reasonable best efforts to (i) satisfy, or contemplated by cause their Representatives to satisfy, on a timely basis all conditions applicable to Parent, Merger Sub or their Representatives in the Financing Commitments, (ii) cause the lenders and any other Persons providing the Debt Financing (“Debt Financing Sources”) to fund the Debt Financing at the Effective Time and (iii) subject to the terms and conditions of the Equity Commitment Letter, cause the Equity Financing to be funded at the Effective Time. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitments, 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 financing from alternative sources, on terms not in each case prior the aggregate less favorable to when the conditions to the Closing Parent and Merger Sub (and their Affiliates) than those set forth in Article IX the Financing Commitments as in effect on the date of this Agreement, in an amount sufficient, when added to the portion of the Financing that is available, to consummate the transactions contemplated by this Agreement (the “Alternative Financing”); provided, that, notwithstanding anything to the contrary in this Section 6.8 or in any other provision of this Agreement, in no event shall Parent or Merger Sub be required to amend or waive any of the terms or conditions hereof. Parent shall deliver to the Company as promptly as practicable (and no later than those two (2) Business Days) after such execution, true and complete copies of all agreements or other arrangements pursuant to which any such alternative sources shall have committed to provide any such Alternative Financing (the “Alternative Financing Agreements”). (b) To the extent applicable and subject to the terms and conditions that by of this Agreement, Parent and Merger Sub shall use their nature cannot be satisfied until respective reasonable best efforts to obtain the Closing Date) are satisfied, including to Alternative Financing on the terms and conditions described in the Alternative Financing Agreements. Each of Parent and Merger Sub shall use its reasonable best efforts to: (i) maintain in effect the Equity Alternative Financing Commitments; Agreements, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub in the Equity Alternative Financing Commitments and otherwise comply with Agreements within its obligations in each case thereunder; control, (iii) in cause the event that all conditions in Annex I have been satisfied, consummate financing sources for the Equity Alternative Financing on or prior to fund the date Alternative Financing at the Closing is required to occur pursuant to Section 2.01(d); Effective Time and (iv) fully enforce each Equity Financing Party’s obligations (and the its rights of Parent and Sub) under the Equity Alternative Financing CommitmentsAgreements. (bc) Neither Parent nor Merger Sub shall amend, alterpermit any amendment or modification to be made to, or waiveconsent to any waiver of any provisions or remedy under, the Financing Commitments, if such amendment, modification or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that waiver (i) amends or modifies any reduces the aggregate amount of the conditions precedent Financing (including by changing the amount of fees to be paid or original issue discount) contemplated in the receipt of Financing Commitments (unless the Equity Financing or imposes additional conditions precedent Debt Financing, as the case may be, is increased by an amount corresponding to the receipt of the Equity Financingsuch reduction), (ii) adversely affects the rights of, imposes new or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or additional conditions that would reasonably be expected to prevent, impede (x) prevent or materially delay the consummation ability of Parent to consummate the Merger and the other transactions contemplated hereby or (y) adversely impact the ability of Parent or Merger Sub to enforce its rights against the other parties to the Financing Commitments. For purposes of clarification, the foregoing shall not prohibit Parent from amending the Facility Agreement to add additional lender(s) (and Affiliates of such additional lender(s)) as a party thereto. Parent shall not release or consent to the termination of the Offerobligations of any party to provide the Financing under the Financing Commitments and, if applicable, the Merger Alternative Financing Agreements. Parent shall give the Company notice promptly (i) upon becoming aware of any breach of any material provisions of, or termination by any party to, the Equity Financing Commitments and, if applicable, the Alternative Financing Agreements or (ii) upon the receipt of any written or oral notice or other communication from any Person with respect to any threatened breach or threatened termination by any party to the Financing Commitments and, if applicable, the Alternative Financing Agreements. Parent shall keep the Company reasonably informed on a reasonably current basis of the status of Parent’s efforts to arrange any Alternative Financing, if applicable. (d) The Company shall, and shall cause its Affiliates to, and shall use its reasonable best efforts to cause its Representatives to, use their reasonable best efforts to cooperate with Parent’s reasonable requests in each caseconnection with the arrangement, without the prior written consent consummation, funding or draw-down of the Financing and, if applicable, the Alternative Financing Arrangements; provided that (i) the Company and its Subsidiaries shall not be required to pay or agree to pay any fees or reimburse any expenses or give any indemnities to any Person prior to the Effective Time and (ii) such cooperation by the Company or its Subsidiaries shall not be required to the extent such cooperation unreasonably interferes with the Company’s or its Subsidiaries’ ongoing operations. (e) All non-public or otherwise confidential information regarding the Company and its Subsidiaries obtained by Parent, Merger Sub, its Affiliates or their respective Representatives pursuant to this Section 6.8 shall be kept confidential in accordance with the terms of the Confidentiality Agreement. Parent and Merger Sub acknowledge and agree that the Company and its Affiliates and its and their respective Representatives shall not, prior to the Effective Time, incur any indebtedness to any person under any financing that Parent and Merger Sub may raise in connection with the transactions contemplated by this Agreement or any cooperation provided pursuant to this Section 6.8.

Financing. (a) Parent and Sub Buyer shall use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary necessary, proper or advisable to arrange consummate and obtain the Equity Financing on the terms and conditions described in the Commitment Letters and shall not permit any amendment or contemplated by modification to be made to, any replacement of all or a portion of any facilities (or commitments thereof) described in, or any waiver of any provisions under, the Equity Financing CommitmentsCommitment Letters without the prior written consent of Seller Parent, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfiedif such amendment, including to modification, replacement or waiver (i) maintain in effect reduces the Equity aggregate amount of the Financing Commitments; to an amount below the amount required, to consummate the Transactions, including the payment of all fees, premiums and expenses associated therewith, (ii) satisfy on a timely basis all imposes additional conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments and or any contingencies or otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfiedexpands upon, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that (i) amends or otherwise modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt any portion of the Equity Financing, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) in a manner that would or would reasonably be expected to prevent, impede or delay the consummation make any portion of the Offerfunding of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to be obtained, (iii) prevents, impedes or delays the Merger occurrence of Closing, (iv) adversely impacts the ability of Buyer to enforce its rights against any other party to any Commitment Letter or the Equity Definitive Agreements or (v) adversely impacts the ability of Buyer to consummate the Transactions. For purposes of this Agreement, (1) the term “Financing” shall be deemed to include the financing contemplated by the Commitment Letters as amended, in each casemodified or replaced pursuant to this Section 6.6 (including any Alternative Financing used to satisfy the obligations under this Agreement), without and (2) the prior written consent term “Commitment Letters” shall be deemed to include the Commitment Letters as may be amended or modified pursuant to this Section 6.6 and any commitment letters with respect to the Alternative Financing. Buyer acknowledges and agrees that neither the obtaining of the CompanyFinancing or any Alternative Financing is a condition to Buyer’s obligations to consummate the Transactions and the other transactions contemplated by this Agreement.

Financing. (a) Parent shall, and Sub shall cause each of its Affiliates to, use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable necessary, to arrange and obtain the Equity Financing on a timely basis, but in any event no later than the Closing Date, on the terms and conditions (including the full exercise of any “flex” provisions contained in the Debt Fee Letter and the Equity Fee Letter) described in or contemplated by the Equity Financing Commitments, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfied, including using its reasonable best efforts to (i) maintain in effect the Equity applicable Financing Commitments; , (ii) negotiate and enter into definitive agreements with respect to the applicable Financing Commitments on a timely basis on terms and conditions (including any “flex” provisions contained in the Debt Fee Letter and Equity Fee Letter) contained therein (the “Definitive Financing Agreements”), (iii) satisfy on a timely basis all conditions and covenants contained in the applicable to Financing Commitments (or any Definitive Financing Agreements) that are within the control of Parent and Sub in its Affiliates, including the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in payment of any commitment, engagement or placement fees required as a condition to the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); Date and (iv) fully enforce each consummate and cause the Lenders and Equity Financing Party’s obligations (Sources to consummate the Financing at or prior to the Closing. Parent shall keep the Company informed on a reasonable basis and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term reasonable detail of the Equity Financing Commitments that status of its efforts to arrange the Financing. Parent shall give the Company prompt written notice after the occurrence or discovery (iA) amends of any DOC ID - 32901658.22 72 material breach, default, termination or modifies repudiation by any party of any of the conditions precedent Financing Commitments of any provision thereto of which Parent becomes aware that could adversely affect the availability of the Financing on or prior to the receipt Closing Date, (B) of the Equity Financing receipt by Parent of any notice or imposes additional conditions precedent other communication with respect to any actual or potential material breach, default, termination or repudiation by any party to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, of any provisions thereto that could adversely affect the availability of the Financing on or prior to the Closing Date or (iiiC) would of any termination or would reasonably be expected to prevent, impede or delay the consummation notice of termination of any of the Offer, the Merger or the Equity Financing, in each caseFinancing Commitments. Parent shall not, without the prior written consent of the Company, amend, modify, supplement or waive any of the conditions to funding contained in the Financing Commitments (or any Definitive Financing Agreements) or any other provision of, or remedies under, the Financing Commitments (or any Definitive Financing Agreements), in each case to the extent such amendment, modification, supplement or waiver would (x) reduce the aggregate amount of the Financing, (y) delay the Closing or make the Closing materially less likely to occur or (z) impose new or additional conditions or expand in a material respect upon the conditions precedent to the Financing as set forth in the Financing Commitments; provided, however, that Parent may, upon reasonably prompt notice to the Company but without the Company’s prior written consent, amend, replace, supplement or otherwise modify the Financing Commitments to add lenders, lead arrangers, book runners, agents, equity investors or similar entities that had not executed the Financing Commitments as of the date hereof (and reduce the relative commitments of the lenders or equity investors that executed the Financing Commitments in connection therewith so long as the aggregate amount of the Financing is not reduced). In the event all conditions applicable to the Financing Commitments have been satisfied and all of the conditions set forth in Section 6.1, Section 6.2 and Section 6.3 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) have been satisfied (or waived), Parent shall use its reasonable best efforts to cause the applicable Lenders and Equity Financing Sources, as applicable, to fund the Financing required to consummate the transactions contemplated by this Agreement at or prior to the time the Closing should occur pursuant to Section 2.2. Parent and Merger Sub shall use their reasonable best efforts to maintain in effect the Financing Commitments (including any Definitive Financing Agreements) until the Transactions are consummated. Neither Parent nor Merger Sub shall release or consent to the termination of the obligations of the Lenders or Equity Financing Sources under the Financing Commitments or the Definitive Financing Agreements (except as provided above in connection with the addition of lenders, lead arrangers, book runners, agents, equity investors or similar entities).

Financing. (a) Parent and 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 necessary, proper or advisable to arrange consummate and obtain the Equity Financing on the terms and conditions described in or contemplated by the Equity Financing Commitments, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfiedCommitment Letter, including using reasonable best efforts to (i) maintain in effect the Equity Financing Commitments; Commitment Letter, (ii) negotiate definitive agreements with respect thereto on terms and conditions contemplated by the Commitment Letter (or on terms which would not reasonably be expected to delay or prevent the Closing or make the funding of the Financing less likely to occur) and execute and deliver to the Company a copy thereof concurrently with such execution, (iii) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub in the Equity Commitment Letter and the definitive agreements for the Financing Commitments that are within Parent’s control and otherwise comply with its obligations thereunder and (iv) enforce its rights under the Commitment Letter in each case the event of a breach by the Financing Sources that impedes or materially delays Closing, including seeking specific performance of the parties thereunder; (iii) in . In the event that all conditions in Annex I to the Financing Sources’ obligations under the Commitment Letter have been satisfied or, upon funding will be satisfied, Parent and Merger Sub shall, except where Parent has available to it sufficient funding from any alternative financing, use their reasonable best efforts to cause the Financing Sources to fund on the Closing Date the Financing required to consummate the Equity Merger and the other transactions contemplated by this Agreement (including by taking enforcement action, including seeking specific performance, to cause the Financing on Sources to fund such Financing). Parent shall have the right from time to time to amend, replace, supplement or prior otherwise modify, or waive any of its rights under, the Commitment Letter, provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter shall not (A) expand upon the conditions precedent to the date Financing as set forth in the Closing is required to occur pursuant to Section 2.01(d); and Commitment Letter or (ivB) fully enforce each Equity Financing Party’s obligations (prevent or impede or materially delay the consummation of the Merger and the rights other transactions contemplated by this Agreement. Without limiting the obligations of Parent under this Section 6.12 with respect to the Commitment Letter, it is understood and Subagreed that Parent intends to seek to substitute other financing for the Financing (such as the issuance of the “Notes,” as that term is used in the Commitment Letter) and it is agreed that Parent shall have the right to substitute other debt or equity financing for all or any portion of the Financing from the same or alternative financing sources. If the Financing under the Equity Financing CommitmentsCommitment Letter becomes unavailable in an amount such that Parent and Merger Sub will not be able to satisfy their obligations under this Agreement, Parent shall use its reasonable best efforts to obtain, as promptly as reasonably practicable, alternative financing from alternative financial institutions in an amount sufficient to consummate the transactions contemplated by this Agreement. Parent shall give the Company prompt written notice of any material breach by any party to the Commitment Letter or of any condition that would not be satisfied, in each case, of which Parent becomes aware or any termination of the Commitment Letter. Parent shall keep the Company informed on a reasonably prompt basis of the status of its efforts to arrange the Financing. (b) Neither The Company agrees to provide, and shall cause its Subsidiaries, and shall use its reasonable best efforts to cause each of its and their Representatives, including legal, tax and accounting, to provide, at Parent’s sole expense, all reasonable cooperation in connection with the arrangement and obtaining of the Financing or any substitute or alternative financing (collectively with the Financing, the “Definitive Financing”) as may be reasonably requested by written notice provided a reasonable time in advance to the Company by Parent nor Sub shall amend, alter, (provided that such requested cooperation does not unreasonably interfere with the business or waive, or agree to amend, alter or waive (in any case whether by action or inactionongoing operations of the Company and its Subsidiaries), any term of the Equity Financing Commitments that including using reasonable best efforts to (i) amends provide, as promptly as reasonably practicable, information relating to the Company and its Subsidiaries to the Financing Sources or modifies the lenders and other financial institutions and investors that are or may become parties to the Definitive Financing and to any underwriters, initial purchasers and placement agents in connection with the Definitive Financing (the “Definitive Financing Sources”) (including (A) information to be used in the preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Definitive Financing, (B) within 15 days after the end of each month, unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Company and its Subsidiaries, (C) no later that 20 days after the end of each fiscal quarter of Parent, updated forecasts, prepared by management of the Company, of balance sheets, income statements and cash flow statements for each period referenced in Section 2(a)(iii) of the Commitment Letter, and (D) the financial information regarding the Company and its Subsidiaries described in clauses (v) and (vi) of Annex II to the Commitment Letter) to the extent reasonably requested by Parent and/or the Definitive Financing Sources to assist in preparation of customary offering or information documents to be used for the completion of the Definitive Financing, (ii) cause its senior management and other appropriate employees of the Company to participate in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers for the Definitive Financing), presentations, road shows, drafting sessions, due diligence sessions (including accounting due diligence sessions) and sessions with the rating agencies, (iii) assist in the preparation of such documents and materials as may be reasonably required in connection with the Definitive Financing, including (A) any customary offering documents, private placement memoranda, bank information memoranda, Form 8-Ks, registration statements, prospectuses and similar documents (including historical and pro forma financial statements and information) for the Definitive Financing, and (B) materials for rating agency presentations, (iv) consent to the use of the Company’s and its Subsidiaries’ logos to the extent customary in connection with marketing the Definitive Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries, (v) execute and deliver (or use reasonable best efforts to obtain from their advisors), and cause its Subsidiaries to execute and deliver (or use reasonable best efforts to obtain from their advisors), customary certificates (including with respect to solvency matters), accounting comfort letters (including consents of accountants for use of their reports in any materials relating to the Definitive Financing), legal opinions or other documents and instruments relating to guarantees and other matters ancillary to the Definitive Financing as may be reasonably requested by Parent as necessary and customary in connection with the Definitive Financing, (vi) assist in the preparation of and entering into one or more credit agreements and other loan documents, underwriting or note purchase agreements, indentures or other agreements; provided, however, that no obligation of the Company or any of its Subsidiaries under any such agreements or documents shall be effective until the Effective Time, (vii) use its reasonable best efforts, as appropriate, to have its independent accountants provide their reasonable cooperation and assistance, including using its reasonable best efforts to provide customary comfort letters to the underwriters in connection with the initial purchase of any securities in connection with the Definitive Financing and to provide customary consents to inclusion of their audit reports in registration statements of Parent, (viii) provide authorization letters to the Definitive Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Definitive Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Company or its Affiliates, (ix) use its reasonable best efforts to facilitate contact between the Definitive Financing Sources and the principal existing lenders of the Company, (x) cooperate reasonably with the Definitive Financing Sources’ due diligence investigation of the Company and its Subsidiaries, to the extent customary and reasonable and to the extent not unreasonably interfering with the business or operations of the Company, (xi) cooperate with Parent, if requested by Parent, to appoint Parent’s designees to the board of directors or similar governing bodies of the Subsidiaries of the Company, effective as of the Effective Time, for the purpose of taking corporate action related to the Definitive Financing as of the Effective Time, (xii) facilitating the pledging of collateral for the Definitive Financing, including using reasonable best efforts to take actions necessary to permit the Definitive Financing Sources to evaluate the Company’s and its Subsidiaries’ real property and current assets, cash management and accounting systems, policies and procedures for the purpose of establishing collateral arrangements and establishing, as of the Effective Time, bank and other accounts and blocked account agreements and lockbox arrangements in connection with the Definitive Financing, (xiii) using reasonable best efforts to obtain such consents, waivers, estoppels, approvals, authorizations and instruments which may be reasonably requested by Parent or Merger Sub in connection with the Definitive Financing, including customary payoff letters, lien releases, instruments of termination or discharge, legal opinions, appraisals, engineering reports, surveys, title insurance, landlord consents, waivers and access agreements, and (xiv) facilitating the consummation of the Definitive Financing, including cooperating with Parent and Merger Sub to satisfy the conditions precedent to the receipt Definitive Financing to the extent within the control of the Equity Financing or imposes additional conditions precedent Company and its Subsidiaries, and taking all corporate actions, subject to the receipt occurrence of the Equity FinancingEffective Time, (ii) adversely affects the rights of, reasonably requested by Parent or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected Merger Sub to prevent, impede or delay permit the consummation of the OfferDefinitive Financing and to permit the proceeds thereof to be made available to the Surviving Corporation immediately upon the Effective Time; provided that (A) none of the Company or any of its Subsidiaries shall be required to pay any fees (including commitment or other similar fees) or incur any other liability or expenses (unless promptly reimbursed by Parent) in connection with the Definitive Financing prior to the Effective Time, (B) nothing herein shall require such cooperation from the Merger Company to the extent it would require the Company to waive or amend any terms of this Agreement and (C) Parent shall be responsible for the timely provision of any post-Closing pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to be incorporated into any pro forma financial information to be delivered by the Company pursuant to this Section 6.12. Parent shall, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company or its Subsidiaries in connection with such cooperation. Parent shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from 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 Definitive Financing or the Equity Financingarrangement of the Definitive Financing and any information utilized in connection therewith (other than historical information relating to the Company or its Subsidiaries), in each caseexcept to the extent such losses, without damages, claims, costs and expenses result from the prior written consent gross negligence or willful misconduct of the Company, any of its Subsidiaries or their respective Representatives. (c) In the event that the Commitment Letter is amended, replaced, supplemented or otherwise modified, in accordance with Section 6.12(a), or if Parent substitutes other debt or equity financing for all or a portion of the Financing, each of Parent and the Company shall comply with its covenants in Sections 6.12(a) and (b) with respect to the Commitment Letter as so amended, replaced, supplemented or otherwise modified or with respect to such other substitute financing to the same extent that Parent and the Company would have been obligated to comply with respect to the Financing. (d) All non-public or otherwise confidential information regarding the Company obtained by Parent or its Representatives or any other Person pursuant to this Section 6.12 shall be kept confidential in accordance with the Confidentiality Agreement, except that Parent shall be permitted to disclose such customary and reasonable information to potential syndicate members during syndication, ratings agencies and the like in connection with the Definitive Financing as contemplated by this Section 6.12, subject to customary confidentiality undertakings by such potential syndicate members. (e) Parent and Merger Sub acknowledge and agree that the obtaining of the Definitive Financing is not a condition to Closing.

Financing. (a) Parent Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and Sub agrees that Purchaser’s obligations hereunder are not conditioned in any matter upon Purchaser obtaining any financing. The failure, for any reason, of Purchaser to deliver sufficient funds to pay the Initial Purchase Price on the Closing Date shall takeconstitute a willful and material breach of this Agreement. In addition, for the avoidance of doubt, Purchaser acknowledges and agrees that the existence of any conditions contained in the Commitment Letters or cause the Financing shall not constitute, nor be construed to be takenconstitute, all actions and doa condition to the consummation of the transactions contemplated hereby; it being acknowledged, or cause however, that the foregoing does not impact the rights of the Parties to be done, all things necessary or advisable rely on the conditions to the Closing set forth in this Agreement. (b) Purchaser shall use its reasonable best efforts to (i) arrange and obtain the Equity Bridge Financing on the terms and conditions described in or contemplated by the Equity Financing CommitmentsCommitment Letter, in each case prior to when the conditions (ii) to the Closing extent the funding thereunder is required to finance the transactions contemplated hereby, enter into a definitive agreement with respect thereto on the terms and conditions contained in the Commitment Letter in no event later than the Closing, and (iii) consummate the Bridge Financing or other financing sufficient to permit the Company to pay the Initial Purchase Price and such other amounts payable by it pursuant to this Agreement (the “Financing”) no later than the Closing. In the event that any portion of the Bridge Financing becomes unavailable in the manner or from the sources contemplated in the Commitment Letter, (A) Purchaser shall immediately notify Seller and (B) Purchaser shall use its reasonable best efforts to arrange to obtain any such portion from alternative sources, on terms that are not materially more adverse to the Company or Seller, as promptly as practicable following the occurrence of such event, including entering into definitive agreements with respect thereto (such definitive agreements entered into pursuant to the first or second sentence of this Section 4.12(b) being referred to as the “Financing Agreements”). Purchaser shall (x) furnish to Seller complete, correct and executed copies of the Financing Agreements promptly upon their execution, (y) give Seller prompt notice of any material breach by any party of the Commitment Letter, any alternative financing commitment or the Financing Arrangements of which Purchaser becomes aware or any termination thereof and (z) otherwise keep Seller reasonably informed of the status of Purchaser’s efforts to arrange the Financing. (c) Purchaser acknowledges and agrees that Seller and the Company and their respective Affiliates and employees have no responsibility for any financing that Purchaser may raise in connection with the transactions contemplated hereby; provided, however, that Seller has agreed to cooperate with Purchaser as set forth in Article IX Section 4.12(d). (other than those conditions that d) The Company and the Seller shall, and shall cause the Subsidiaries of the Company to, use commercially reasonable efforts to cause their officers, employees, representatives and advisors to, provide such cooperation as may be reasonably requested by their nature cannot be satisfied until Purchaser in connection with the Closing Date) are satisfiedFinancing and the consummation thereof, including to (i) maintain participating in effect the Equity Financing Commitmentsa reasonable number of due diligence sessions (including without limitation accounting and legal diligence sessions); (ii) satisfy on a timely basis all conditions assisting in reviewing prospectuses, confidential bank memoranda, offering memoranda and covenants applicable to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereundersimilar documents; (iii) in providing as promptly as reasonably practicable to Purchaser and its financing sources the event that all conditions in Annex I have been satisfied, consummate information set forth on Schedule 4.12(d) (the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); “Required Information”) and (iv) fully enforce each Equity providing authorization letters to the Lenders authorizing the distribution of information to other prospective lenders and containing a customary representation to the arrangers of the Bridge Financing Party’s obligations (contemplated by the Commitment Letter that the information concerning the Company and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (its Subsidiaries contained in any case whether confidential information memorandum contemplated by action the Commitment Letter does not contain any untrue statement of a material fact or inaction)omit to state a material fact necessary in order to make the statements therein, any term in light of the Equity Financing Commitments circumstances under which they are made, not misleading; provided, however, that the actions of the Company in the foregoing clauses (i) amends through (iv) do not (A) unreasonably interfere with the ongoing operations of Seller or modifies the Company or any of the conditions precedent Subsidiaries of the Company or (B) require Seller or the Company or any of the Subsidiaries of the Company to pay any out-of-pocket fees or expenses, or incur any liability, prior to the receipt of Closing that are not simultaneously reimbursed or indemnified by the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede or delay the consummation of the Offer, the Merger or the Equity Financing, in each case, without the prior written consent of the CompanyPurchaser.

Financing. (a) Each of the Parent Parties shall use, and Sub shall cause its Affiliates to use, its commercially reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary necessary, proper or advisable to arrange arrange, obtain and obtain consummate the Equity Financing on the terms and conditions (including, to the extent required, the full exercise of any “flex” provisions) described in the Commitment Letter, and shall not permit any amendment, supplement or contemplated by modification to be made to, or any waiver of any provision under, the Equity Commitment Letter to the extent that such amendment, supplement, modification or waiver (A) reduces (or could have the effect of reducing) the aggregate amount of the Financing Commitmentsbelow an amount necessary for the Parent to be able to satisfy the Merger Amounts on the Closing Date, in each case prior to when or (B) imposes new or additional material conditions or otherwise materially expands upon any of the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until consummation of the Financing on the Closing Date) are satisfied, including to (i) maintain in effect the Equity Financing Commitments; (ii) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive(C) expands, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent other provision, in a manner materially adverse to the receipt of the Equity Financing Company or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or that would reasonably be expected to prevent, impede (x) delay or delay prevent or make materially less likely the consummation funding of the OfferFinancing (or satisfaction of the conditions to the Financing) on the Closing Date or (y) materially adversely impact the ability of any Parent Party to enforce its rights against other parties to the Commitment Letter or the definitive agreements with respect thereto (provided that, notwithstanding the foregoing subject to compliance with the other provisions of this Section 6.12(a), the Merger Parent Parties may amend or otherwise modify the Equity Commitment Letter to add additional lenders, arrangers, bookrunners and agents). Parent shall promptly deliver to the Company copies of any material amendment, supplement, waiver, consent, modification or replacement in respect of the Commitment Letter, and, at the request of the Company, provide the Company with such information and documentation to allow the Company to reasonably monitor the progress of such financing activities. The Parent Parties shall not agree to the withdrawal, termination, repudiation, reduction or rescission of any commitment in respect of the Financing, and shall not release or consent to the termination of the obligations of the financing sources under the Commitment Letter, in each case, without the prior written consent of the Company. For purposes of this Section 6.12, (i) references to “Financing” shall include the financing contemplated by the Commitment Letter as permitted to be amended, modified, supplemented or replaced by this Section 6.12(a) and (ii) references to “Commitment Letter” shall include any amendments, modifications, supplements or replacements permitted by this Section 6.12(a).

Financing. (a) Parent and Sub Opco shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable use commercially reasonable efforts to arrange and obtain the Equity Bank Financing on the terms and conditions described in or contemplated by the Equity Financing Commitments, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfiedCommitment Letter, including to using commercially reasonable efforts (i) maintain in effect to negotiate definitive agreements with respect thereto on the Equity Financing Commitments; terms and conditions contained therein and (ii) to satisfy on a timely basis all conditions and covenants applicable to Parent and Sub Opco in such definitive agreements that are within the control of Parent and Opco. Parent and Opco shall use commercially reasonable efforts to comply with their respective obligations, and enforce their respective rights, under the Commitment Letter. In the event that any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Equity Financing Commitments Commitment Letter, Parent and otherwise comply with its obligations in each case thereunderOpco shall use commercially reasonable efforts to obtain any such portion from alternative sources; (iii) provided, however, that in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term portion of the Equity Financing Commitments that (i) amends or modifies becomes unavailable on the terms and conditions contemplated in the Commitment Letter as a result of a failure to satisfy any of the conditions precedent set forth in paragraph (e) of Exhibit B to the receipt Commitment Letter, Parent and Opco shall use best efforts to obtain any such portion from alternative sources. Notwithstanding the foregoing, Parent and Opco shall be under no obligation to obtain any alternative financing unless it can be obtained on substantially similar economic terms (to Parent, Opco and the Equity Investor) as those set forth in the Commitment Letter. Parent shall give the Company prompt notice of any breach by any party to the Commitment Letter or any termination of the Equity Financing or imposes additional conditions precedent to Commitment Letter. Parent shall keep the receipt Company informed on a current basis and in reasonable detail of the Equity Financing, (ii) adversely affects status of its efforts to arrange the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede or delay the consummation of the Offer, the Merger or the Equity Financing, in each caseand shall not permit, without the prior written consent of the Company, any amendment or modification to be made to, or any waiver under, the Commitment Letter, in each case, which would materially and adversely affect the likelihood that the Financing contemplated thereby will be obtained on a timely basis.

Financing. (a) Parent and Sub the Purchaser shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange and obtain consummate the Equity Financing on the terms and conditions described in at or contemplated by the Equity Financing Commitments, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfiedAcceptance Time, including using reasonable best efforts to (i) maintain in effect the Equity Financing and the Financing Commitments; , (ii) enter into definitive financing agreements with respect to the Financing and Financing Commitments, so that such agreements are in effect as promptly as practicable but in any event no later than the Effective Time, (iii) satisfy on a timely basis all conditions and covenants applicable to Financing Conditions, including by operating the businesses of Parent and Sub the Purchaser in a manner that will cause the Equity satisfaction of Financing Commitments Conditions relating to the financial condition of such businesses, and otherwise comply with its obligations in each case thereunder; (iiiiv) in the event that all conditions in Annex I the Financing Conditions have been been, or upon funding would be, satisfied, consummate cause the Equity financing providers to fund the full amount of the Financing. Parent and Purchaser shall provide to the Company copies of all final documents relating to the Financing on and shall keep the Company reasonably informed of material developments in respect of the financing process relating thereto. If, notwithstanding the use of reasonable best efforts by Parent and the Purchaser to satisfy its obligations under this Section 5.14, any of the Financing or the Financing Commitments (or any definitive financing agreement relating thereto) expire or are terminated prior to the date Acceptance Time, in whole or in part, for any reason, or all or any portion of the Closing is required Financing shall otherwise become unavailable so that Parent will not be able to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s comply with its obligations (contained in this Agreement, Parent and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub Purchaser shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that (i) amends promptly notify the Company of such expiration, termination or modifies any of other event and the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financingreasons therefor, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or use their reasonable best efforts to promptly arrange for alternative financing (iii) would or would reasonably which shall be expected in an amount sufficient to prevent, impede or delay pay for the consummation of the Offertransactions contemplated by this Agreement) to replace the financing contemplated by such original commitments or agreements and (iii) use their reasonable best efforts to promptly obtain a new financing commitment that provides for such alternate financing and promptly provide true and complete copies of all agreements relating to such commitment. Upon obtaining any commitment for any such alternative financing, such financing shall be deemed to be a part of the Merger “Financing” and the commitment with respect thereto shall be deemed to be a part of the “Financing Commitments” for all purposes of this Agreement. Parent shall keep the Company informed on a reasonably current basis of the status of their efforts to obtain the Financing, provide the Company copies of all final documents relating to the Financing and provide the Company with prompt notice of any breach by any party to the Financing Commitments of which Parent or the Equity Financing, in each case, without the prior written consent Purchaser becomes aware or any termination of the CompanyFinancing Commitments.

Financing. (a) Parent and Merger Sub acknowledge and agree that at any time prior to the Effective Time, the Company and its Affiliates and its and their respective Representatives shall not have any responsibility for, or incur any liability to any Person under, any financing that Parent and Merger Sub may raise in connection with the transactions contemplated by this Agreement or any cooperation provided pursuant to Section 6.12 and that Parent and Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Company and its Affiliates and its and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Debt Financing and any information utilized in connection therewith. (b) Parent and Merger Sub shall use, and shall cause their respective Affiliates to use, their respective reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary necessary, proper or advisable to arrange and consummate the Debt Financing at or prior to the Merger Closing and to obtain the Equity proceeds of the Debt Financing on the terms and conditions conditions, taken as a whole (including the flex provisions) described in the Debt Commitment Letters, including executing and delivering all such documents and instruments as may be reasonably required thereunder and using (and causing their Affiliates to use) their respective reasonable best efforts to: (i) comply with and maintain in effect the Debt Commitment Letters, negotiate and enter into Financing Agreements with respect thereto (and maintain such in effect and comply with the terms thereof) on the terms and conditions contained therein (as such terms may be modified or adjusted in accordance with the terms of any “flex” provisions set forth in the Debt Commitment Letters (including as specified in any Fee Letter provided pursuant to Section 5.7)) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of Parent to consummate the transactions contemplated herein; provided, however, that, without limiting the foregoing, in no event shall any of the Financing Agreements: (A) reduce the aggregate amount of the Debt Financing provided for in the Debt Commitment Letters (including by changing the amount of fees or original issue discount contemplated by the Equity Debt Commitment Letters) in a manner that would adversely impact in any material respect the ability of Parent to consummate the Merger; (B) expand, amend or modify any of the conditions or other contingencies to the funding of the Debt Financing Commitmentsset forth in the Debt Commitment Letter, or impose any new or additional condition to the receipt or funding of the Debt Financing, in each case prior that would reasonably be expected to when prevent or materially delay the Merger Closing or the availability of the Debt Financing as of the Merger Closing; (C) contain terms (other than those terms expressly set forth in the Debt Commitment Letters) that would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby or the date on which the Debt Financing would be obtained; or (D) adversely impact the ability of Parent or Merger Sub to enforce its rights against the Financing Sources; (ii) taking into account the expected timing of the Marketing Period, satisfy, or cause their Representatives to satisfy, as promptly as practicable and on a timely basis, all conditions to the Debt Financing contemplated by the Debt Commitment Letters and Financing Agreements relating thereto (including by paying any commitment, engagement or placement or other fees that become due and payable under or with respect to any of the Debt Commitment Letters or Financing Agreements); (iii) accept (and comply with) to the fullest extent all “market flex” provisions contemplated by the Debt Commitment Letters and the Financing Agreements; (iv) assuming the conditions to the Closing set forth consummation of the Debt Financing provided for in Article IX the Debt Commitment Letters (which, for the avoidance of doubt, includes Alternative Financing, if any, that is being used in accordance with Section 6.11, pursuant to the commitments with respect thereto) or any Financing Agreements related thereto have been satisfied (other than (x) any conditions that are within the control of Parent or Merger Sub and (y) those conditions that by their nature cannot terms are to be satisfied until by actions taken at the Closing Date) Merger Closing, provided that such conditions are reasonably capable of being satisfied), including to (i) maintain in effect enforce its rights under the Equity Debt Commitment Letters and Financing Commitments; (ii) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) Agreements in the event that all of a breach by the Financing Sources under the Debt Commitment Letters and Financing Agreements relating thereto; (v) subject to the satisfaction of the conditions in Annex I have been satisfiedprecedent thereto, consummate cause the Equity Financing on Sources to fund the Debt Financing at or prior to the date time the Merger Closing is required to occur pursuant to Section 2.01(d)the terms and conditions hereof; and and (ivvi) fully enforce each Equity deliver as promptly as is reasonably practicable following the date hereof, the confidential information memoranda contemplated by the Debt Commitment Letters to the Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing CommitmentsSources. (bc) Neither Parent nor Merger Sub shall amend, alter, or waive, or agree to amendor permit any amendment, alter supplement or waive (in any case whether by action other modification or inaction), any term of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights replacement of, or remedies available togrant any waiver of, any condition, remedy or other provision under any Debt Commitment Letter or any Financing Agreements without the prior written consent of the Company under the Equity Financing Commitmentsif such amendment, supplement, modification, replacement or (iii) waiver would or would reasonably be expected to prevent, impede or delay (i) reduce the consummation aggregate amount of the OfferDebt Financing (including by changing the amount of fees to be paid or original issue discount), from that contemplated by the Merger Debt Commitment Letters delivered as of the date of this Agreement, (ii) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt of the Debt Financing in a manner adverse to Parent or the Company, (iii) increase the amount of the Debt Financing or decrease the amount of Equity Financing, in each case, from the amounts set forth in the Debt Commitment Letters delivered on the date of this Agreement, (iv) make it less likely that the Debt Financing would be funded (including by making the conditions to obtaining the Debt Financing less likely to occur) or otherwise prevent or delay or impair the ability or likelihood of Parent or Merger Sub to timely consummate the Merger and the other transactions contemplated by this Agreement, (v) adversely impact the ability of Parent or Merger Sub to enforce its rights against the other parties to the Debt Commitment Letters or (vi) otherwise contravene the limitations set forth in Section 6.11(b)(i)(A)-(D). Neither Parent nor Merger Sub shall agree to the withdrawal, repudiation, termination or rescission of any Debt Commitment Letter or Financing Agreement or any provision thereof without the prior written consent of the Company. Upon any amendment, supplement or modification of the Debt Commitment Letter in accordance with this Section 6.11(c), Parent shall deliver a copy thereof to the Company and references herein to “Debt Commitment Letters” shall include such documents as amended, supplemented or modified in compliance with this Section 6.11(c) and references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letters as amended, supplemented or modified in compliance with this Section 6.11 and the financing contemplated by the Financing Agreements entered into in compliance with this Section 6.11, as applicable. (d) In the event that all or any portion of the Debt Financing becomes unavailable on the terms and conditions (including any “flex” provisions) or from the sources contemplated in the Debt Commitment Letters or the Financing Agreements for any reason or any of the Debt Commitment Letters or the Financing Agreements shall be withdrawn, repudiated, terminated or rescinded for any reason, (i) Parent shall promptly so notify the Company and (ii) Parent shall use its reasonable best efforts to arrange and obtain, as promptly as practicable following the occurrence of such event (and in any event no later than the Merger Closing Date), and to negotiate and enter into definitive agreements with respect to, alternative financing from the same or alternative sources (the “Alternative Financing”) in an amount sufficient to replace such unavailable Debt Financing), and to obtain a new financing commitment letter (including any associated engagement letter and related fee letter) with respect to such Alternative Financing (collectively, the “New Debt Commitment Letter”), copies of which shall be promptly provided to the Company (with customary redactions with respect to the fee letter). Notwithstanding the foregoing, no New Debt Commitment Letter may expand upon the conditions precedent or contingencies to the funding of the Debt Financing on the Merger Closing as set forth in the Debt Commitment Letters in effect on the date of this Agreement or otherwise include terms (including any “flex” provisions) that would reasonably be expected to prevent, materially hinder or materially delay the consummation of the transactions contemplated by this Agreement. In the event any Alternative Financing is obtained and a New Debt Commitment Letter is entered into in accordance with this Section 6.11(d), (i) any reference in this Agreement to “Debt Financing” shall mean the debt financing contemplated by the Debt Commitment Letters as modified pursuant to clause (ii) below, and (ii) any reference in this Agreement to the “Debt Commitment Letters” (or defined terms that use such phrase) shall be deemed to include the Debt Commitment Letter (and any related Fee Letter) to the extent not superseded by a New Debt Commitment Letter (or related new Fee Letter), as the case may be, at the time in question and any New Debt Commitment Letter (and any related new Fee Letter) to the extent then in effect.

Financing. (a) Parent The Company shall use commercially reasonable efforts, and Sub shall takecause its Subsidiaries to use commercially reasonable efforts, or and shall use its commercially reasonable efforts to cause to be takenits and its Subsidiaries’ respective officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, the “Company Representatives”) to, at Parent’s sole expense, provide all actions and do, or cause to be done, all things cooperation that is reasonably necessary or advisable customary and reasonably requested by Parent to arrange assist Parent in the arrangement of bank financing and/or bond offerings for the purpose of financing the Merger, the fees and obtain expenses incurred in connection therewith 74 and the Equity Financing other transactions contemplated hereby (the “Debt Financing”), including assisting with the preparation of materials for presentations, memoranda and similar documents required in connection with the Debt Financing; provided, however, that (x) nothing herein shall require such cooperation to the extent it would (A) unreasonably disrupt the conduct of the Company’s and the Subsidiaries’ respective businesses, (B) require the Company or any of the Subsidiaries or any of the Company Representatives to pay any fees or expenses or otherwise incur any liability or give any indemnities prior to the Effective Time (except to the extent any such fee or expense is conditioned on the terms and conditions described in consummation of the Merger or contemplated by Parent has advanced the Equity Financing Commitmentsamount of such fees, in each case prior to when the conditions expenses or liabilities to the Closing set forth in Article IX Company or the Subsidiaries), and (C) require the preparation or delivery of (i) financial statements, other than those conditions that contemplated by their nature cannot be satisfied until the Closing DateSections 5.1(c) are satisfiedand 5.1(d), including to (i) maintain in effect the Equity Financing Commitments; or (ii) satisfy on a timely basis all conditions pro forma financial information or forecasts of the Company and covenants applicable the Subsidiaries and (y) any documentation executed by the Company or any of its Subsidiaries shall not become effective until the consummation of the Closing. Notwithstanding anything to Parent and Sub the contrary provided herein or in the Equity Financing Commitments and otherwise comply Confidentiality Agreement, Parent shall be permitted to share all information subject to such agreement with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfiedfinancing sources, consummate the Equity Financing on or prior subject to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitmentscustomary confidentiality undertakings by such financing sources with respect thereto. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term indemnify and hold harmless each of the Equity Company, the Subsidiaries and their respective Company Representatives and any Seller Indemnified Party from and against any and all Losses suffered or incurred by them in connection with the arrangement of the Debt Financing Commitments and the performance of their respective obligations under this Section 5.17. Parent shall, promptly upon request of the Company, reimburse the Company and the Subsidiaries for all out-of-pocket costs and expenses incurred by the Company or the Subsidiaries (including those of their respective Company Representatives) in connection with the cooperation required by this Section 5.17. (c) Each of Parent and ▇▇▇▇▇▇ Sub acknowledges and agrees that (i) amends or modifies any the obtaining of the conditions precedent Debt Financing is not a condition to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity FinancingClosing, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede or delay the consummation of the Offer, the Merger or the Equity Financing, in each case, without the prior written consent of the Company.and

Financing. (a) Parent and Sub GETCO shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to arrange and obtain the Equity proceeds of the Financing (including, if necessary to consummate the transactions contemplated hereby, the “bridge” loans contemplated in the Debt Commitment Letter) on the terms and conditions described in or contemplated by the Equity Financing Commitments, in each case prior to when the conditions to the Closing set forth in Article IX the Financing Letters (or on terms more favorable in the aggregate to GETCO), including the execution and delivery of all such instruments and documents as may be reasonably required thereunder. Without limiting the generality of the foregoing, GETCO shall: (i) use its reasonable best efforts to maintain in full force and effect the Financing Letters in accordance with the terms and subject to the conditions set forth therein; (ii) as promptly as practicable after the date of this Agreement, use its reasonable best efforts to negotiate, execute and deliver the definitive agreements with respect to the Debt Financing (the “Definitive Financing Agreements”) on the terms and conditions (including the “market flex” terms and conditions) contained in the Debt Financing Letters or on other terms more favorable in the aggregate to GETCO; provided, however, that in no event shall any of the Definitive Financing Agreements: (A) reduce the aggregate amount of the Debt Financing provided for in the Debt Financing Letters to an amount that is less than the aggregate amount of Debt Financing sufficient to consummate the transactions contemplated by this Agreement and make the payments referred to in Section 3.27; (B) expand the conditions or other contingencies to the receipt or funding of the Debt Financing beyond those expressly set forth in the Debt Financing Letters, amend or modify any of such conditions or other contingencies in a manner adverse to GETCO (including by making any such conditions or other contingencies less likely to be satisfied) or impose any new or additional condition or other contingency to the receipt or funding of the Debt Financing; or (C) contain terms (other than those conditions terms expressly set forth in the Debt Financing Letters) that by their nature cannot would reasonably be satisfied until the Closing Date) are satisfied, including expected to (i1) maintain prevent or delay the Effective Time or the date on which the Debt Financing would be obtained or (2) make the funding of Debt Financing less likely, in effect the Equity Financing Commitments; (ii) satisfy on a timely basis all conditions and covenants applicable any material respect, to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunderoccur; (iii) pay in a timely manner any commitment or other fees that are or become due and payable under or with respect to the event that all conditions in Annex I have been satisfied, consummate the Equity Debt Financing Letters on or prior to following the date of this Agreement; (iv) use its reasonable best efforts to obtain all rating agency approvals necessary to obtain the Closing is required Debt Financing and to occur pursuant satisfy all other conditions to Section 2.01(d)obtaining the Debt Financing; and (ivv) fully enforce each Equity its rights under the Financing Party’s obligations (Letters and the rights of Parent and Sub) under the Equity Definitive Financing CommitmentsAgreements. (b) Neither Parent nor Sub Without limiting any of its obligations hereunder, GETCO shall amendkeep Knight informed on a reasonably current basis and in reasonable detail with respect to the status of the Debt Financing. GETCO shall deliver to Knight accurate and complete copies of the executed Definitive Financing Agreements promptly after their execution. Without limiting the generality of the foregoing, alterGETCO shall give Knight notice as promptly as reasonably practicable of (i) any material breach or default on the part of any party to any Financing Letter or Definitive Financing Agreement, (ii) any notice from a party to any Financing Letter or Definitive Financing Agreement of such party’s intent to not comply with any of its commitments or other material obligations under any Financing Letter or Definitive Financing Agreement, (iii) any actual or purported withdrawal, modification, termination, rescission or repudiation of any Financing Letter or Definitive Financing Agreement, or waiveany provision thereof, and (iv) any other circumstance resulting in GETCO no longer believing in good faith that it will be able to obtain, prior to the Closing Date, all or any portion of the Financing on the terms, in the manner or from the sources contemplated by any Financing Letter or Definitive Financing Agreement. (c) GETCO shall not permit any amendment, supplement or modification to be made to, or agree to permit any waiver of any provision or remedy under, any Financing Letter or Definitive Financing Agreement without Knight’s prior consent, except that GETCO may amend, alter supplement or waive otherwise modify any Financing Letter or Definitive Financing Agreement (in any case whether including by action joining one or inaction)more additional lenders or agents as parties thereto) if such amendment, any term of the Equity Financing Commitments that supplement or modification: (i) amends does not reduce the aggregate amount of the Financing to an amount that is less than the aggregate amount of Financing sufficient to consummate the transactions contemplated by this Agreement and make the payments referred to in Section 3.27 (it being understood that, subject to the requirements of this Section 7.16(c), such amendment, supplement or modifies other modification to any Debt Financing Letter or Definitive Financing Agreement may provide for the assignment of any portion of the commitments under the Debt Financing Letters to additional agents or arrangers and grant such persons approval rights with respect to certain matters as are customarily granted to additional agents or arrangers); (ii) does not expand the conditions or other contingencies to the receipt or funding of the Financing, does not amend or modify, in a manner adverse to GETCO any of the conditions precedent or other contingencies to the receipt or funding of the Equity Financing and does not impose new or imposes additional conditions precedent or other contingencies to the receipt or funding of the Equity Financing; (iii) does not impair the ability of GETCO to enforce its rights against other parties to the Financing Letters and (iv) would not reasonably be expected to (A) prevent or delay the Effective Time or the date on which the Financing would be obtained or (B) make the funding of the Financing less likely, in any material respect, to occur. GETCO shall not agree to the withdrawal, repudiation, termination or rescission of any Financing Letter or Definitive Financing Agreement or any provision thereof. GETCO shall promptly deliver to Knight true and complete copies of any such amendment, modification or waiver. (d) If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in any Debt Financing Letter or Definitive Financing Agreement for any reason, or any Debt Financing Letter or Definitive Financing Agreement shall be withdrawn, repudiated, terminated or rescinded for any reason, then GETCO shall use its reasonable best efforts to arrange and obtain, as promptly as practicable, from the same and/or alternative financing sources, alternative financing in an amount sufficient to consummate the transactions contemplated by this Agreement and make the payments referred to in Section 3.27; provided that in no event shall GETCO be obligated to obtain alternative financing on terms and conditions that in the aggregate are materially less favorable to GETCO than the terms and conditions provided for in the Debt Commitment Letter as of the date hereof (as determined in the good faith judgment of GETCO). In the event any alternative financing is obtained in accordance with this Section 7.16(d) (“Alternative Financing”), references in this Agreement to the Debt Financing shall be deemed to refer to such Alternative Financing (in lieu of the Debt Financing replaced thereby), and if one or more commitment letters or definitive financing agreements are entered into or proposed to be entered into in connection with such Alternative Financing, references in this Agreement to the Debt Financing Letters and the Definitive Financing Agreements shall be deemed to refer to such commitment letters and definitive financing agreements relating to such Alternative Financing (in lieu of the Debt Financing Letters and the Definitive Financing Agreements replaced thereby), and all obligations of GETCO pursuant to this Section 7.16 shall be applicable thereto to the same extent as GETCO’s obligations with respect to the Financing replaced thereby. GETCO shall promptly deliver to Knight true and complete copies of any commitments with respect to Alternative Financing. (e) Prior to the Closing, Knight shall use reasonable best efforts, shall cause its subsidiaries to use reasonable best efforts, and shall use its reasonable best efforts to cause its respective Representatives, to provide to GETCO all reasonable cooperation requested by GETCO that is necessary in connection with the Debt Financing, including (i) furnishing GETCO and its Financing Sources the Required Information, (ii) adversely affects participating in a reasonable number of meetings (including customary one-on-one meetings among the rights parties acting as lead arrangers or agents for, and prospective lenders and purchasers of, or remedies available tothe Debt Financing and senior management and Representatives, with appropriate seniority and expertise, of Knight), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Company under the Equity Financing CommitmentsDebt Financing, or (iii) would assisting with the preparation of materials for rating agency presentations, bank information memoranda, offering documents, private placement memoranda and similar documents required in connection with the Debt Financing (including requesting any consents of accountants for use of their reports in any materials relating to the Debt Financing and the delivery of one or would more customary representation letters), (iv) obtaining accountants’ comfort letters and legal opinions as reasonably requested by GETCO, (v) facilitating the pledging of collateral in connection with the Debt Financing, (vi) executing and delivering any documents as may be expected reasonably requested by GETCO, (vii) causing the taking of corporate actions (subject to prevent, impede or delay the consummation occurrence of the Offer, Closing) by Knight and its subsidiaries reasonably necessary to permit the Merger or the Equity Financing, in each case, without the prior written consent completion of the Company.Financing and (viii) facilitating the execution and delivery at the Closing of definitive documents related to the Debt Financing on the terms contemplated by the Debt Financing; provided, that such requested cooperation does not materially and adversely interfere with the ongoing operations of Knight and its subsidiaries; provided, further, that neither Knight nor any of its subsidiaries shall be required to commit to take any action that, nor execute any document or enter into any agreement the effectiveness of which, is not contingent upon the Closing. None of Knight or any of its subsidiaries shall be required to take any action that would subject it to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment (other than reasonable out-of-pocket costs) or incur any other liability or provide or agree to provide any indemnity in connection with the Financing or any of the foregoing, prior to the Effective Time. GETCO shall indemnify and hold harmless Knight, its subsidiaries and

Financing. (a) Parent and Sub Moon shall takenot, without the prior written consent of Comet: (i) permit any amendment or modification to, or cause any waiver of any provision or remedy under, the Financing Commitments if such amendment, modification, waiver or remedy (A) adds any new (or modifies adversely to be taken, all actions and do, Moon or cause to be done, all things necessary or advisable to arrange and obtain the Equity Financing on the terms and conditions described in or contemplated by the Equity Financing Commitments, in each case prior to when the Comet any existing) conditions to the consummation of all or any portion of the Financings, (B) reduces the aggregate amount of the Financings such that the aggregate funds that would be available to Moon on the Closing set forth in Article IX (other than those conditions that by their nature canDate would not be satisfied until the Closing Date) are satisfied, sufficient to pay all amounts contemplated by this Agreement to be paid by it (including to (irefinance the Existing Debt) maintain in effect the Equity Financing Commitments; (ii) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments and otherwise comply with perform its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financinghereunder, (iiC) limits or otherwise adversely affects the ability of Moon to enforce its rights of, against the other parties to the Financing Commitments or remedies available to, the Company under the Equity Financing Commitments, Definitive Agreements or (iiiD) would or would otherwise reasonably be expected to prevent, impede or delay the consummation of the OfferCombination and the other transactions contemplated by this Agreement; or (ii) take any action to terminate the Financing Commitments. Moon shall promptly deliver to Comet copies of any amendment, modification or waiver to the Financing Commitments. Notwithstanding anything in this Agreement to the contrary, subject to the limitations set forth in this Section 7.20(a), Moon may amend, replace, supplement or otherwise modify the Financing Commitment Letters to add or replace Lenders, lead arrangers, agents or similar entities and the commitments in respect of the Financings that have not executed the Financing Commitment Letter as of the date of this Agreement and replace the debt commitments of the Lenders under the Financing Commitment Letter as of the date of this Agreement with debt commitments of such new entities. (b) Moon shall use its reasonable best efforts to take, or cause to be taken, all actions necessary to obtain the proceeds of the Financings on the terms and conditions described in the Financing Commitments or terms more favorable to Moon, including by using its reasonable best efforts to (i) maintain in effect the Financing Commitments, (ii) negotiate, execute and deliver definitive agreements with respect to the Financings (the “Definitive Agreements”) on the terms and conditions contained in the Financing Commitments and (iii) satisfy on a timely basis all conditions in the Financing Commitments and the Definitive Agreements and comply with its obligations thereunder. In the event that all conditions contained in the Financing Commitments or the Definitive Agreements have been satisfied, Moon shall use reasonable best efforts to enforce its rights thereunder and cause the Lenders thereunder to comply with their respective obligations thereunder to fund the Financings to the extent required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date. (c) Moon shall keep Comet informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Financings. In the event that any portion of the Financings becomes unavailable (other than due to the failure of any of the conditions set forth in Section 8.1 or Section 8.2 hereof), Moon will use reasonable best efforts to obtain alternative debt financing (in an amount sufficient, when taken together with the available portion of the Financings, to consummate the transactions contemplated by this Agreement and to pay related fees and expenses) from the same or other sources and which do not include any conditions to the consummation of such alternative debt financing that are more onerous than the conditions set forth in the Financing Commitment Letter. For the purposes of this Agreement, the Merger term “Financing Commitment Letter” shall be deemed to include any commitment letter (or similar agreement) with respect to any alternative financing arranged in compliance herewith (and any Financing Commitment Letter remaining in effect at the Equity Financingtime in question). Moon shall provide Comet with prompt oral and written notice of any breach or default by any party to the Financing Commitments or any Definitive Agreement and the receipt of any written notice or other written communication from any Lender or other financing source with respect to any breach, in each casedefault, without termination or repudiation by any party to the prior written consent Financing Commitments or any Definitive Agreement of the Companyany provision thereof.

Financing. (a) Parent Subject to the terms and Sub conditions of this Agreement (including Section 5.18(d) hereof), Purchaser shall, and shall cause its Subsidiaries to, use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary or necessary, proper and advisable to arrange consummate and obtain the Equity Financing on the terms and conditions (including the flex provisions) described in or contemplated the Financing Letters and any related Fee Letter, including using reasonable best efforts to seek to enforce (including through litigation) its rights under the Financing Letters in the event of a material breach by the Equity Financing Commitmentscounterparties thereto, in each case prior to when and, without the conditions to the Closing set forth in Article IX consent of Clorox Parent (other than those conditions that by their nature canwhich shall not be satisfied until unreasonably withheld or delayed), shall not permit any material amendment or modification to be made to, or consent to any waiver of any provision or remedy under, the Closing Date) are satisfiedFinancing Letters or any related Fee Letter, including to if such amendment, modification or waiver (i) maintain reduces the aggregate amount of the Financing (including by changing the amount of fees to be paid or original issue discount) from that contemplated in effect the Equity Financing Commitments; Letters, or (ii) satisfy on a timely basis all imposes new or additional conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments and or other terms or otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfiedexpands, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or other terms in a manner that would reasonably be expected to prevent(x) delay or prevent the Closing Date, impede or delay (y) make the consummation timely funding of the OfferFinancing or satisfaction of the conditions to obtaining the Financing less likely to occur, or (z) adversely impact the ability of Purchaser to enforce its rights against the other parties to the Financing Letters or Fee Letter. For purposes of clarification, the Merger foregoing shall not prohibit Purchaser from amending the Debt Commitment Letter and any related Fee Letter to (i) add or replace lender(s) (and Affiliates of such additional lender(s)) as a party thereto or (ii) make such other changes that would not, taken as a whole, adversely impact the Equity ability of Purchaser to consummate the transactions contemplated hereby. Any reference in this Agreement to (A) “Financing” shall include the financing contemplated by the Financing Letters as amended or modified in compliance with this Section 5.18 and (B) “Financing Letters” or “Debt Commitment Letter” shall include such documents as amended or modified in compliance with this Section 5.18(a). Purchaser’s obligations under this Section 5.18 shall include Purchaser’s reasonable best efforts to consummate a senior notes offering using the items listed in Section 5.19(a)(iv)(A)(I), in each caseSection 5.19(a)(iv)(A)(II), without the prior written consent of the Companyand Section 5.19(a)(iv)(B) (as it applies to (Section 5.19(a)(iv)(A)(I) and Section 5.19(a)(iv)(A)(II)).

Financing. (a) Parent and 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 reasonably necessary, proper or advisable to arrange and obtain the Equity 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 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 date hereof, or otherwise so long as such replacement or amendment would not adversely impact or delay in any material respect the ability of Parent or Merger Sub to consummate the transactions contemplated by hereby or the Equity Financing Commitments, in each case prior to when likelihood of the conditions to consummation of the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfiedtransactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Equity Debt Financing Commitments; Commitment, subject to the foregoing replacement and amendment rights, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent and Merger Sub 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 terms of the Equity Financing Commitments Commitment and otherwise comply with its obligations by assisting in each case thereunder; the syndication or marketing of 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 or on other terms reasonably acceptable to Parent that would not adversely impact in any material respect the ability of Parent or 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 event that all conditions 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 Annex I have been satisfied, an amount sufficient to consummate the Equity Financing on or prior transactions contemplated by this Agreement 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 date Financing Commitments of which Parent or Merger Sub becomes aware, or any termination of the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity 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) to the Company. Notwithstanding the foregoing, compliance by Parent with this Section 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. (b) Neither Prior to the Closing, the Company shall provide to Parent nor and Merger Sub, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause the respective officers, employees and advisors, including legal and accounting, of the Company and its Subsidiaries to, provide to Parent and Merger Sub shall amend, alter, all cooperation reasonably requested by Parent that is reasonably necessary or waive, customary in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the business or agree to amend, alter or waive (in any case whether by action or inactionoperations of the Company and its Subsidiaries), any term of the Equity Financing Commitments that including (i) amends participating in a reasonable or modifies customary number of meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) using commercially reasonable efforts to assist with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents necessary or customary in connection with the Financing, (iii) using commercially reasonable best efforts to furnish Parent and Merger Sub as promptly as reasonably practicable with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent in connection with the Debt Financing, including information customarily included in private placement memoranda relating to private placements under Rule 144A promulgated under the Securities Act to consummate the offering(s) of debt securities contemplated by the Debt Financings Commitments at the time during the Company’s fiscal year such offering(s) will be made as soon as such financial and other information becomes available, including all financial statements and financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act (other than Rule 3-10 of Regulation S-X, but including pro forma financial information and summary guarantor/non-guarantor financial information of the type customarily included in offering documents used in private placements under Rule 144A, and summary quarterly financial information and without giving effect to the executive compensation and related person disclosure rules related to SEC Release Nos. 33-8732A; 34-54302A; IC-27444A), including audits thereof to the extent so required (which audits shall be unqualified) (all such information in this clause (iii), the “Required Information”), (iv) cooperating with and using reasonable best efforts to assist Parent in procuring accountants’ comfort letters and consents, legal opinions, surveys and title insurance and other customary documentation required by the Debt Financing Commitments, in each case as reasonably requested by Parent and, if reasonably requested by Parent or Merger Sub, (v) using commercially reasonable efforts to provide monthly financial statements (excluding footnotes) within the time frame, and to the extent, the Company prepares such financial statements in the ordinary course of business, (vi) using reasonable best efforts to assist Parent in procuring the execution and delivery, as of the Effective Time, by the officers of the Surviving Corporation and its Subsidiaries of any customary pledge and security documents, other definitive financing documents, or other certificates, legal opinions or documents as may be reasonably requested by Parent (including a certificate of the Chief Financial Officer of the Surviving Corporation or any Subsidiary with respect to solvency matters) and otherwise reasonably facilitating, to the extent reasonably requested by Parent, the pledging of collateral (including cooperation, to the extent reasonably requested by Parent, in connection with the pay-off of existing indebtedness and the release of related Liens), (vii) taking all actions to the extent reasonably requested by Parent necessary to (A) permit the prospective lenders involved in the Financing to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements and (B) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing, and (viii) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent in connection with the consummation of the Debt Financing immediately following the Effective Time; provided that none of the Company or any of its Subsidiaries 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 in connection with the Debt Financing prior to the Effective Time. In the event that prior to February 15, 2008 (x) all or any portion of the Debt Financing structured as high yield financing has not been consummated, (y) all closing conditions contained in ARTICLE VII shall have been satisfied or waived (other than the delivery of the officer certificates to be delivered at the Closing referred to in Sections 7.2(a), 7.2(b), 7.3(a) and 7.3(b)) and the Closing shall not have occurred and (z) the bridge facilities contemplated by the Debt Commitment Letters (or alternative bridge financing obtained in accordance with this Agreement) are available in all material respects on the terms and conditions described in the Debt Commitment Letters (or described in replacements thereof on terms and conditions no less favorable to Parent and Merger Sub or alternative financing therefor), then Parent shall use reasonable best efforts to cause the lenders under such bridge facility to fund proceeds of such bridge financing (or replacement or alternative financing) to be used to replace such privately offered note financing no later than the final day of the Marketing Period. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable documented out of pocket costs and expenses incurred by the Company or its Subsidiaries in connection with such cooperation and shall indemnify and hold harmless the Company, its Subsidiaries and their respective representatives from and against any and all liabilities, losses, damages, claims, expenses, interest, judgments and penalties suffered or incurred by them in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than information provided by the Company or the Subsidiaries in accordance with the terms hereof). The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries. (c) For purposes of this Agreement, “Marketing Period” shall mean the first period of 25 consecutive days after the Initiation Date (A) throughout and on the last day of which (1) Parent and its Financing sources shall have the Required Information and (2) nothing has occurred and no condition exists that would cause any of the conditions precedent to set forth in Sections 7.2(a) and 7.2(b) (other than the receipt of the Equity certificates to be delivered at the Closing referred to therein) to fail to be satisfied assuming the Closing were to be scheduled for any time during such 25-consecutive-day period, and (B) throughout and on the last day of which the conditions set forth in Section 7.1 shall be satisfied; provided that (w) the Marketing Period shall end on any earlier date that is the date on which the Debt Financing is consummated; (x) if the Marketing Period would not end on or imposes additional conditions precedent prior to August 17, 2007, the Marketing Period shall commence no earlier than September 3, 2007, if the Marketing Period would not end on or prior to November 16, 2007, the Marketing Period shall commence no earlier than November 26, 2007 and if the Marketing Period would not end on or prior to December 20, 2007, the Marketing Period shall commence no earlier than January 2, 2008; (y) the “Marketing Period” shall not be deemed to have commenced if, prior to the receipt completion of the Equity FinancingMarketing Period, (A) Ernst & Young LLP shall have withdrawn its audit opinion with respect to any financial statements contained in the Required Information, in which case the Marketing Period will not be deemed to commence at the earliest unless and until a new unqualified audit opinion is issued with respect to the consolidated financial statements for the applicable periods by Ernst & Young LLP or another independent registered accounting firm reasonably acceptable to Parent, (B) the Company shall have announced any intention to restate any of its financial information included in the Required Information or that any such restatement is under consideration or may be a possibility, in which case the Marketing Period will not be deemed to commence at the earliest unless and until such restatement has been completed and the Company’s SEC Reports have been amended or the Company has announced that it has concluded that no restatement shall be required in accordance with GAAP or (C) the Company shall have been delinquent in filing any report with the SEC, in which case the Marketing Period will not be deemed to commence at the earliest unless and until all such delinquencies have been cured; and (z) if the financial statements included in the Required Information that is available to Parent on the first day of any such 25-consecutive-day period would not be sufficiently current on any day during such 25-consecutive-day period to permit (i) a registration statement using such financial statements to be declared effective by the SEC on the last day of the 25-consecutive-day period or (ii) adversely affects the rights of, or remedies available to, Company’s independent registered accounting firm to issue a customary comfort letter to purchasers (in accordance with its normal practices and procedures) on the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede or delay the consummation last day of the Offer25-consecutive-day period, then a new 25-consecutive-day period shall commence upon Parent receiving updated Required Information that would be sufficiently current to permit the Merger or actions described in (i) and (ii) on the Equity Financing, in each case, without the prior written consent last day of the Companysuch 25-consecutive-day period.

Financing. (a) Subject to the terms and conditions of this Agreement, Parent and 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 necessary, advisable or advisable proper to arrange and obtain the Equity Debt Financing on the terms and conditions described in or contemplated the Debt Commitment Letter pursuant to the terms thereof (including any “market flex” provisions) including using its reasonable best efforts to seek to enforce its rights with respect to funding under the Debt Commitment Letter in the event of a breach thereof by the Equity financing provider(s) thereunder. Parent shall not, without the Company’s prior written consent, permit any amendment, supplement, replacement or modification to be made to, or any waiver of any provision under, the Debt Commitment Letter if such amendment, supplement, replacement, modification or waiver (A) subject to Parent’s rights under Section 7.12(b) which shall not require the Company’s consent, reduces the aggregate amount of the cash proceeds from the Debt Financing Commitments, in each case prior or (B) imposes new or additional conditions to when the initial funding or otherwise expands any of the conditions to the Closing set forth receipt of the Debt Financing, or otherwise expands, amends or modifies any other provision of the Debt Commitment Letter in Article IX a manner that would reasonably be expected to (other than those x) delay or prevent the funding in full of the Debt Financing (or satisfaction of the conditions that by their nature cannot be satisfied until to the Debt Financing) on the Closing Date, or (y) are satisfiedadversely affect the ability of Parent to enforce its rights with respect to funding against other parties to the Debt Commitment Letter or the definitive agreements with respect thereto (provided, including that Parent may amend the Debt Commitment Letter to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities so long as such action would not reasonably be expected to delay or prevent the Acceptance Time or the Closing). Parent shall promptly deliver to the Company true, complete and correct copies of any such amendment, modification or replacement. (ib) Parent shall, and shall cause its Affiliates and Representatives to, use its reasonable best efforts (A) to maintain in effect the Equity Debt Commitment Letter (provided that the Debt Commitment Letter may be amended, supplemented, replaced, modified or waived as provided in this Section 7.12), (B) to negotiate and enter into definitive agreements with respect to the Debt Commitment Letter (the “Debt Financing Commitments; Agreements”) on the terms and conditions that are not materially less favorable to Parent than those contained in the Debt Commitment Letter, (iiC) to satisfy on a timely basis (or obtain the waiver of), and in a manner that will not impede the ability of the parties to consummate the Offer or the Merger, all conditions and covenants applicable to Parent and Sub receipt of the full amount of the Debt Financing at the Closing set forth therein that are within its control or subject to its influence and, upon satisfaction of the conditions set forth in the Equity Debt Commitment Letter, to consummate the Debt Financing Commitments and otherwise at or prior to the Closing, (D) to comply with its obligations in each case thereunder; under the Debt Commitment Letter, and (iiiE) in to consummate the Debt Financing at or prior to the Effective Time. In the event that all conditions precedent expressly set forth in Annex I the Debt Commitment Letter have been or, upon funding of the Debt Financing will be, satisfied, consummate Parent and Sub shall use their reasonable best efforts to enforce their rights with respect to funding under, and cause the Equity Financing Sources, lenders and the other persons providing or committing to provide the Debt Financing to comply with their obligations with respect to funding under the Debt Commitment Letter and definitive financing agreements and to fund on or before the Effective Time the Debt Financing. Parent shall keep the Company informed on a current basis and in reasonable detail of the status of its efforts to arrange the Debt Financing, and, promptly following request by the Company, provide to the Company copies of all executed Debt Financing Agreements. (c) Without limiting the foregoing, Parent agrees to notify the Company promptly, and in any event within two (2) Business Days, if at any time prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that Date (i) amends or modifies the Debt Commitment Letter is terminated for any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financingreason, (ii) adversely affects Parent becomes aware of any breach or default (A) by any Financing Source party to the rights of, Debt Commitment Letter or remedies available to, the Company under the Equity any Debt Financing Commitments, Agreement or (iiiB) would any other party to the Debt Commitment Letter or any Debt Financing Agreement if, in the case of this clause (B), such breach or default would reasonably be expected to prevent, impede or delay affect the consummation availability of the OfferDebt Financing or (iii) a counterparty indicates in writing or orally that it will not provide, or it refuses to provide, all or any portion of the Merger or Debt Financing contemplated by the Equity FinancingDebt Commitment Letter on the terms set forth therein. Parent shall promptly provide any information reasonably requested by the Company relating to any circumstances referred to in this Section 7.12(c). Parent shall not, in each casenor shall it permit any of its Affiliates to, without the prior written consent of the Company, take any action or enter into any transaction that would reasonably be expected to materially impair, delay or prevent consummation of all or any portion of the Debt Financing. (d) Parent shall have the right to substitute the net cash proceeds received by Parent after the date hereof and prior to the Closing from consummated offerings or other incurrences of debt (including notes) by Parent for all or any portion of the Debt Financing by reducing commitments under the Debt Commitment Letter; provided that (v) such offering or other incurrence of debt does not result in a breach or default under, or violation of, the Debt Commitment Letter, (w) the aggregate amount of the Debt Financing committed under the Debt Commitment Letter following such reduction, together with other cash and cash equivalents available to Parent, is sufficient to pay all cash amounts required to be paid in connection with the transactions contemplated by this Agreement, (x) the proceeds of such debt offerings or other incurrences have been received by Parent in cash, (y) Parent promptly notifies the Company of such substitution and reduction and (z) true, correct and complete copies of each material amendment or modification to the Debt Commitment Letter relating thereto will be promptly provided to the Company. If commitments under the Debt Commitment Letter have been reduced to zero in connection with the preceding sentence, the obligations of the Company and its Subsidiaries pursuant to Section 7.13 shall no longer be in effect. Further, Parent shall have the right to substitute commitments in respect of other financings for all or any portion of the Debt Financing from the same and/or alternative financing sources so long as the aggregate amount of the Debt Financing, together with other cash and cash equivalents available to Parent, is sufficient to pay all cash amounts required to be paid in connection with the transactions contemplated by this Agreement and all conditions precedent to funding of such financing are, in respect of certainty of funding, equivalent to (or more favorable to the Company than) the conditions precedent set forth in the Debt Commitment Letter, to supplement or replace the Debt Financing (“Alternative Debt Financing”). True, correct and complete copies of each alternative financing commitment in respect of such Alternative Debt Financing (each, a “New Debt Commitment Letter”), together with all related fee letters and associated engagement letters (solely in the case of the fee letter, with only the fee amounts, pricing, “market flex” provisions and other economic terms that do not adversely affect the enforceability, availability or conditionality of, or the aggregate amount of proceeds available under, the Debt Financing contained therein redacted), will be promptly provided 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 modified pursuant to clause (ii) below, (ii) any reference in this Agreement to the “Debt Commitment Letter” shall be deemed to include the Debt Commitment Letter which is not superseded by a New Debt Commitment Letter at the time in question and each New Debt Commitment Letter to the extent then in effect, and (iii) any reference in this Agreement to “fee letter” shall be deemed to include any fee letter relating to the Debt Commitment Letter that is not superseded by any New Debt Commitment Letter at the time in question and each fee letter relating to each New Debt Commitment Letter to the extent then in effect. (e) On the Closing Date, Parent shall provide all funds required to effect the repayment of all indebtedness under the Company Credit Agreement in full in accordance with the Company Credit Agreement, subject to compliance with Section 7.13(a)(vi). (f) Notwithstanding anything to the contrary contained herein, Parent’s obligations hereunder are not subject to a condition regarding Parent’s or any of its Affiliates’ obtaining funds to consummate the Offer, the Merger and the transactions contemplated by this Agreement.

Financing. The Company shall, and shall cause the other Company Entities to, cooperate with the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters (collectively, the “Debt Financing”), for (in whole or part) satisfying Parent’s obligations to pay (a) Parent any Cash Consideration and Sub shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange and obtain the Equity Financing on the terms and conditions described in or contemplated other amounts due by the Equity Financing CommitmentsParent Parties hereunder, in each case prior to when (b) any Expenses and (c) the conditions to refinancing of the Closing set forth in Article IX (other than those conditions Credit Agreement; provided that by their nature cansuch cooperation does not be satisfied until unreasonably interfere with the Closing Date) are satisfied, including to ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) maintain participate in effect reasonable number of meetings related to, and provide reasonable assistance with, the Equity Financing Commitmentsmarketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions and covenants applicable precedent to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunderobtaining such Debt Financing; (iiivi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the event that all conditions in Annex I have been satisfied, consummate repayment of the Equity Financing on existing Indebtedness of the Company or prior any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the date the Closing is required to occur pursuant to Section 2.01(d)Debt Financing; and (ivviii) fully enforce each Equity in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Party’s obligations (Sources such information as may be necessary so that the financing information pertaining to the Company and the rights other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of Parent and Sub) a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the Equity Financing Commitments. (b) Neither Parent nor Sub representations, warranties or covenants of the Company shall amend, alterbe deemed to apply to, or waivedeemed breached or violated by, any of the actions contemplated by this Section 6.17 or agree by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to amend, alter or waive cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any case whether by action or inaction), any term Debt Financing that is an obligation of the Equity Financing Commitments that Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) amends be required to pay any commitment or modifies other similar fee in connection with any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity proposed Debt Financing, (ii) adversely affects enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the rights ofMerger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or remedies available to, any related document or any other agreement or document related to the Company under the Equity Debt Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede or delay the consummation of the Offer, the Merger or the Equity Financing, in each case, without the prior unless promptly reimbursed by Parent upon written consent request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the 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 and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faith.

Financing. (a) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall take, or cause use its reasonable best efforts to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange and obtain the Equity Financing on the terms and conditions described in or contemplated by the Equity Financing Commitments, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfiedDocuments, including to (i) maintain maintaining in effect the Equity Financing Commitments; Documents until the Transactions are consummated in accordance with their respective terms, (ii) satisfy satisfying, or causing to be satisfied, on a timely basis all conditions to the closing of and covenants 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 Sub in other fees arising under the Equity Financing Commitments Documents as and otherwise comply with its obligations in each case when they become due and payable thereunder; , and (iii) in consummating the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on at or prior to the Effective Time in accordance with the terms of the Financing Documents; provided that Parent and/or Merger Sub may amend or modify the Financing Documents, and/or elect to replace all or any portion of the Debt Financing or increase the amount of debt financing to be obtained with alternative debt financing subject only to such conditions to funding as are substantially similar, or are not less favorable in aggregate, from the standpoint of the Company and its shareholders (other than the holders of Excluded Shares), than the terms and conditions as set forth in the Financing Documents as in effect on the date hereof (the Closing is “Alternative Financing”), in each case only so long as (A) the aggregate proceeds of the Financing (as amended or modified) and/or the Alternative Financing, together with the aggregate proceeds of the Equity Financing and an amount of Available Cash that equals or exceeds the Available Cash Amount, will be sufficient for Parent and the Surviving Company to pay (x) the Merger Consideration, and (y) any other amounts required to occur pursuant to Section 2.01(d); be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby and (ivB) fully enforce each Equity such amendment or modification or the Alternative Financing Party’s obligations (and would not prevent, materially delay or materially impede or impair the rights ability of Parent and SubMerger Sub to consummate the Transactions. Parent shall deliver to the Company true and complete copies of all Contracts or other arrangements pursuant to which any alternative sources have committed to provide the Alternative Financing (the “Alternative Financing Documents”) under (except for customary engagement and fee letters) as promptly as practicable after execution thereof. In the Equity event any portion of the Financing Commitmentsbecomes unavailable on the terms and conditions contemplated in the Financing Documents and to the extent is not replaced by the Alternative Financing, Parent shall promptly notify the Company. (b) Neither Notwithstanding anything to the contrary contained in this Agreement, nothing contained in Section 6.07(a) shall require, and in no event shall the reasonable best efforts of Parent nor or Merger Sub shall amendbe deemed or construed to require, alter, either Parent or waiveMerger Sub to pay any fees in excess of, or agree to “market flex” provisions less favorable to Parent, Merger Sub or the Surviving Company (or any of their Affiliates) than, those contemplated by the Debt Commitment Letters and/or, if applicable, the Alternative Financing Documents (in each case, whether to secure waiver of any conditions contained therein or otherwise). (c) Subject to the terms and conditions of this Agreement, Parent and Merger Sub agree not to amend, alter modify or waive (in any case whether by action or inaction), any term provision of the Equity Financing Commitments Documents, if such amendment, modification or waiver reduces (or would reduce) the aggregate amount of the Financing or imposes new or additional conditions or otherwise expands, amends or modifies the conditions to the Financing in a manner that would be expected to prevent or materially delay the ability of the Company, Parent or Merger Sub to consummate the Transactions or otherwise adversely impact the ability of Parent or Merger Sub to enforce its rights against the other parties to the Financing Documents. Parent shall give the Company prompt notice (i) amends upon becoming aware of any breach of any provision of, or modifies termination by any of party to, the conditions precedent to Financing Documents or (ii) upon the receipt of the Equity Financing any written notice from any person with respect to any threatened breach or imposes additional conditions precedent to the receipt threatened termination of the Equity Financing Documents. (d) The Company agrees to provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide to Parent and Merger Sub, all reasonable cooperation as may be requested by Parent or its Representatives in connection with the Debt Financing and/or Alternative Financing and the Transactions, including (i) participation in meetings, presentations, due diligence sessions, road shows, sessions with rating agencies and other meetings, including arranging for reasonable direct contact between senior management, representatives and advisors of the Company or its Subsidiaries with Representatives of Parent and any sources or prospective sources of the Debt Financing and/or Alternative Financing, (ii) adversely affects assisting in the rights ofpreparation of offering memoranda, private placement memoranda, bank information memoranda, prospectuses, rating agency presentations, other marketing documents and similar documents reasonably requested by Parent or remedies available toits Representatives in connection with the Debt Financing and/or Alternative Financing (including using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing and/or Alternative Financing and delivery of one or more customary representation letters), the Company under the Equity Financing Commitments, or (iii) would as promptly as practicable, furnishing Parent and any sources or would prospective sources of the Debt Financing and/or Alternative Financing with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent or any sources or prospective sources of the Debt Financing and/or Alternative Financing and is reasonably available to the Company (the “Required Information”) and using reasonable best efforts to cause the Company’s independent accountants to provide assistance and cooperation in connection therewith to Parent and any sources or prospective sources of the Debt Financing and/or Alternative Financing, (iv) reasonably cooperating with advisors, consultants and accountants of Parent or any sources or prospective sources of the Debt Financing and/or Alternative Financing with respect to the conduct of any examination, appraisal or review of the financial condition or any of the assets or liabilities of the Company or any of its Subsidiaries, including for the purpose of establishing collateral eligibility and values, (v) assisting in the preparation of one or more credit agreements, note purchase agreements, indentures and/or other instruments, as well as any pledge and security documents, and other definitive financing documents, collateral filings or other certificates or documents as may be expected requested by Parent and otherwise facilitating the pledging of collateral, (vi) (A) to preventthe extent customary and not prohibited by applicable Laws, impede facilitating the granting of guaranty, security or delay pledging of collateral and (B) executing and delivering any guaranty, pledge and security documents, commitment letters, certificates and other definitive financing documents (the “Definitive Debt Documents”), provided that any collateral pledged or security granted by the Company or any of its Subsidiaries under, and any obligations of the Company or any of its Subsidiaries under, any Definitive Debt Documents to which it is a party shall be contingent upon the occurrence of the Effective Time, (vii) taking all actions reasonably necessary to (A) permit prospective sources of the Debt Financing and/or Alternative Financing to evaluate the Company’s or any of its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements, provided that the information provided in connection therewith to such prospective sources shall be subject to the terms of the Confidentiality Agreements, and (B) establish bank and other accounts, blocked account agreements and lock box arrangements in connection with the foregoing, including over Available Cash, (viii) furnishing Parent, Merger Sub and their respective Representatives, as well as any prospective sources of the Debt Financing and/or Alternative Financing, promptly (and, provided that Parent shall have requested, in writing, such information from the Company at least fifteen (15) Business Days prior to the Closing, then in any event at least ten (10) Business Days prior to the Closing) with all documentation and other information required with respect to the Debt Financing and/or Alternative Financing under applicable “know your customer” and anti-money laundering rules and regulations, provided that the information provided to such prospective sources shall be subject to the terms of the Confidentiality Agreements, (ix) using reasonable best efforts to obtain any necessary rating agencies’ confirmation or approval of the Debt Financing and/or Alternative Financing, and (x) taking all corporate actions reasonably necessary to permit the consummation of the Offer, the Merger or the Equity Debt Financing and/or Alternative Financing, including the execution and delivery of any other certificates, instruments or documents contemplated by the Debt Financing and/or Alternative Financing and reasonably requested by Parent and to permit the proceeds thereof to be made available at Closing to consummate the Transactions. Neither the Company nor any of its Subsidiaries shall be required to (x) pay any commitment or similar fee prior to the Effective Time or (y) commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time or that would otherwise subject it to actual or potential liability in each caseconnection with any Financing. Nothing contained in this Section 6.07(c) or otherwise shall require the Company or any of its Subsidiaries to be an issuer or other obligor with respect to any Financing prior to the Effective Time. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing and/or Alternative Financing. (e) Parent shall, without upon the prior written consent termination of this Agreement in accordance with its terms, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company or its Subsidiaries in connection with any cooperation provided pursuant to this Section 6.07 and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives for and against any and all liabilities, expenses or losses actually suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith (other than information provided in writing by the Company or its Subsidiaries specifically for use in connection therewith), except in the event such liabilities, expenses or losses arose out of or result from the fraud, gross negligence, recklessness or willful misconduct of the Company, its Subsidiaries or any of their respective Representatives. Each of Parent and Merger Sub acknowledges and agrees that the Company and its Subsidiaries and their respective Representatives shall not, prior to the Effective Time, incur any liability to any person under any financing that Parent and Merger Sub may raise in connection with the Transactions.

Financing. (a) Parent shall use reasonable best efforts to take, or cause to be taken, all actions and Sub do, or cause to be done, all things necessary or advisable to consummate the Equity Financing on the Closing Date, and Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange and obtain the Debt Financing in an amount necessary, together with the Equity Financing, to fund the Financing Amounts and to consummate the Debt Financing on the terms Closing Date, including the following: (i) maintaining in full force and conditions described in effect the Debt Commitment Letter and not permitting any amendment or modification to be made to, not consenting to any waiver of any provision or remedy under, and not replacing, the Debt Commitment Letter (other than as contemplated by the Equity Financing CommitmentsDebt Commitment Letter or any Debt Fee Letter as in effect on the date hereof), in each any case prior if such amendment, modification, waiver or replacement: (A) reduces (or would reasonably be expected to when have the effect of reducing) the aggregate amount of the Debt Financing (including by changing the amount of fees to be paid or original issue discount in connection with the Debt Financing) (unless an equal amount from alternative financing sources is then made available) to an amount, together with the Equity Financing, less than what is necessary to fund the Financing Amounts or (B) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the Closing set forth funding of any of the Debt Financing in Article IX (other than those conditions a manner that by their nature cannot would reasonably be satisfied until the Closing Date) are satisfied, including expected to (i1) maintain in effect delay or prevent the Closing, (2) make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) materially less likely to occur or (3) materially and adversely impact the ability of Parent to enforce its rights against other parties to the Debt Commitment Letter or the definitive agreements with respect thereto when required pursuant to this Agreement (provided that (x) so long as not otherwise prohibited by the other provisions of this Section 5.10, for the avoidance of doubt, Parent may amend the Debt Commitment Letter and/or any Debt Fee Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter or the Debt Fee Letters as of the date hereof; and (y) Parent shall reasonably promptly furnish to the Company copies of any executed versions of any agreements or other documentation with respect to such amendment, modification, waiver or replacement); (ii) causing the Equity Financing Commitments; to be consummated upon satisfaction of the conditions contained in the Equity Commitment Letter; (iiiii) satisfy satisfying on a timely basis all conditions (or, if available, obtain waivers of) the Financing Conditions; (iv) negotiating, executing and covenants applicable to Parent delivering Debt Financing Documents that reflect and Sub are consistent with the terms contained in the Equity Debt Commitment Letter and the Debt Fee Letters (including “market flex” provisions (if any)) or on such other terms acceptable to the Financing Commitments and otherwise comply with its obligations in each case thereunder; Sources; (iiiv) in the event that all the conditions set forth in Annex I Sections 6.1 and 6.3 have been satisfied, consummate upon funding of the Equity Debt Financing on would be satisfied, causing the full amount of the Financing to be funded at or prior to the date the Closing is required to occur pursuant to Section 2.01(d)Closing; and and (ivvi) fully enforce each Equity Financing Party’s obligations (and the enforcing its rights of Parent and Sub) under the Equity Commitment Letters in the event of a Financing CommitmentsFailure Event. (b) Neither Parent nor Sub shall not amend, altermodify, waive or waivereplace, or agree to amend, alter modify, waive or waive replace (in any case whether by action or inaction), ) any term of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede or delay the consummation of the Offer, the Merger or the Equity Financing, in each case, Commitment Letter without the prior written consent of the Company. (c) Upon request of the Company, Parent shall keep the Company informed in reasonable detail of the status of its efforts to arrange the Financing and any material developments with respect to the Financing. As soon as reasonably practicable, Parent shall provide any information reasonably requested by the Company relating to any Financing Failure Event. (d) Neither Parent nor any of its affiliates shall take any action that would reasonably be expected to materially delay or prevent the consummation of the Debt Financing or Equity Financing. (e) If any Financing Failure Event occurs, Parent shall promptly notify the Company thereof and use its reasonable best efforts to obtain, as promptly as practicable and in any event prior to the Outside Date, in consultation with the Company, on terms as favorable to Parent as the terms in the Debt Commitment Letter and the Debt Fee Letters (including “market flex” provisions (if any)) or as are reasonably available for financings of the type contemplated by the Debt Commitment Letter and the Debt Fee Letters in the debt markets at such time, alternative debt financing (“Debt Replacement Financing”) in an amount that when added with the Equity Financing would be sufficient to pay the Financing Amounts; provided that, notwithstanding anything herein to the contrary but subject to the penultimate sentence of this Section 5.10, in no event shall reasonable best efforts be construed to require that Parent (A) pay any fees or original issue discount in excess of those contemplated by the Debt Commitment Letter and the Debt Fee Letters (including “market flex” provisions (if any)) as in effect of the date hereof or (B) agree to pricing or other economic terms that are less favorable (taken as a whole) than those contemplated by the Debt Commitment Letter and the Debt Fee Letters (including “market flex” provisions (if any)) as in effect of the date hereof. Parent shall deliver to the Company true, correct and complete copies of all contracts or other arrangements pursuant to which any alternative source shall have committed to provide any portion of the Debt Replacement Financing (provided that any fee letters in connection therewith may be redacted in a manner consistent with the Debt Fee Letters provided as of the date hereof). Notwithstanding anything else herein to the contrary, in no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financing) by Buyer or any Affiliate or any other financing or other transactions be a condition to any of Buyer’s obligations hereunder. Any Debt Replacement financing shall be subject to the same obligations as set forth in this Section 5.10 with respect to the Debt Financing.

Financing. (a) Subject to the terms and conditions of this Agreement, Parent and Sub shall will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange arrange, timely obtain, maintain and obtain enforce its rights in respect of the Equity Financing on the terms and conditions described in the Debt Commitment Letters, and will not permit any amendment and the requirements set forth above or contemplated by modification to be made to, or any waiver of any provision or remedy under, the Equity Financing CommitmentsDebt Commitment Letters if such amendment, supplement, modification or waiver would (i) reduce the aggregate amount of the Financing, or (ii) impose new or additional conditions, or otherwise amend, modify or expand any conditions, to the receipt of the Financing, in each the case prior of either clause (i) or (ii) above, in a manner that would reasonably be expected to when (A) delay (other than a de-minimus delay), impede (other than a de-minimus impediment) or prevent the Closing Date, (B) make the funding of the Financing (or satisfaction of the conditions to obtaining the Closing Financing) less likely to occur or (C) adversely impact the ability of Parent or Merger Sub to enforce its rights against the other parties to the Debt Commitment Letters or the definitive agreements with respect thereto, the ability of Parent or Merger Sub to consummate the Transactions or the likelihood of consummation of the Transactions; provided, however, that Parent and Merger Sub may (i) amend the Debt Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letters as of the date of this Agreement or (ii) otherwise amend or replace the Debt Commitment Letters so long as (v) such amendment or replacement do not impose terms or conditions that would reasonably be expected to delay, impede or prevent the Closing, (w) the terms are not, taken as a whole, less beneficial to Parent or Merger Sub, than those in the Debt Commitment Letters as in effect on the date of this Agreement or impose incremental conditions (or expand existing conditions) to funding thereunder as compared to the Debt Commitment Letters in effect as of the date hereof (x) adversely affects the ability of Parent to enforce its rights against other parties to the Commitment Letter or the Financing agreements as so amended, replaced, supplemented or otherwise modified, relative to the ability of Parent to enforce its rights against such other parties to the Debt Commitment Letters and Fee Letter as in effect on the date hereof or in the definitive debt agreements, (y) reduce the aggregate amount of the Debt Financing and (z) with respect to replacements, the replacement debt commitments otherwise satisfy the terms and conditions of an Alternative Financing set forth below. In the event of such amendment or replacement of the Debt Commitment Letters as permitted by the proviso to the immediately preceding sentence, the financing under such amended or replaced Debt Commitment Letters will be deemed to be “Financing” as such term is used in Article IX (other than those conditions that by their nature cannot be satisfied until this Agreement. Parent will keep the Closing Date) are satisfiedCompany reasonably informed of any such amendment, modification, supplement or replacement, including promptly providing copies of all such drafts and related final documentation. Parent will use its reasonable best efforts to (iI) maintain in effect the Equity Financing Commitments; Debt Commitment Letters (iiincluding any definitive agreements entered into in connection therewith), (II) satisfy on a timely basis (taking into account the Marketing Period) all conditions and covenants in the Financing Agreements applicable to Parent and Merger Sub to obtaining the Financing as promptly as practicable, (III) negotiate and enter into definitive agreements with respect to the Debt Commitment Letters on terms and conditions contained in the Equity Debt Commitment Letters or consistent in all material respects with the Debt Commitment Letters as promptly as practicable (such definitive agreements, together with the Debt Commitment Letters, the “Financing Commitments Agreements”) and otherwise comply with its obligations in each case thereunder; promptly upon execution thereof provide complete executed copies of such definitive agreements to the Company, (iiiIV) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on at or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (ivV) fully enforce each Equity the counterparties’ obligations and its rights under the Financing PartyAgreements, including by suit or other appropriate proceeding to cause the lenders under the Financing to fund in accordance with their respective commitments if all conditions to funding the Financing in the applicable Financing Agreements have been satisfied or waived. Parent will keep the Company reasonably informed on a timely basis of the status of Parent’s obligations and Merger Sub’s efforts to arrange the Financing and to satisfy the conditions thereof, including, upon Company’s reasonable request, (A) advising and updating the Company, in a reasonable level of detail, with respect to status, proposed Closing Date and terms of the Financing Agreements for the Financing and (B) providing copies of the current drafts of all such Financing Agreements. If any portion of that amount of the Financing becomes reasonably likely to be unavailable on the terms and conditions contemplated by the applicable Financing Agreements, (i) Parent will promptly notify the Company and (ii) Parent will use its reasonable best efforts to arrange and obtain alternative financing from alternative sources in an amount sufficient to consummate the Transactions with terms and conditions not less favorable, taken as a whole, to Parent, Merger Sub and the rights Company than the terms and conditions set forth in the applicable Financing Agreements (“Alternative Financing”) as promptly as practicable following the occurrence of such event but no later than the final day of the Marketing Period. In such event, (1) the term “Financing” will be deemed to include the Alternative Financing, (2) the term “Debt Commitment Letters” will be deemed to include any commitment letters, engagement letters and fee letters with respect to any such alternative debt financing and (3) the term “Financing Agreements” will be deemed to include any definitive agreement with respect to the Alternative Financing. Notwithstanding anything contained in this Section 5.13 or in any other provision of this Agreement, in no event will Parent and Subor Merger Sub be required (i) under to amend or waive any of the Equity terms or conditions hereof or (ii) to consummate the Closing any earlier than the final day of the Marketing Period. For the avoidance of doubt, Parent will, directly or indirectly, make all proceeds of the Debt Financing Commitmentsreceived by Parent available to Merger Sub as are required for Merger Sub to perform its obligations hereunder. (b) Neither Parent nor Sub shall amendThe Company will provide to Parent, alterand will cause its Subsidiaries to provide, or waive, or agree to amend, alter or waive (at Parent’s cost and expense as provided in any case whether by action or inactionSection 5.13(c), any term of and will use reasonable best efforts to cause its Representatives to provide, all cooperation reasonably requested by Parent that is customary and necessary in connection with arranging, obtaining and syndicating the Equity Financing Commitments that and causing the conditions in the Financing Agreements to be satisfied, including using reasonable best efforts in (i) amends assisting with the preparation of offering and syndication documents and materials, including prospectuses, private placement memoranda, information memoranda, lender and investor presentations, rating agency materials and presentations, and similar documents and materials, in connection with the Financing (all such documents and materials, collectively, the “Offering Documents”), (ii) preparing and furnishing to Parent and the Financing Sources promptly with all Required Information to the extent it is available to the Company and all other information and disclosures relating to the Company and its Subsidiaries (including their businesses, operations, financial projections and prospects) as may be reasonably requested by Parent to assist in preparation of the Offering Documents, (iii) having the Company designate a member of senior management of the Company to participate in a reasonable number of presentations, road shows, due diligence sessions, drafting sessions and sessions with ratings agencies in connection with the Financing, including direct contact between such senior management of the Company and its Subsidiaries and Parent’s Financing Sources and potential lenders in the Financing, (iv) assisting Parent in obtaining any corporate credit and family ratings from any ratings agencies contemplated by the Debt Commitment Letters, (v) requesting the Company’s independent auditors to cooperate with Parent’s reasonable best efforts to obtain accountant’s comfort letters and consents from the Company’s independent auditors, if applicable, (vi) assisting in the preparation of, and executing and delivering, definitive financing documents, including guarantee documents, hedging agreements and other certificates and documents as may be reasonably requested by Parent, (vii) obtaining from the Company’s existing lenders such consents, approvals, authorizations and instruments which may be reasonably requested by Parent in connection with the Financing, (viii) obtaining from the Company’s existing banking lenders customary payoff letters, lien releases, instruments of termination or modifies any of discharge and (ix) cooperating with Parent to satisfy the conditions precedent to the receipt Financing to the extent within the control of the Equity Financing or imposes additional conditions precedent Company and its Subsidiaries, and taking all corporate actions, subject to the receipt occurrence of the Equity FinancingEffective Time, reasonably requested by Parent to permit the consummation of the Financing and to permit the proceeds thereof to be made available to the Surviving Corporation immediately upon the Effective Time; provided, however, that no obligation of the Company or any Company Subsidiary under any certificate, document, agreement or instrument (other than the representation letters referred to above) will be effective until the Effective Time and, none of the Company or any Company Subsidiary will be required to pay any commitment or other similar fee or incur any other liability (other than in connection with the authorization and representation letters referred to above) in connection with the Financing prior to the Effective Time. In connection with the foregoing, the Company will file with the SEC all Company Reports for the annual and quarterly fiscal periods ending on and after September 30, 2014 not later than (i) 90 days following the end of the Company’s fiscal year, in the case of annual reports on Form 10-K and (ii) 45 days following the end of each fiscal quarter of the Company, in the case of quarterly reports on Form 10-Q, all of which such Company Reports will be Compliant. The Company hereby consents to the use of the Company Subsidiaries’ logos in connection with the Financing in a form and manner agreed with the Company; provided, however, that such logos are used solely in a manner that is not intended, or reasonably likely, to harm or disparage the Company or any Company Subsidiary or the reputation or goodwill of the Company or any Company Subsidiary. The Company will, upon reasonable request of Parent, use its reasonable best efforts to upon obtaining knowledge thereof promptly update any Required Information (to the extent it is available) to be included in any Offering Document to be used in connection with such Financing so that Parent may ensure that any such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements contained therein not materially misleading. (c) Notwithstanding the requirements of Section 5.13(b), (i) solely Parent will be responsible for provision of any post-Closing pro forma financial information, including cost savings, synergies, capitalization, ownership or other pro forma adjustments (provided, that for the avoidance of doubt, the Company will provide Parent with customary reasonably available financial and other information relating to the Company and its Subsidiaries reasonably requested by Parent to allow Parent to prepare such pro forma financial information) and any financial projections of the Company for and after the Effective Time, (ii) adversely affects neither the rights Company nor any Company Subsidiary or their respective Representatives will be required to enter into any certificate, document, agreement or instrument which will be effective prior to the Effective Time, (iii) nothing herein will require cooperation contemplated thereby to the extent it would interfere unreasonably with the business or operations of the Company or any Company Subsidiary, (iv) none of the Company or any Company Subsidiary will be required to pay any commitment or other similar fee or incur any other liability in connection with the Financing prior to the Effective Time, (v) nothing herein will require cooperation or assistance from a Company director, officer or employee to the extent such Company director, officer or employee is reasonably likely to incur any personal financial liability by providing such cooperation or assistance that will not be repaid or reimbursed in full by Parent, (vi) delivery of any financial information in a form not customarily prepared by the Company or any financial information with respect to a fiscal period that has not yet ended, or has ended less than forty-five (45) days prior to the date of such request (or in the case of annual financials, ninety (90) days) or delivery of projections, (vii) delivery of any legal opinions or any certificate as to solvency, or (viii) the taking of any action that would conflict with or violate (x) the Company Charter or Company Bylaws, or result in the contravention of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or that would reasonably be expected to preventresult in a violation or breach of, impede or delay default under, any written agreement, contract, subcontract, lease, license understanding, instrument, note, bond, mortgage, indenture, option, warranty, insurance policy, benefit plan or other legally binding commitment to which the consummation Company or any of the Offer, the Merger or the Equity Financingits Subsidiaries is a party, in each casecase that are not contingent upon the Effective Time or (y) any applicable Laws. (d) Parent will promptly, without upon request by the prior written consent Company, reimburse the Company for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries in connection with the cooperation of the Company and its Subsidiaries contemplated by Section 5.13(b). Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of the Financing (including any action taken in accordance with this Section 5.13(d)) and any information used in connection therewith. (e) Parent and Merger Sub acknowledge and agree that the obtaining of Financing, or any Alternative Financing, is not a condition to Closing and reaffirm their obligation to consummate the Transactions irrespective and independently of the availability of the Financing or any Alternative Financing, subject to fulfillment or waiver of the conditions set forth in Article VI.

Financing. (a) Parent Parent, Amalgamation Sub and Sub the Guarantors shall takenot (without the prior written consent of the Company) consent or agree to any amendment, replacement, supplement or modification to, or cause to be takenany waiver of any provision under, all actions and do, or cause to be done, all things necessary or advisable to arrange and obtain the Equity Financing on the terms and conditions described in Commitment Letter if such amendment, replacement, supplement, modification or contemplated by the Equity Financing Commitments, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfied, including to waiver (i) maintain in effect decreases the Equity Financing Commitments; (ii) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term aggregate amount of the Equity Financing Commitments to an amount that would be less than an amount that would be required to consummate the Amalgamation and make the other payments required by Parent, Amalgamation Sub and the Amalgamated Company hereunder or otherwise contemplated in connection herewith, (iii) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede or delay the consummation of the OfferTransactions, or (iv) materially and adversely impacts the ability of Parent or Amalgamation Sub to enforce its rights against the other parties to the Equity Commitment Letter. Upon request, Parent shall furnish to the Company a copy of any replacement, amendment, modification, waiver or consent of or relating to the Equity Commitment Letter promptly upon execution thereof. Upon any replacement, amendment, supplement or modification of the Equity Commitment Letter made in compliance with this Section 7.07(a) (excluding any amendment for the sole purpose of joining or adding additional commitment parties thereto), Parent shall provide a copy thereof to the Company and the term “Equity Commitment Letter” shall mean the Equity Commitment Letter as so amended, replaced, supplemented or modified. Notwithstanding the foregoing, compliance by Parent with this Section 7.07 shall not relieve Parent or Amalgamation Sub of its obligation to consummate the Transactions whether or not the Equity Financing is available and each of Parent and Amalgamation Sub acknowledges that this Agreement, the Merger Amalgamation and the other Transactions are not contingent on Parent’s or Amalgamation Sub’s ability to obtain the Equity Financing, in each case, without the prior written consent of the Companyfinancing (or any alternative financing) or any specific term with respect to such financing.

Financing. (a) Parent Each of Parent, Midco and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange and obtain the Equity Financing on the terms and conditions described in or contemplated by the Equity Financing Commitments, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfied, a timely manner including to (i) maintain in effect the Equity Financing Commitments; Documents, (ii) satisfy satisfy, or cause its Representatives to satisfy, on a timely basis all conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments and otherwise Documents that are within its control, other than any condition where the failure to be so satisfied is a direct result of the Company’s failure to comply with its obligations in each case thereunder; under this Agreement, and (iii) in subject to the event that terms and conditions of the Financing Documents and the requirements of Section 2.02, draw upon and consummate the Financing at the Closing. Upon the satisfaction or, to the extent permitted by applicable Law, waiver of all conditions in Annex I have been satisfiedapplicable to Debt Financing, consummate each of Parent, Midco and Merger Sub shall use its reasonable best efforts (excluding, for the avoidance of doubt, the commencement of any litigation) to cause the Financing Sources and any other Persons providing the Debt Financing and the Equity Financing to fund the Debt Financing and the Equity Financing, respectively, on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing CommitmentsDate. (b) Neither If Parent, Midco or Merger Sub becomes aware that any portion of the Debt Financing has become unavailable on the terms and conditions contemplated in the Debt Financing Commitment, (A) Parent nor shall promptly so notify the Company, and (B) each of Parent, Midco and Merger Sub shall amenduse its reasonable best efforts to arrange to obtain alternative debt financing from the same or alternate sources, alteras promptly as practicable following the occurrence of such event, or waiveon terms and conditions no less favorable, or agree in the aggregate, to amendParent, alter or waive Midco and Merger Sub than those contained in the Debt Financing Commitment (as determined in any case whether by action or inactionthe reasonable judgment of Parent), any term of in an amount sufficient (assuming (1) the Equity Financing Commitments that is funded in accordance with the Equity Commitment Letter, (i2) amends or modifies any the contributions contemplated by the Contribution Agreements are made in accordance with the terms of the Contribution Agreements, and (3) the satisfaction of the conditions precedent to the receipt obligation of Parent, Midco and Merger Sub to consummate the Equity Merger as set forth in Section 8.01 and Section 8.02 or the waiver of such conditions by Parent) to consummate the Merger and other Transactions (the “Alternative Debt Financing”), and to enter into new definitive agreements with respect to such Alternative Debt Financing or imposes additional conditions precedent (the “Alternative Debt Financing Documents”) and Parent shall deliver to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede or delay the consummation of the Offer, the Merger or the Equity Financing, in each case, without the prior written consent of the Company.as promptly as practicable after such

Financing. (a) Subject to the terms and conditions of this Agreement, Parent and Sub shall will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange and obtain the Equity Financing on the terms and conditions described in the Debt Commitment Letters, and will not permit any amendment or contemplated by modification to be made to, or any waiver of any provision or remedy under, the Equity Financing CommitmentsDebt Commitment Letters if such amendment, modification or waiver would (i) reduce the aggregate amount of the Financing, or (ii) impose new or additional conditions, or otherwise amend, modify or expand any conditions, to the receipt of the Financing, in each the case prior of either clause (i) or (ii) above, in a manner that would reasonably be expected to when (A) materially delay or prevent the Closing Date, (B) make the funding of the Financing (or satisfaction of the conditions to obtaining the Closing Financing) materially less likely to occur or (C) materially adversely impact the ability of Parent or Merger Sub to enforce its rights against the other parties to the Debt Commitment Letters or the definitive agreements with respect thereto, the ability of Parent or Merger Sub to consummate the Transactions or the likelihood of consummation of the Transactions; provided, however, that Parent and Merger Sub may (i) amend the Debt Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letters as of the date of this Agreement or (ii) otherwise amend or replace the Debt Commitment Letters so long as (x) such amendment do not impose terms or conditions that would reasonably be expected to materially delay or prevent the Closing, (y) the terms are not, taken as a whole, materially less beneficial to Parent or Merger Sub, with respect to conditionality, than those in the Debt Commitment Letters as in effect on the date of this Agreement and (z) with respect to replacements, the replacement debt commitments otherwise satisfy the terms and conditions of an Alternative Financing set forth below. In the event of such amendment or replacement of the Debt Commitment Letters as permitted by the proviso to the immediately preceding sentence, the financing under such amended or replaced Debt Commitment Letters will be deemed to be “Financing” as such term is used in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfied, including this Agreement. Parent will use its reasonable best efforts to (iI) maintain in effect the Equity Financing Commitments; Debt Commitment Letters (iiincluding any definitive agreements entered into in connection therewith), (II) satisfy on a timely basis all conditions and covenants in the Financing Agreements applicable to Parent and Merger Sub to obtaining the Financing as promptly as reasonably practicable, (III) negotiate and enter into definitive agreements with respect to the Debt Commitment Letters on terms and conditions contained in the Equity Debt Commitment Letters or consistent in all material respects with the Debt Commitment Letters as promptly as reasonably practicable (such definitive agreements, together with the Debt Commitment Letters, the “Financing Commitments Agreements”) and otherwise comply with its obligations in each case thereunder; promptly upon execution thereof provide complete executed copies of such definitive agreements to the Company, (iiiIV) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on at or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (ivV) fully enforce each Equity the counterparties’ obligations and its rights under the Financing PartyAgreements, including by suit or other appropriate proceeding to cause the lenders under the Financing to fund in accordance with their respective commitments if all conditions to funding the Financing in the applicable Financing Agreements have been satisfied or waived. Parent will keep the Company reasonably informed on a timely basis of the status of Parent’s obligations and Merger Sub’s efforts to arrange the Financing and to satisfy the conditions thereof, including, upon Company’s reasonable request, (A) advising and updating the Company, in a reasonable level of detail, with respect to status, proposed Closing Date and material terms of the material definitive documentation for the Financing and (B) providing copies of the current drafts of all such definitive documentation. If any portion of that amount of the Financing necessary to consummate the Transactions becomes reasonably likely to be unavailable on the material terms and conditions contemplated by the applicable Financing Agreements, (i) Parent will promptly notify the Company and (ii) Parent will use its reasonable best efforts to arrange and obtain alternative financing from alternative sources in an amount sufficient to consummate the Transactions with terms and conditions not materially less favorable, taken as a whole, to Parent, Merger Sub and the rights Company than the terms and conditions set forth in the applicable Financing Agreements (“Alternative Financing”) as promptly as practicable following the occurrence of Parent such event. In such event, (1) the term “Financing” as used in this Agreement will be deemed to include any such alternative debt financing, (2) the term “Financing” will be deemed to include the Alternative Financing, (3) the term “Debt Commitment Letters” will be deemed to include any commitment letters with respect to any such alternative debt financing and Sub(4) under the Equity term “Financing CommitmentsAgreements” will be deemed to include any definitive agreement with respect to the Alternative Financing. (b) Neither Parent nor Sub shall amendThe Company will provide to Parent, alterand will cause its Subsidiaries to provide, or waive, or agree to amend, alter or waive (at Parent’s cost and expense as provided in any case whether by action or inactionSection 6.13(d), any term of and will use reasonable best efforts to cause its Representatives to provide, all cooperation reasonably requested by Parent that is customary and necessary in connection with arranging, obtaining and syndicating the Equity Financing Commitments that and causing the conditions in the Financing Agreements to be satisfied, including using reasonable best efforts in (i) amends or modifies any assisting with the preparation of offering and syndication documents and materials, including prospectuses, private placement memoranda, information memoranda and packages, lender and investor presentations, rating agency materials and presentations, and similar documents and materials, in connection with the conditions precedent Financing, and providing reasonable and customary authorization letters to the receipt Financing Sources authorizing the distribution of information to prospective lenders and containing customary information (all such documents and materials, collectively, the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing“Offering Documents”), (ii) adversely affects preparing and furnishing to Parent and the rights of, or remedies Financing Sources as promptly as practicable with all Required Information to the extent it is available to, to the Company under and all other information and disclosures relating to the Equity Financing CommitmentsCompany and its Subsidiaries (including their businesses, or operations, financial projections and prospects) as may be reasonably requested by Parent to assist in preparation of the Offering Documents, (iii) would having the Company designate a member of senior management of the Company to participate in a reasonable number of presentations, road shows, due diligence sessions, drafting sessions and sessions with ratings agencies in connection with the Financing, including direct contact between such senior management of the Company and its Subsidiaries and Parent’s Financing Sources and potential lenders in the Financing, (iv) assisting Parent in obtaining any corporate credit and family ratings from any ratings agencies contemplated by the Debt Commitment Letters, (v) requesting the Company’s independent auditors to cooperate with Parent’s reasonable best efforts to obtain accountant’s comfort letters and consents from the Company’s independent auditors, (vi) assisting in the preparation of, and executing and delivering, definitive financing documents, including guarantee and collateral documents, hedging agreements and other certificates and documents as may be requested by Parent, and (vii) subject to any contractual agreement in effect facilitating the pledging of collateral for the Financing, including taking commercially reasonable actions necessary to permit the Financing Sources to evaluate the Company’s and its Subsidiaries’ real property and current assets, cash management and accounting systems, policies and procedures for the purpose of establishing collateral arrangements and establishing, as of the Effective Time, bank and other accounts and blocked account agreements and lockbox arrangements in connection with the Financing, (viii) using commercially reasonable efforts to assist the Financing Sources in benefiting from the existing lending relationships of the Company and the Company Subsidiaries, (ix) obtaining from the Company’s existing lenders such consents, approvals, authorizations and instruments which may be reasonably requested by Parent in connection with the Financing and collateral arrangements, including customary payoff letters, lien releases, instruments of termination or would discharge, (x) preparing and delivering to Parent any supplements to the above information as may be required pursuant to the Debt Commitment Letters and (xi) cooperating with Parent to the extent within the control of the Company and its Subsidiaries, and taking all corporate actions, subject to the occurrence of the Effective Time, reasonably be expected requested by Parent to prevent, impede or delay permit the consummation of the OfferFinancing and to permit the proceeds thereof to be made available to the Surviving Corporation immediately upon the Effective Time; provided, however, that (A) no obligation of the Company or any Company Subsidiary under any certificate, document, agreement or instrument will be effective until the Effective Time, (B) none of the Company or any Company Subsidiary will be required to pay any commitment or other similar fee or incur any other liability in connection with the Financing prior to the Effective Time and (C) none of the boards of directors (or equivalent bodies) of the Company or any Company Subsidiary shall be required to enter into any resolutions or take similar action approving the Financing. In connection with the foregoing, the Merger Company will file with the SEC all Company Reports for the annual and quarterly fiscal periods ending on and after December 31, 2011 as soon as practicable but in any event not later than the time period required by law. The Company hereby consents to the use of the Company Subsidiaries’ logos in connection with the Financing in a form and manner mutually agreed with the Company; provided, however, that such logos are used solely in a manner that is not intended, or reasonably likely, to harm or disparage the Company or any Company Subsidiary or the Equity reputation or goodwill of the Company or any Company Subsidiary. The Company will, upon request of Parent, use its reasonable best efforts to periodically update any Required Information (to the extent it is available) to be included in any Offering Document to be used in connection with such Financing so that Parent may ensure that any such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading. (c) Notwithstanding the requirements of Section 6.13(b), (i) solely Parent will be responsible for provision of any post-Closing pro forma financial information, including cost savings, synergies, capitalization, ownership or other pro forma adjustments (provided, that for the avoidance of doubt, the Company will provide Parent with financial and other information relating to the Company and its Subsidiaries reasonably requested by Parent to allow Parent to prepare such pro forma financial information) and any financial projections of the Company for and after the Effective Time, (ii) neither the Company nor any Company Subsidiary or their respective Representatives will be required to enter into any certificate, document, agreement or instrument which will be effective prior to the Effective Time, (iii) nothing herein shall require cooperation contemplated thereby to the extent it would interfere unreasonably with the business or operations of the Company or any Company Subsidiary, (iv) none of the Company or any Company Subsidiary will be required to pay any commitment or other similar fee or incur any other liability in connection with the Financing prior to the Effective Time, and (iv) nothing herein will require cooperation or assistance from a Company director, officer or employee to the extent such Company director, officer or employee is reasonably likely to incur any personal financial liability by providing such cooperation or assistance that will not be repaid or reimbursed in full by the Parent. (d) Parent will promptly, upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries in connection with the cooperation of the Company and its Subsidiaries contemplated by Section 6.13(b). Parent will indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the arrangement of the Financing (including any action taken in accordance with this Section 6.13) and any information used in connection therewith, except with respect to any information relating to the Company provided in writing by the Company or any of its Subsidiaries. (e) Parent and Merger Sub acknowledge and agree that the obtaining of Financing, in each caseor any Alternative Financing, without is not a condition to Closing and reaffirm their obligation to consummate the prior written consent transactions contemplated by this Agreement irrespective and independently of the Companyavailability of the Financing or any Alternative Financing, subject to fulfillment or waiver of the conditions set forth in ARTICLE VII.

Financing. (a) Subject to the terms and conditions of this Agreement, Parent and 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 necessary, proper or advisable to arrange and obtain consummate, on a timely basis, on or prior to the Equity Closing Date, the Financing contemplated by the Commitment Letters on the terms and conditions described in or contemplated by the Equity Financing Commitments, in each case prior set forth therein (subject to when the conditions any “flex” provisions applicable to the Closing set forth in Article IX (other than those conditions Debt Financing; provided that by their nature cansuch “flex” provisions would not be satisfied until adversely affect the Closing Date) are satisfied, including amount or availability of the Debt Financing). Parent shall use its reasonable best efforts to (i) maintain in effect the Equity Financing Commitments; Commitment Letters and comply with its obligations and conditions thereunder, (ii) negotiate and enter into definitive agreements on a timely basis with respect to the Financing on terms and conditions (subject to any “flex” provisions applicable to the Debt Financing; provided that such “flex” provisions would not adversely affect the amount or availability of the Debt Financing) contained in the Commitment Letters or otherwise no less favorable to Parent with respect to timing, amount or conditions than those contained in the Commitment Letters (the “Financing Agreements”), and (iii) satisfy (or have waived) on a timely basis all conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments and otherwise comply with Commitment Letters that are within its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on control at or prior to the date Closing (including the Closing is payment of any commitment, engagement or placement fees required as a condition to occur pursuant to Section 2.01(dthe Debt Financing); , and (iv) fully enforce each Equity Financing Party’s otherwise comply in all material respects with its obligations (and the rights of Parent and Sub) under the Equity Commitment Letters (including the Financing Commitments. (b) Neither Agreements). Parent nor Sub shall amendkeep the Company reasonably informed of material developments in respect of Parent’s efforts to arrange the Financing, alter, or waive, or agree including any changes to amend, alter or waive (in any case whether by action or inaction), any term the respective amounts of the Debt Financing and Equity Financing Commitments that (i) amends or modifies any of the conditions precedent Financing. Prior to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede or delay the consummation of the Offer, the Merger or the Equity Financing, in each caseClosing, without the prior written consent of the Company, Parent shall not agree to, or permit, any amendment, modification or supplement of, or waiver under, the Commitment Letters to the extent such amendment, modification, supplement or waiver would (i) reduce the aggregate amount to be funded under the Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing or similar fees) unless (x) in the case of a reduction in the Debt Financing, the Equity Financing is increased by a corresponding amount or (y) in the case of a reduction in the Equity Financing, the Debt Financing is increased by a corresponding amount, (ii) amend, modify or supplement the conditions or contingencies to the Financing in a manner that would reasonably be expected to make it less likely the Financing will be funded or imposes new or additional conditions or expands any existing condition to the receipt of the Financing at the Closing or (iii) be reasonably expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement. Parent shall promptly deliver to the Company true and completed copies of any such amendment, supplement, modification or waiver (which, in the case of fee letters, may be redacted to omit numerical amounts and certain economic “flex” terms, none of which would adversely affect the amount or availability of the Debt Financing). Notwithstanding the foregoing, (x) Parent may amend the Commitment Letters to add investors, lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letters as of the date hereof and, in connection therewith, amend the economic and other arrangements with respect to the existing and additional investors, lenders, lead arrangers, bookrunners, syndication agents or similar entities, if the addition of such additional parties and amendment of additional terms do not adversely impact the aggregate amount of the Financing to be funded at the Closing and (y) in the event that Parent is required pursuant to this Section 7.11 to provide any information that is subject to attorney-client or similar privilege, Parent may withhold disclosure of such information so long as Parent gives notice to the Company of the fact that it is withholding such information and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to waive the applicable privilege or protection. (b) In the event any portion of the Equity Financing or the Debt Financing becomes unavailable on the terms and conditions (including any “flex” provisions applicable to the Debt Financing) contemplated in the Investment Agreements or the Debt Commitment Letters, as applicable, and such portion is necessary to fund the transactions contemplated by this Agreement, Parent shall promptly notify the Company and shall, (i) with respect to the Equity Financing, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange to obtain as promptly as practicable alternative equity financing from alternative sources for such portion (x) on terms and conditions not materially less favorable to the Company than the Investment Agreements and (y) in an amount equal to the amount of the Equity Financing and (ii) with respect to the Debt Financing, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange to obtain as promptly as practicable alternative debt financing from alternative sources for such portion (x) on terms and conditions not materially less favorable to Parent than the Debt Commitment Letters and (y) in an amount equal to the amount of the Debt Financing, such that the amount of alternative financing obtained under (i) and (ii) equals an amount sufficient to consummate the Merger. To the extent that Parent is unable to obtain any amount of alternative equity financing to replace the Equity Financing, Parent shall draw upon any additional amounts available under the Debt Financing to cover the shortfall. If obtained, Parent shall promptly deliver to the Company true and complete copies of a new equity commitment or a new debt financing commitment, as applicable, pursuant to which any such alternative source shall have committed to provide Parent with any portion of the Equity Financing or the Debt Financing, as applicable. References in this Agreement to (i) the “Equity Financing” shall include the equity financing contemplated by the Investment Agreements as amended, modified or replaced and references in this Agreement to the “Debt Financing” shall include the debt financing contemplated by the Debt Commitment Letters as amended, modified or replaced, (ii) the Investment Agreements and the “Debt Commitment Letters” shall include such documents as amended, modified or replaced and (iii) “Equity Financing Sources” and “Debt Financing Sources” shall include the providers of equity or debt financing, as applicable, under such documents as amended, modified or replaced (in the case of each of clauses (i), (ii) and (iii), including replacement with alternative financing and alternative equity or debt financing commitments (as applicable) pursuant to this Section 7.11 from and after such amendment, modification or replacement); provided, that fee letters or side letters which do not contain “flex” or other provisions which affect the terms or conditions of the Debt Financing shall not be required to be provided. (c) Parent acknowledges and agrees that the obtaining of the Financing or any alternate Financing pursuant to Section 7.11(b) is not a condition to the Closing and reaffirms its obligation to consummate the transactions contemplated by this Agreement irrespective and independently of the availability of the Financing or any alternative Financing. (d) The Company shall use its reasonable best efforts to provide, and to cause its Subsidiaries and its and their Representatives to provide, to Parent such reasonable cooperation that is customary in connection with the arrangement of the Debt Financing, as may be reasonably requested by Parent, including by using its reasonable best efforts to (i) upon reasonable advance notice, cause members of senior management and the Representatives of the Company and its Subsidiaries to be available to participate in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with ratings agencies, in each case in connection with the Debt Financing, (ii) furnish as promptly as reasonably practicable to the Parent and the Debt Financing Sources the Required Information as to the Company and its Subsidiaries and assist the Parent with the preparation of customary materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Debt Financing (the “Offering Documents”), in each case to the extent, and solely to the extent, such materials relate to information concerning the Company and its Subsidiaries, (iii) assist Parent in preparing pro forma financial statements if Parent determines such pro forma financial statements are legally required or customary in connection with the Debt Financing (or if reasonably requested by the Debt Financing Sources), it being understood that the Company need only assist in the preparation thereof, but shall not be required to prepare independently any separate pro forma financial statements, (iv) upon Parent’s request, issuing customary representation letters to the Company’s independent registered public accounting firm and using reasonable best efforts to obtain, consistent with customary practice consent to SEC filings and offering memoranda that include or incorporate the Company’s consolidated financial information and their reports thereon, in each case, to the extent such consent is required, customary reports and customary comfort letters (including “negative assurance” comfort) from the Company’s registered public accounting firm with respect to financial information and consents to the use of such accountants’ audit reports relating to the Company and its Subsidiaries, (v) provide customary authorization letters to the Debt Financing Sources (including with respect to the absence of material non-public information concerning the Company and its Subsidiaries in the public side version of documents delivered to prospective lenders) and, to the extent necessary, consents of accountants for use of their reports in any materials relating to the Debt Financing, (vi) provide all documentation and other information as is required by applicable “know your customer” and anti-money laundering rules and regulations including without limitation the USA PATRIOT Act to the extent reasonably requested at least five (5) Business Days prior to the anticipated Closing Date, (vii) subject to Section 7.11(j), assist in the preparation of and executing and delivering one or more credit agreements, indentures, purchase agreements, pledge and security documents, mortgages, guarantees and other definitive financing documents or other certificates or documents as may reasonably be requested by Parent, (viii) subject to Section 7.11(j), take all reasonable actions requested by Parent necessary to permit the Debt Financing Sources to evaluate the Company’s assets and cash management policies and procedures relating thereto for the purposes of establishing collateral arrangements as of the Closing and to cooperate with other due diligence conducted by the Debt Financing Sources, (ix) subject to Section 7.11(j), take all corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent or its Debt Financing Sources that are necessary or customary to permit the consummation of the Debt Financing, (x) subject to Section 7.11(j), obtain customary evidence of authority, customary officer’s certificates, good standing certificates (to the extent applicable) in the respective jurisdictions of organization of the Company and its Subsidiaries, customary lien searches with respect to the Company and its Subsidiaries and insurance certificates, as is customary and to the extent reasonably requested by Parent or its Debt Financing Sources in connection with the closing of the Debt Financing, (xi) allow the Debt Financing Sources to have access to the existing lending relationships of the Company and its Subsidiaries and (xii) effecting the payoff of the Company Credit Agreement concurrently with the Closing. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing; provided, however, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries. (e) The Company and its Subsidiaries shall use their reasonable best efforts to periodically update any Required Information provided to Parent as may be necessary so that such Required Information (i) is Compliant and (ii) meets the applicable requirements set forth in the definition of “Required Information”. In addition, if, in connection with a marketing effort contemplated by the Debt Commitment Letters, Parent reasonably requests the Company to file a Current Report on Form 8-K pursuant to the Exchange Act that contains material non-public information which Parent in consultation with the Company and the Debt Financing Sources reasonably determines to include in a customary offering memorandum for the Debt Financing, then the Company shall promptly file such Current Report on Form 8-K. (f) At the reasonable request of Parent, upon reasonable advance notice, the Company shall, and shall cause its Subsidiaries to, promptly take such actions in respect of the Company Notes, including as set forth in Section 7.12, and to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to effect the release (and provide evidence of such release) of all Liens and guarantees provided in respect of the Company Notes upon consummation of the Company Notes Redemption. (g) The Company shall (i) negotiate a customary payoff letter with BMO ▇▇▇▇▇▇ Bank, N.A. with respect to the Company Credit Agreement, in form and substance reasonably satisfactory to Parent, and (ii) deliver or cause to be delivered such payoff letter to Parent on or prior to the Closing. (h) All non-public or otherwise confidential information regarding the Company obtained by the Acquirer Parties or their Representatives pursuant to Section 7.11(c) shall be kept confidential in accordance with the Confidentiality Agreement; provided, that notwithstanding the terms of the Confidentiality Agreement, upon reasonable advance notice to the Company, Parent may provide such information to potential sources of capital and to rating agencies and prospective lenders during syndication of the Debt Financing subject to customary confidentiality arrangements with such Persons regarding such information. (i) Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 7.11 and Section 7.12 shall require, and in no event shall the reasonable best efforts of Parent or its Subsidiaries be deemed or construed to require, Parent or any of its Subsidiaries to (i) pay any fees in excess of those contemplated in the Debt Commitment Letters (whether to secure waiver of any conditions contained therein or otherwise), (ii) amend or waive any of the terms or conditions hereof or (iii) consummate the Closing at any time prior to the date determined in accordance with Section 2.2; provided that obtaining the Financing is not a condition to the Closing. (j) Notwithstanding anything to the contrary contained in this Agreement, (i) nothing in this Agreement shall require any cooperation by the Company, its Subsidiaries or any of their respective Representatives to the extent that (A) it would require the Company to pay any commitment or other fees, reimburse any expenses or othe

Financing. (a) From and after the date hereof until the earlier of the Completion or the termination of this Agreement pursuant to and in accordance with Article IX, in a timely manner so as not to delay the Completion, Parent and Sub shall use its reasonable best efforts to (i) take, or cause to be taken, all actions appropriate action, and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange and obtain consummate, no later than the Equity date the Completion is required to occur pursuant to this Agreement, the Financing on the terms and conditions described in or contemplated by the Equity Financing Commitments, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfied, including to (i) maintain in effect the Equity Financing Commitments; Debt Agreement and (ii) satisfy or cause to be satisfied (or waived) on a timely basis all conditions and covenants applicable to Parent and Sub funding described in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Debt Agreement. Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede or delay the consummation of the Offer, the Merger or the Equity Financing, in each casenot, without the prior written consent of the Company, agree to, or permit, any amendment, restatement, amendment and restatement, replacement, supplement, or other modification of, or waiver or consent under, any provision of the Debt Agreement that would (i) reasonably be expected to adversely affect the occurrence of Completion, (ii) reduce the aggregate amount of the Financing below the amount required at Completion, (iii) impose new or additional conditions precedent to the funding of the Financing or expand upon any existing conditions precedent to the funding of the Financing described in the Debt Agreement that would make the funding of the Financing less likely to occur in any material respect or (iv) affect the ability of Parent to enforce its rights against the other parties to the Debt Agreement. Upon the Company’s written request, Parent shall deliver to the Company copies of any amendment, restatement, amendment and restatement, replacement, supplement, modification, waiver or consent with respect to the Debt Agreement promptly following the effectiveness thereof. (b) In the event any portion of the Financing contemplated by the Debt Agreement becomes unavailable regardless of the reason therefor (as determined by Parent in its reasonable discretion), (i) Parent shall notify the Company in writing of such unavailability and the reason therefor and (ii) Parent shall use its reasonable best efforts, and shall cause each of its Subsidiaries to 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 sources (the “Alternative Financing”) in an amount sufficient, when taken together with cash of Parent and its Subsidiaries and the other sources of funds immediately available to Parent at the Completion to pay the Financing Amounts and on terms and conditions that, in respect of certainty of funding, either (x) are equivalent to (or more favorable to Parent than) the conditions set forth in the Debt Agreement or (y) would not be expected to prevent, delay or impede Completion. Upon the Company’s written request, Parent shall deliver to the Company true, correct and complete copies of all contracts pursuant to which any alternative financing source shall have committed to provide any portion of the Alternative Financing promptly following the effectiveness thereof (with any fee letters or “flex” rights redacted in a customary manner as described in Section 6.2(A)(e)(ii)). In addition to the foregoing, the Parent may also obtain Alternative Financing at its sole discretion which replaces the Financing, so long as the Parent is able to give the representations set forth in Section 6.2(A)(e) with respect to such Alternative Financing as at the date such Alternative Financing becomes effective (with references to “date hereof,” the “Financing,” “Financing Sources” and “Debt Agreement” (and other like terms) in that section deemed to have been replaced with references to the date such Alternative Financing, the commitments thereunder and the agreements with respect thereto becomes effective). (c) Parent shall provide the Company prompt written notice (i) of any expiration or termination of, or any material breach, default or violation by any party to, the Debt Agreement and (ii) of the receipt by Parent of any notice or other communication, in each case from any Financing Source with respect to any (x) material breach, default, violation, termination or repudiation by any party to the Debt Agreement or (y) material dispute or disagreement between or among Parent, on the one hand, and the Financing Sources, on the other hand, including any dispute or disagreement with respect to the obligation to fund the Financing or the amount of the Financing to be funded at Completion. To the extent requested in writing by the Company from time to time, Parent shall promptly provide the Company with updates on a reasonably current basis on the status of the Financing. Parent shall, to the extent not publicly filed, provide copies of all executed credit agreements and indentures and any amendments, modifications, replacements or waivers relating to the Financing or any Indebtedness that is a takeout to the Financing (or notice that such documents have been publicly filed). (d) Notwithstanding anything contained in this Agreement to the contrary, Parent expressly acknowledges and agrees that its obligations under this Agreement, including its obligations to consummate the Completion, are not conditioned in any manner upon Parent obtaining the Financing or any other financing. To the extent Parent obtains Alternative Financing pursuant to Section 7.6(b) or amends, replaces, supplements, modifies or waives any of the Financing, references to the “Financing,” “Financing Sources” and “Debt Agreement” (and other like terms in this Agreement) shall be deemed to refer to such Alternative Financing, the commitments thereunder and the agreements with respect thereto, or the Financing as so amended, replaced, supplemented, modified or waived.

Financing. (a) Subject to the terms and conditions of this Agreement, Parent shall (and Sub shall cause its Affiliates 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 necessary, proper or advisable to arrange consummate and obtain the Equity Financing on the terms and conditions described in or contemplated by the Equity Financing Commitments, in each case prior subject only to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfiedEquity Funding Letter, including using commercially reasonable efforts to (i) comply with its obligations under the Equity Funding Letter, (ii) maintain in effect the Equity Financing Commitments; Funding Letter, (iiiii) satisfy (and cause its Affiliates to satisfy) on a timely basis all conditions and covenants contained in the Equity Funding Letter that are applicable to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (Affiliates and the rights definitive agreements related thereto, including the payment of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amendany commitment, alter, engagement or waive, or agree placement fees required as a condition to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, as applicable, (iiiv) adversely affects if all conditions to the Equity Financing have been satisfied in accordance with the Equity Funding Letter, cause the Persons committing to fund the Equity Financing to fund the Equity Financing at the Closing and (v) enforce its rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected Funding Letter and the definitive agreements relating to prevent, impede or delay the consummation of the Offer, the Merger or the Equity Financing. Parent shall give the Company prompt notice upon having knowledge of any actual or potential breach, default, termination or repudiation by any party to the Equity Funding Letter or any of the definitive documents related to the Financing. Other than as set forth in each casethis Section 6.15, Parent shall not, without the prior written consent of the Company, amend, modify, supplement or waive any provision of the Equity Funding Letter to the extent such amendment, modification, supplement or waiver (A) would reasonably be expected to have the effect of (1) adversely affecting the ability of Parent to timely consummate the Transactions or (2) delaying the Closing or (B) contains conditions and other terms that would reasonably be expected to affect the availability of the Equity Financing that are more onerous, taken as a whole, than those conditions and terms contained in the Equity Funding Letter as of the date hereof. (b) [Intentionally Omitted]. (c) Prior to the Effective Time, the Company shall (and shall cause the Company’s wholly-owned Subsidiaries to) use commercially reasonable efforts to provide, and shall use its commercially reasonable efforts to cause any Representative retained by the Company to provide, all cooperation reasonably requested by Parent in connection with any debt financing by Parent, including the Debt Financing, including: (i) participating in (including making appropriate officers of the Company and its subsidiaries available for) meetings (including with prospective Debt Financing Sources), drafting sessions, road shows, due diligence sessions and rating agency presentations; (ii) furnishing Parent and Debt Financing Sources with, (x) audited consolidated balance sheets and related statements of income and cash flows for the Company for the three most recently completed fiscal years of the Company ended at least 90 days prior to the Closing Date and (y) unaudited consolidated balance sheets and related statements of income and cash flows for each fiscal quarter (other than the fourth fiscal quarter) after the date of the most recent financial statements delivered pursuant to the foregoing clause (x) and ended at least 45 days prior to the Closing Date (such information, the “Required Financial Information”); provided, however, that the Required Financial Information shall be deemed to have been furnished to Parent and to the Debt Financing Sources to the extent included in the Company’s periodic reports under the Exchange Act as and when filed with the SEC; (iii) assisting Parent and the Debt Financing Sources in the preparation of (A) a customary bank information memorandum (including delivery of customary representation letters to the extent required by the Debt Commitment Letter) (as well as a public-side version thereof) for the Debt Financing and any other debt financing by Parent, (B) materials for rating agency presentations and (C) prospectuses, offering memoranda and private placement memoranda (including any pro forma financial statements included therein); (iv) reasonably cooperating with the marketing and syndication efforts of Parent and the Debt Financing Sources to the extent required in connection with the Debt Financing; (v) instructing the Company, its Affiliates and its and their respective Representatives to reasonably cooperate with Parent in Parent’s and its lenders’ due diligence investigation in connection with the Debt Financing of the Company; (vi) using its commercially reasonable efforts to cause its current or former independent accountants to provide assistance and cooperation in the Debt Financing (including any offering of debt securities) or any other debt financing by Parent, including (A) participating in a reasonable number of drafting sessions and accounting due diligence sessions, (B) providing any necessary written consents to use their audit reports relating to the Company and the Company Subsidiaries and to be named as an “Expert” in any document related to any Debt Financing (including any offering of debt securities) or any other debt financing by Parent and (C) providing any customary “comfort” letters (including customary “negative assurance” comfort); (vii) assisting Parent with the preparation of any definitive agreements related to the financing contemplated by the Debt Commitment Letter by providing any information related to the Company that is required to be delivered thereunder (including any schedules thereto); (viii) executing and delivering (or using commercially reasonable efforts to obtain) customary certificates, accountants’ comfort letters (which shall provide “negative assurance” comfort), consents, legal opinions and negative assurance letters in connection with the Debt Financing or any other debt financing by Parent; (ix) using commercially reasonable efforts to pledge collateral and grant guaranties in connection with the Debt Financing or any other debt financing by Parent, including delivery of certificates representing equity interests constituting collateral, intellectual property filings with respect to intellectual property constituting collateral and mortgages with respect to owned real property constituting collateral; (x) facilitating the receipt of documentation that will evidence the repayment of existing Indebtedness of the Company and the Company Subsidiaries, guarantee releases and releases of any Liens securing existing Indebtedness of the Company and the Company Subsidiaries, in each case upon the repayment of such Indebtedness substantially concurrently with the initial funding of the Debt Financing (including providing executed and customary payoff letters in respect of existing Indebtedness for borrowed money, which provide for the termination of all commitments of the lenders thereof, the payment and satisfaction of all obligations of the Company and the Company Subsidiaries in connection therewith (other than customary indemnity and other obligations that survive the repayment of Indebtedness) and the release of all Liens on the Company’s and the Company Subsidiaries’ properties and assets securing the Company’s and the Company Subsidiaries’ obligations in connection therewith); (xi) providing the Debt Financing Sources and any other financing sources in connection with a debt financing by Parent with all customary documentation and other information required by regulatory authorities and as reasonably requested by Parent or the Debt Financing Sources with respect to the Company and the Company Subsidiaries in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, Title III of Pub. L. 107-56 (signed into law October 26, 2001); (xii) consenting to the reasonable use of the Company’s and the Company Subsidiaries’ trademarks, service marks or logos in connection with the Debt Financing or any other debt financing by Parent prior to the Closing Date; and (xiii) providing customary authorization letters and confirmations to the Debt Financing Sources authorizing the distribution of information to prospective lenders and containing customary representations to the Debt Financing Sources; provided that the Company and the Company Subsidiaries shall not be required to pay any commitment or other similar fee or incur any other liability in connection with the Financing or any other financing by Parent; provided further, that (A) nothing herein shall require any cooperation to the extent it would interfere unreasonably with the business or operations of the Company and the Company Subsidiaries, (B) neither the Company nor any Company Subsidiary shall be required to take any corporate action with respect to any Debt Financing (including with respect to any board approvals) or other financing by Parent prior to the Closing Date, and (C) the effectiveness of any documentation executed by the Company or the Company Subsidiaries with respect thereto (solely in the case of the Company and the Company Subsidiaries) shall be subject to the consummation of the Closing (and the Company and the Company Subsidiaries shall not be required to execute any solvency, 10b-5 or other certificates prior to the Closing other than the authorization letters referred to in clause (xiii) above). Parent acknowledges and agrees that none of the Company or any of the Company Subsidiaries or any of their respective managers, directors, officers, employees, representatives and advisors (including legal, financial and accounting advisors) shall incur any liability to any person under or in connection with the Financing or any other financing by Parent prior to the Closing. Except in the case of losses arising or resulting from fraud, intentional or willful misrepresentation, gross negligence, willful misconduct or willful concealment, in each case as determined by a final, non-appealable judgment by a court of competent jurisdiction, Parent shall indemnify and hold harmless the Company and the Company Subsidiaries and their respective managers, directors, officers, employees, representatives and advisors (including legal, financial and accounting advisors) from and against any and all liabilities, costs and expenses suffered or incurred by them in connection with the arrangement of the Financing, any alternative Financing or any other financing by Parent for which cooperation is requested under this Section 6.15 and any information utilized in connection therewith (other than information provided by or on behalf of the Company expressly for use in connection therewith). Parent shall, upon the request of the Company, promptly reimburse the Company for all documented out-of-pocket costs or expenses reasonably incurred by the Company in connection with cooperation provided for in this Section 6.15. (d) In furtherance of the foregoing, the Company shall, and shall cause its Subsidiaries to, deliver all customary notices and take all other reasonably necessary actions to facilitate the termination on the Closing Date of all commitments in respect of the Indebtedness set forth on Section 6.15(d) of the Company Disclosure Letter, the repayment in full on the Closing Date of all obligations in respect of such Indebtedness, and the release on the Closing Date of any Liens securing such Indebtedness and guarantees in connection therewith. In furtherance and not in limitation of the foregoing, the Company and its Subsidiaries shall use reasonable best efforts to deliver to Parent prior to the Closing an executed payoff letter with respect to the Indebtedness set forth on Section 6.15(d) of the Company Disclosure Letter (each, a “Payoff Letter”) in form and substance customary for transactions of this type, from the applicable agent on behalf of the persons to whom such Indebtedness is owed, which Payoff Letter together with any related release documentation shall, among other things, include the payoff amount and provide that Liens (and guarantees), if any, granted in connection with the Indebtedness set forth on Section 6.15(d) of the Company Disclosure Letter relating to the assets, rights and properties of the Company and its Subsidiaries securing or relating to such Indebtedness, shall, upon the payment of the amount set forth in the applicable Payoff Letter at or prior to the Effective Time, be released and terminated. The obligations of the Company pursuant to this Section 6.15(d) shall be subject to Parent or Merger Sub providing or causing to be provided all funds required to effect all such repayments at or prior to the Effective Time; provided that, no such repayment shall be required to be made prior to the Effective Time. (e) For the avoidance of doubt, Parent and Merger Sub expressly acknowledge and agree that their respective obligations to consummate the Transactions are not subject to any condition or contingency with respect to receipt of the Debt Financing or any financing or funding by any third party.

Financing. (a) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall take, or cause use its reasonable best efforts to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange and obtain the Equity Financing on the terms and conditions described in or contemplated by the Equity Financing Commitments, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfiedDocuments, including to (i) maintain maintaining in effect the Equity Financing Commitments; Documents until the Transactions are consummated, (ii) satisfy satisfying on a timely basis all conditions to the closing of and covenants 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 Sub in other fees arising under the Equity Financing Commitments Documents as and otherwise comply with its obligations in each case when they become due and payable thereunder; , (iii) in consummating the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on at or prior to the date the Closing is required to occur pursuant to Section 2.01(d); Effective Time and (iv) fully enforce each Equity Financing Party’s subject to Section 9.08, enforcing the parties’ funding obligations (and the rights of Parent and Merger Sub) under the Equity Financing CommitmentsDocuments to the extent necessary to fund the Merger Consideration; provided that Parent and/or Merger Sub may amend or modify the Financing Documents, and/or elect to replace all or any portion of the Debt Financing with alternative debt financing (the “Alternative Financing”), in each case only so long as (A) the aggregate proceeds of the 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 Merger Consideration and (2) any other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby and (B) such amendment or modification or the Alternative Financing would not prevent, materially delay or materially impede or impair the ability of Parent and Merger Sub to consummate the Transactions. Parent shall deliver to the Company true and complete copies of all Contracts or other arrangements pursuant to which any alternative sources have committed to provide the Alternative Financing (the “Alternative Financing Documents”) as promptly as practicable after execution thereof. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Documents, Parent shall promptly notify the Company. (b) Neither Subject to the terms and conditions of this Agreement, Parent nor and Merger Sub shall amend, alter, or waive, or agree not to amend, alter modify or waive (in any case whether by action or inaction), any term provision of the Equity Financing Commitments that Documents, if such amendment, modification or waiver reduces (ior would reduce) the aggregate amount of the Financing or imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede or delay the consummation of the Offer, the Merger or the Equity Financingin a manner that, in each case, without would be expected to prevent or materially delay or otherwise materially and adversely affect the prior written consent ability of Parent or Merger Sub to consummate the Transactions. Parent shall give the Company prompt notice (i) upon becoming aware of any breach of any material provision of the Financing Documents relating to the Equity Financing, the Financing Documents relating to the Debt Financing or any material Alternative Financing Documents, or termination of any such Financing Document by any party to such Financing Document or (ii) upon the receipt of any written notice from any party to a Financing Document with respect to any threatened breach of any material provision of the Financing Documents relating to the Equity Financing, the Financing Documents relating to the Debt Financing or any material Alternative Financing Documents, or threatened termination of any such Financing Document. (c) Notwithstanding anything to the contrary contained in this Agreement, nothing contained in Section 6.07 shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to pay any fees in excess of, or agree to “market flex” provisions less favorable to Parent, Merger Sub or the Surviving Corporation (or any of their Affiliates) than, those contemplated by the Debt Commitment Letter and/or, if applicable, the Alternative Financing Documents (in each case, whether to secure waiver of any conditions contained therein or otherwise). (d) The Company agrees to provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide to Parent and Merger Sub, all reasonable cooperation as may be requested by Parent or its Representatives in connection with the Debt Financing and/or Alternative Financing and the Transactions, including (i) participation in meetings, presentations, due diligence sessions, road shows, sessions with rating agencies and other meetings, including arranging for reasonable direct contact between senior management, representatives and advisors of the Company or its Subsidiaries with Representatives of Parent and its Debt Financing and/or Alternative Financing sources, (ii) assisting in the preparation of offering memoranda, private placement memoranda, bank information memoranda, prospectuses, rating agency presentations and similar documents reasonably requested by Parent or its Representatives in connection with the Debt Financing and/or Alternative Financing (including using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing and/or Alternative Financing and delivery of one or more customary representation letters), (iii) as promptly as practicable, furnishing Parent and its Debt Financing and/or Alternative Financing sources with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent or its Debt Financing and/or Alternative Financing sources (the “Required Information”) and using reasonable best efforts to cause the Company’s independent accountants to provide assistance and cooperation in connection therewith to Parent and its Debt Financing and/or Alternative Financing sources, (iv) reasonably cooperating with advisors, consultants and accountants of Parent or its Debt Financing and/or Alternative Financing sources with respect to the conduct of any examination, appraisal or review of the financial condition or any of the assets or liabilities of the Company or any of its Subsidiaries, including for the purpose of establishing collateral eligibility and values, (v) (A) to the extent not prohibited by applicable Laws, facilitating the granting of security or pledging of collateral and (B) executing and delivering any pledge and security documents, commitment letters, certificates and other definitive financing documents (the “Definitive Debt Documents”); provided that any collateral pledged or security granted by the Company or any of its Subsidiaries under, and any obligations of the Company or any of its Subsidiaries under, any Definitive Debt Documents to which it is a party shall be contingent upon the occurrence of the Effective Time, (vi) taking all actions reasonably necessary to (A) permit the prospective lenders involved in the Debt Financing and/or Alternative Financing to evaluate the Company’s or any of its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements; provided that the information provided in connection therewith to such prospective lenders shall be subject to the terms of the Confidentiality Agreements and (B) establish bank and other accounts, blocked account agreements and lock box arrangements in connection with the foregoing, (vii) furnishing Parent, Merger Sub and its Representatives, as well as any prospective lenders involved in the Debt Financing and/or Alternative Financing, promptly with all documentation and other information required with respect to the Debt Financing and/or Alternative Financing under applicable “know your customer” and anti-money laundering rules and regulations; provided that the information provided to such prospective lenders shall be subject to the terms of the Confidentiality Agreements, (viii) using reasonable best efforts to obtain any necessary rating agencies’ confirmation or approval of the Debt Financing and/or Alternative Financing and (ix) taking all corporate actions reasonably necessary to permit the consummation of the Debt Financing and/or Alternative Financing, including the execution and delivery of any other certificates, instruments or documents, and to permit the proceeds thereof to be made available at Closing to consummate the Transactions. Neither the Company nor any of its Subsidiaries shall be required to (x) pay any commitment or similar fee prior to the Effective Time or (y) commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time or that would otherwise subject it to actual or potential liability in connection with any Financing. Nothing contained in this Section 6.07(d) or otherwise shall require the Company or any of its Subsidiaries to be an issuer or other obligor with respect to any Financing prior to the Effective Time. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing and/or Alternate Financing; provided that such logos are used solely in a manner that is not reasonably likely to harm or disparage the Company of any of its Subsidiaries. (e) Parent shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (collectively, “Losses”) actually suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith (other than information provided by the Company or its Subsidiaries specifically for use in connection therewith); provided that Parent shall not be liable to the Company, its Subsidiaries or their respective Representatives for any such Losses arising from the fraud, gross negligence, recklessness or willful misconduct of such persons.

Financing. (a) Parent and 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 necessary, proper or advisable to arrange and obtain consummate the Equity Financing on the terms and conditions described in at or contemplated by the Equity Financing Commitments, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfiedClosing, including using reasonable best efforts to (i) maintain in effect and enforce the Equity Financing Commitments; Commitment, (ii) enter into definitive financing agreements with respect to the Financing, so that such agreements are in effect as promptly as practicable but in any event no later than the Closing, (iii) satisfy on a timely basis all conditions Financing Conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iiiiv) in the event that all conditions in Annex I have been the Financing Conditions are satisfied, consummate cause the Equity Debt Financing on Sources to fund the Financing Commitment. If, notwithstanding the use of reasonable best efforts by Parent to satisfy its obligations under this Section 7.17(a), the Financing Commitment (or any definitive financing agreement relating thereto) expires or is terminated prior to the date Closing, in whole or in part, for any reason, including as a result of a breach or repudiation or if any portion of the Closing is required Financing otherwise becomes unavailable, Parent shall use reasonable best efforts to occur pursuant arrange for alternative financing in an amount sufficient to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and pay for the rights consummation of Parent and Sub) under the Equity Financing CommitmentsTransactions. (b) Neither Notwithstanding Section 7.17(a), Parent nor Sub shall amend, alter, or waive, or agree have the right from time to time to amend, alter supplement or otherwise modify, or waive (in any case whether by action of its rights under, the Financing Commitment, or inaction)enter into other financing arrangements as an alternative to the Financing Commitment; provided that Parent shall not enter into any such amendment, any term of the Equity Financing Commitments that (i) supplement, modification, waiver or alternative if such amendment, supplement, modification, waiver or alternative imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions precedent to the receipt Financing, or otherwise expands, amends or modifies any other provision of the Equity Financing Commitment, in a manner that would (i) materially and adversely affect the ability of Parent to fund its obligations when due under this Agreement or imposes (ii) materially and adversely affect the ability of Parent to enforce its rights under the terms of the Financing Commitment or the definitive agreements with respect thereto; provided that, subject to compliance with the other provisions of this Section 7.17, Parent may amend the Financing Commitment or the definitive agreements with respect thereto to add additional conditions precedent lenders, arrangers, bookrunners, and agents or in a manner that would not materially adversely affect the ability of Parent to fund its obligations when due under this Agreement (it being understood that any such additional lenders, arrangers, bookrunners, and agents may have the same rights under the Financing Commitments as those of Jefferies acting in such capacity and Jefferies’ commitment may be assigned to any such Person as contemplated in the Financing Commitment). Parent shall promptly deliver to the receipt Company copies of any such amendment, supplement, modification, waiver or alternative of a material nature. (c) Parent shall keep the Company reasonably informed of material developments in respect of its efforts to arrange the Financing and provide to the Company copies of the Equity Financingexecuted material definitive agreements for the Financing (excluding any agreement or portion thereof that by its terms is confidential). Without limiting the generality of the foregoing, Parent shall give the Company prompt written notice (i) of any material breach or material default by any party to any of the Financing Commitment or definitive agreements related to the Financing of which Parent becomes aware, (ii) adversely affects of the rights ofreceipt of any written notice from any Debt Financing Source with respect to any actual or potential material breach, material default, termination or remedies available torepudiation by any party to any of the Financing Commitment or definitive agreements related to the Financing or any provisions of the Financing Commitment or definitive agreements related to the Financing and (iii) if at any time for any reason Parent believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms and conditions, in the manner or from the Debt Financing Sources contemplated by any of the Financing Commitment or definitive agreements related to the Financing. As soon as reasonably practicable, but in any event within three Business Days after the date the Company under delivers to Parent a written request, Parent shall provide any information reasonably requested by the Equity Financing CommitmentsCompany relating to any circumstance referred to in clause (i), (ii) or (iii) would or would reasonably be expected to prevent, impede or delay the consummation of the Offerimmediately preceding sentence. Parent shall deliver to the Company true and complete copies of all agreements, the Merger arrangements or the Equity Financing, in each case, without the prior written consent understandings (including side letters or (subject to customary redactions) fee letters) pursuant to which any such alternative source shall have committed to provide any portion of the CompanyFinancing.

Financing. (a) Parent and Sub 5.14.1. Buyer shall use its reasonable best efforts to take, or cause to be taken, all actions and to use its reasonable best efforts to do, or cause to be done, all things necessary necessary, proper or advisable to arrange and obtain the Equity Debt Financing on the terms and conditions described in or contemplated by the Equity Financing Commitments, Debt Commitment Letter (taking into account the relevant “market flex “ provisions of the Fee Letter (as defined in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfiedDebt Commitment Letter)), including using its reasonable best efforts to (ia) maintain in effect the Equity Financing Commitments; Debt Commitment Letter in accordance with its terms, (iib) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations Debt Commitment Letter that are a condition to the funding thereunder, in each case thereunder; case, that are within its control, (iiic) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Debt Commitment Letter (taking into account any “market flex “ provisions set forth in the event that all conditions in Annex I have been satisfiedFee Letter), and (d) consummate the Equity Debt Financing on at or prior to Closing on substantially the date terms and conditions of the Debt Commitment Letter. 5.14.2. Buyer shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter or the definitive agreements with respect thereto, if such amendment, modification or waiver would (a) reduce the aggregate principal amount of the Debt Financing (unless, if required to effect the Closing is required on the terms set forth herein, Buyer agrees to occur pursuant to Section 2.01(d); and (ivuse its cash on hand) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitments. or (b) Neither Parent nor Sub shall amendimpose new or additional conditions or other terms or otherwise materially expand, alter, amend or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that (i) amends or modifies modify any of the conditions precedent to the receipt of the Equity Debt Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or other terms in a manner that would reasonably be expected to prevent(i) materially delay, impede impair or delay prevent the consummation of the Offertransactions contemplated by this Agreement, (ii) make, in any material respect, the Merger timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Debt Financing materially less likely to occur or (iii) adversely impact, in any material respect, the ability of Buyer to enforce its rights against other parties to the Debt Commitment Letter or to draw upon and consummate the Debt Financing. 5.14.3. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letters (other than due to the failure of a condition to the consummation of the Debt Financing resulting from a breach of any representation, warranty, covenant or agreement of Company or Holder Representative set forth in this Agreement), Buyer shall, as promptly as practicable following the occurrence of such event, use its reasonable best efforts to arrange and obtain from alternative sources alternative financing on terms and conditions that are not materially less favorable to Buyer (taking into account the relevant “market flex” provisions set forth in the Fee Letter), taken as a whole, than those set forth in the Debt Commitment Letter in an amount at least equal to the Debt Financing or such unavailable portion thereof (the “Alternate Debt Financing”), and to obtain a new commitment letter with respect to such Alternate Debt Financing (the “New Debt Commitment Letter”), a copy of which shall be promptly provided to the Company. In the event any New Debt Commitment Letter is obtained, (a) any reference in this Agreement to the Debt Financing shall mean the debt financing contemplated by the Debt Commitment Letter as modified pursuant to subsection (b) below, and (b) any reference in this Agreement to the “Debt Commitment Letter” shall be deemed to include the Debt Commitment Letter or Letters that are not superseded by a New Debt Commitment Letter at the time in question and the New Debt Commitment Letter or Letters to the extent then in effect. 5.14.4. Upon written request by the Company from time to time, Buyer shall apprise the Company on a reasonably current basis and in reasonable detail with respect to all material activity concerning the status of its efforts to arrange the Debt Financing. Without limiting the foregoing, Buyer shall notify the Company promptly, and in any event within two (2) Business Days after it becomes aware thereof, (a) of any breach or default by any party to any Debt Commitment Letter or definitive agreements with respect thereto, (b) of the receipt by Buyer of any written notice or other communication (other than negotiations of the definitive agreements with respect to the Debt Financing) from any Debt Financing Source with respect to any breach, default, termination or repudiation by any party to any Debt Commitment Letter or any definitive agreement related thereto of any provision of any Debt Commitment Letter or any definitive agreements with respect thereto or (c) if for any reason Buyer no longer believes in good faith that it will be able to obtain all or any portion of the Debt Financing. Buyer shall not enter into any agreement or undertaking that would reasonably be expected to materially impair, delay or prevent the consummation of the Financing. 5.14.5. The Company, the Company Subsidiaries and their respective representatives shall, at Buyer’s expense, use reasonable best efforts to cooperate in connection with the arranging, obtaining, syndication and consummation of any Debt Financing (including any Alternate Debt Financing) being arranged by Buyer or its Affiliates in connection herewith as may be reasonably requested by Buyer or the Equity Debt Financing Sources (provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries); including reasonable best efforts with respect to (i) promptly providing to Buyer and the Debt Financing Sources the Required Bank Information and such other reasonably available financial and other information regarding the Company and any of the Company Subsidiaries as required under the Debt Commitment Letter or otherwise reasonably requested by the Buyer, any Debt Financing Source or prospective lender in order to syndicate or consummate the Debt Financing and delivering customary authorization letters in connection with the information memoranda, investor presentations, rating agency memoranda and similar documents, including, if the Closing has not occurred prior to March 30, 2016, audited consolidated financial statements of the Company and the Company Subsidiaries for the year ending December 31, 2015, (ii) furnishing at least five (5) Business Days prior to the Closing Date all required documentation and other information required by applicable governmental authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act of 2011, but in each case solely relating to the Company and the Company Subsidiaries, as applicable, (iii) reasonably facilitating the pledging of collateral on the Closing Date with respect to any pledge or grant that becomes effective on or after the Closing Date, (iv) reasonably assisting in obtaining any corporate credit and family ratings and ratings in respect of the Debt Financing from any rating agencies contemplated by the Debt Commitment Letter, (v) obtaining customary consents of accountants for the use of their audit reports in any materials relating to the Debt Financing and (vi) obtaining lien releases at the expense of and as reasonably requested by the Buyer or any Debt Financing Source. The Company hereby consents to the use of all of its and the Company Subsidiaries’ logos in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or the Company Subsidiaries or the reputation or goodwill of the Company or any of the Company Subsidiaries. Notwithstanding any other provision set forth herein, the Company agrees that the Buyer may share non-public or confidential information regarding the Company and its business with the Debt Financing Sources, and that such Debt Financing Sources may share such information with potential financing sources in connection with any marketing efforts (including any syndication) in connection with the Debt Financing, provided that (i) the recipients of such information agree to customary confidentiality arrangements and (ii) the Buyer will be responsible for any actions (or inactions) by such recipients that would be deemed a breach of the Confidentiality Agreement as if Buyer had so acted (or not acted). 5.14.6. Buyer shall, promptly upon the written request of the Company or the Holder Representative reimburse the Company or the Holder Representative for all reasonable and documented out-of-pocket third-party costs and expenses incurred by the Company or the Holder Representative or any of their representatives in each caseconnection with the cooperation provided for in Section 5.14.5 (such reimbursement to be made promptly and in any event within three (3) Business Days of delivery of reasonably acceptable documentation evidencing such costs and expenses) and shall indemnify and hold harmless the Company, without the prior written consent Holder Representative and their respective representatives from and against any and all Losses suffered or incurred by them in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than information provided by the Company, the Holder Representative or any of their respective representatives or to the extent such Losses result from the gross negligence or willful misconduct of any of the Company, the Company Subsidiaries, the Holder Representative or their respective representatives). Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to pay any commitment or similar fee or incur any other liability in connection with the Debt Financing prior to the Closing for which it is not reimbursed by Buyer.

Financing. (a) Parent Subject to the limitations contained in Section 9.4, but notwithstanding anything else in this Agreement to the contrary, the Datatel Entities acknowledge and Sub agree that Parent’s and Merger Sub’s obligations to consummate the Merger, and Purchaser Company’s obligation to consummate the transactions contemplated by the Asset Purchase Agreement, are not conditioned upon any Datatel Entity’s obtaining any financing. For the avoidance of doubt, the Datatel Entities acknowledge and agree that the existence of any conditions contained in the Financing Commitments or any commitment letter for any alternative financing or any agreement relating thereto shall not constitute, nor be construed to constitute, a condition to the consummation of the Merger hereunder (except to the extent it is separately required by an express provision in this Agreement). (b) None of the Datatel Entities shall permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or replace, the Financing Commitments if such amendment, modification, waiver or replacement (x) reduces the aggregate amount of the Financing or (y) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Financing in a manner that would reasonably be expected to (I) delay or prevent the Asset Closing Date or the Closing Date, (II) make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to occur or (III) adversely impact the ability of Sophia Holding I or Datatel, as applicable, to enforce its rights against other parties to the Financing Commitments or the definitive agreements with respect thereto, and shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange and obtain the Equity Financing on the terms and conditions described in or contemplated the Financing Commitments (provided that Parent may (x) modify the terms (but not the conditions) of the Debt Financing Commitments so long as such modifications would not and would not reasonably be expected to (I) reduce the aggregate amount of the Debt Financing unless the Transaction Equity Financing to be provided by the Investors is increased by a corresponding amount on substantially the same terms as provided in the Transaction Equity Financing Commitments, (II) adversely impact the ability of the applicable Datatel Entity to timely consummate the Merger or the Asset Purchase or the likelihood of consummation of the Merger or the Asset Purchase, or (III) adversely impact the ability of Parent to enforce its rights against the other parties to the Financing Commitments and (y) amend the Debt Financing Commitment to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Commitment as of the date hereof; provided that, except as contemplated by the Debt Financing Commitment as in each case effect on the date hereof and with the prior written consent of SunGard Data (not to when be unreasonably withheld or delayed), the obligations of the Financing Sources providing the Debt Financing Commitment on the date hereof will not be modified or reduced as a result of such addition), including using their reasonable best efforts to (i) maintain in effect the Financing Commitments, (ii) satisfy on a timely basis (taking into account the expected timing of the Marketing Period and the Applicable Closing) all conditions applicable to the applicable Datatel Entity to obtaining the Financing at the Applicable Closing set forth therein that are within its control, (iii) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Debt Financing Commitment or on other terms and conditions acceptable to Parent that would not adversely impact the timing or amount of the Debt Financing (and provide copies thereof to SunGard Data) and (iv) in the event that all conditions to the Closing Debt Financing Commitment (other than the availability or funding of any of the Transaction Equity Financing) have been satisfied, cause the lenders and the other Persons providing such Debt Financing to fund the Debt Financing required to consummate the Merger and the Asset Purchase. For the avoidance of doubt, in the event that (x) all or any portion of the Debt Financing structured as high yield financing has not been consummated, (y) all of the conditions set forth in Article IX Section 8.1 and Section 8.3 and, unless the Asset Purchase Agreement has been terminated pursuant to Section 9.1(b) thereof, all of the conditions set forth in Section 8.1 and 8.3 of the Asset Purchase Agreement have been satisfied or waived (other than those conditions that by their nature cannot are to be satisfied until at the Closing DateApplicable Closing, but subject to the fulfillment or waiver of those conditions and such conditions being capable of being satisfied) and (z) the bridge facilities contemplated by the Debt Financing Commitment (including any flex terms) are satisfied, including to (i) maintain in effect available on the Equity Financing Commitments; (ii) satisfy on a timely basis all terms and conditions and covenants applicable to Parent and Sub described in the Equity Debt Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in Commitment, then Parent shall cause the event that all conditions in Annex I have been satisfied, consummate the Equity Financing proceeds of such bridge financing to be used to replace such high yield financing on or prior to the date that the Applicable Closing is required to occur pursuant to Section 2.01(d2.3 or Section 3.2 of the Asset Purchase Agreement, as applicable. (c) The Datatel Entities shall as promptly as practicable notify SunGard Data of (i) any termination of any of the Financing Commitments, (ii) the receipt of any written notice or other written communication from any Financing Source with respect to any actual or alleged breach, default, termination or repudiation by any party to any of the Financing Commitments or definitive agreements related to the Financing of any provision of the Financing Commitments or definitive agreements related to the Financing or (iii) receipt of an Escrow Demand Notice (as defined in the Fee Letter). In the event Parent believes in good faith that any portion of the Debt Financing will not be available within the timing contemplated in the Debt Financing Commitment, Parent shall as promptly as practicable notify SunGard Data and shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms and conditions no less favorable to Parent than those set forth in the Debt Financing Commitment as in effect prior to such alternative financing and in an amount sufficient to consummate the Transactions as promptly as practicable following the occurrence of such event. Parent shall promptly deliver to SunGard Data true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide Parent with any portion of the Debt Financing. Parent shall use its reasonable best efforts to cause the Financing Sources providing Debt Financing to fund at the Applicable Closing the Debt Financing required to consummate the Transactions contemplated if all conditions set forth in the Debt Financing Commitment have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Applicable Closing, but subject to the fulfillment or waiver of those conditions and such conditions being capable of being satisfied). For purposes of this Agreement, references to “Financing” and “Debt Financing” shall include the financing contemplated by the Financing Commitments as permitted by this Section 7.15 to be amended, modified or replaced and references to “Financing Commitments” and “Debt Financing Commitments” shall include such documents as permitted by this Section 7.15 to be amended, modified or replaced, in each case from and after such amendment, modification or replacement. (d) Prior to the Closing, the SunGard Entities, the Company and their respective Subsidiaries shall provide to Parent and its Affiliates, and shall use their reasonable best efforts to cause the officers, employees, advisors and other Representatives of the SunGard Entities, the Company and their respective Subsidiaries to provide to Parent and its Affiliates, all cooperation that is reasonably requested by Parent in connection with the Financing, including: (i) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with the Debt Financing Sources, prospective lenders, investors and ratings agencies, and reasonably cooperating with the marketing efforts of Parent and its Financing Sources, in each case in connection with the Financing; (ii) (A) using reasonable best efforts to furnish Parent and its Debt Financing Sources as promptly as practicable after the date of this Agreement with all financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent to (1) consummate the Debt Financings at the time the Debt Financings are to be consummated (including the applicable components of adjusted EBITDA derived from the Company’s financial information) and (2) in the event that the Note Escrow Closing occurs, to satisfy any disclosure obligations between the Note Escrow Closing and the Closing under the indenture governing the Notes (which disclosure requirements shall not require the provision of any type of information that is not required by paragraph 8 of Exhibit D to the Debt Financing Commitment) and (B) furnishing Parent with the Required Financial Information; (iii) assisting with the preparation of materials for rating agency presentations, offering documents, bank information memoranda and similar documents required in connection with the Financing; (iv) executing and delivering any necessary pledge and other security documents, guarantees, mortgages, other definitive financing documents and other certificates or documents as may reasonably be requested by Parent and otherwise reasonably facilitating the granting of a security interest (and perfection thereof) in collateral; (v) providing all documents and other information relating to the Company and its Subsidiaries reasonably required to enable the delivery of any customary negative assurance opinion and customary comfort letters relating to the Debt Financings and obtaining the consents of the Company’s accountants for use of their reports on the audited financial statements of the Company in any materials relating to the Debt Financing; (vi) using reasonable best efforts to obtain the Company’s accountants’ comfort letters, the legal opinions, surveys and title insurance at the expense of and as reasonably requested by Parent on behalf of the Debt Financing Sources; (vii) providing unaudited consolidated monthly financial statements of the Company (excluding footnotes) consisting of a balance sheet and income statement, to the extent the Company customarily prepares such financial statements; (viii) using commercially reasonable efforts to ensure that the Debt Financing Sources benefit from the existing lending relationships of the SunGard Entities; (ix) cooperating reasonably with the Financing Sources requests for due diligence to the extent customary and reasonable; (x) arranging for customary lien and guarantee terminations or releases, as applicable, relating to indebtedness of the SunGard Entities to be delivered at or prior to the Asset Closing; (xi) at least five (5) Business Days prior to the Closing Date, providing all documentation and other information about the Company and each of its Subsidiaries as is reasonably requested in writing by Parent at least ten (10) Business Days prior to the Closing Date in connection with the Debt Financing that relates to applicable “know your customer” and anti-money laundering rules and regulations including without limitation the USA PATRIOT Act; (xii) in the event that an Escrow Demand Notice (as defined in the Fee Letter) is delivered, the SunGard Entities will deliver to Parent no later than March 31, 2012 all Required Financial Information (with the Required Financial Information for purposes of this clause (xii) being determined as if all of the Debt Financing were to be marketed in April 2012 and issued and funded on May 1, 2012); and (ivxiii) fully enforce each Equity Financing Party’s obligations (if the Note Escrow Closing occurs, delivering to Parent on or prior to May 5, 2012, financial statements and financial data regarding the rights Company and its Subsidiaries, including the related managements’ discussion and analysis of Parent financial condition and Sub) under results of operations covering the Equity Financing Commitments. (b) Neither Parent nor Sub shall amendfinancial periods of such financial statements, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments type and form that would be required to be included under Items 1, 2 and 3 of Part I of Form 10-Q (ibut excluding information required by Regulation S-X Rule 3-10) amends or modifies any if the Company were required to file a quarterly report on Form 10-Q for the most recently ended fiscal quarter, as well as (A) components of adjusted EBITDA and (B) research and development expense, in each case derived from the financial information of the conditions precedent Company and its Subsidiaries, that would be included in a customary 144A offering memorandum by the Company; provided, however, that nothing herein shall require such cooperation to the receipt extent it would interfere unreasonably with the business or operations of the Equity Financing Company Entities or imposes additional conditions precedent to require the receipt disclosure of the Equity Financing, (ii) adversely affects the rights of, information which SunGard Data or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or reasonably determines would reasonably be expected to preventjeopardize the attorney-client or other similar privilege of a SunGard Entity or any of its Subsidiaries or violate any Law or any Contract to which such SunGard Entity or any of its Subsidiaries is a party; and provided, impede further, that the Company shall not be required to enter into or delay perform under any agreement with respect to the consummation Financing that is not contingent upon the Closing or that would be effective prior to or simultaneous with the Closing (in each case other than items specified in clause (ix) relating to assets being purchased in the Asset Purchase Agreement, which the Company shall not be required to enter into or perform if they would be effective prior to the Applicable Closing). Neither the SunGard Entities nor the Company shall be required to pay any commitment or other similar fee or make any other payment (other than reasonable out of pocket costs) or provide or agree to provide any indemnity in connection with the Financing or any of the Offerforegoing prior to the Closing. Datatel shall indemnify and hold harmless the SunGard Entities, the Merger Company, and their respective Subsidiaries and Representatives from and against any and all liabilities, Losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the Debt Financing (including actions taken at the request of Parent in accordance with this Section 7.15 other than actions pursuant to clause (x)) and any information (other than information furnished by or on behalf of the SunGard Entities, the Company or their respective Subsidiaries) utilized in connection therewith. Datatel shall, promptly upon request by SunGard Data, reimburse the SunGard Entities, the Company and their respective Subsidiaries for all documented and reasonable out of pocket costs incurred by the SunGard Entities, the Company and their respective Subsidiaries in connection with such cooperation. Without granting any of its ownership or other rights, the Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing contemplated by the Debt Financing Commitment; provided that the Company shall have the right to review any documentation containing such logos prior to their use, and provided, further, that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or the Equity Financing, in each case, without Company Subsidiaries or the prior written consent reputation or goodwill of the CompanyCompany and the Company Subsidiaries. (e) Unless the Marketing Period has ended on or prior to February 10, 2012, the Company and Datatel shall use their respective reasonable best efforts to cause their respective independent accounting firms to complete as promptly as reasonably practical their audit of the consolidated financial statements of the Company and Datatel, respectively, for the fiscal year ended Decem

Financing. (a) Each of Parent and Acquisition Sub shall takeshall, or cause subject to be takenthe terms and conditions of this Agreement, all actions and do, or cause use its commercially reasonable efforts to be done, all things necessary or advisable to arrange and obtain the Equity proceeds of the Debt Financing at Closing on the terms and conditions described in or contemplated by the Equity Financing Commitments, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfiedCommitment Letter and Fee Letter, including using commercially reasonable efforts to (i) maintain in effect the Equity Financing Commitments; (ii) satisfy on a timely basis all conditions Commitment Letter and covenants applicable to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations Fee Letter, in each case thereunder; as in effect on the date of this Agreement (iii) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior subject to the date the Closing is required to occur pursuant to last sentence of this Section 2.01(d6.10(a); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financingin accordance with their terms, (ii) adversely affects negotiate definitive agreements with respect to the rights ofDebt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, or remedies available toas necessary, the Company under “flex” provisions contained in the Equity Fee Letter) (or if available, on other terms that are acceptable to Parent and would not (x) adversely affect the ability of Parent and Acquisition Sub to consummate the transactions contemplated hereby, (y) reduce the aggregate amount of the Debt Financing Commitments, below the amount required to consummate the Merger and the other transactions contemplated by this Agreement and to pay fees and expenses and (z) add any new (or (iiiadversely modify any existing) would or condition to the consummation of the Debt Financing as compared to those in the Commitment Letter and Fee Letter as in effect of the date of this Agreement in a manner that would reasonably be expected to prevent, impede or materially delay the consummation of the OfferMerger and the other transactions contemplated by this Agreement and (iii) satisfy (or, if deemed advisable by Parent, obtain the Merger waiver of) on a timely basis all conditions in the Commitment Letter, Fee Letter and the Definitive Agreements and otherwise comply with all of its obligations thereunder. In the event that all conditions contained in the Commitment Letter have been satisfied or waived and Parent is required to consummate the Equity FinancingClosing pursuant to Section 2.2, Parent shall use commercially reasonable efforts to cause each Lender to fund its respective committed portion of the Debt Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date; provided, however that nothing contained in each casethis Section 6.10 shall require either Parent or Acquisition Sub to bring any enforcement action or proceeding against any Debt Financing Source to enforce its respective rights under the commitment to procure Debt Financing pursuant to the applicable Commitment Letter and Fee Letter. Neither Parent nor Acquisition Sub shall, without the prior written consent of the Company, permit any amendment or modification to, or any waiver of any provision (including any remedy) under, or replace (it being understood that any Alternative Debt Financing shall not be deemed a replacement for purposes of this sentence), the Commitment Letter or Fee Letter if such amendment, modification, or waiver or replacement (w) adds new (or adversely modifies any existing) conditions to the consummation of the Debt Financing as compared to those in the Commitment Letter and Fee Letter as in effect on the date of this Agreement in a manner that would reasonably be expected to prevent, impede or materially delay the consummation of the Merger and the other transactions contemplated by this Agreement, (x) adversely affects the ability of Parent or Acquisition Sub to enforce their rights against other parties to the Commitment Letter, Fee Letter or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, relative to the ability of Parent to enforce its rights against such other parties to the Commitment Letter and Fee Letter as in effect on the date hereof or in the Definitive Agreements, (y) reduces the aggregate amount of the Debt Financing below the amount required to consummate the Merger and the other transactions contemplated by this Agreement and to pay related fees and expenses, or (z) would otherwise reasonably be expected to prevent, impede or materially delay the consummation of the Merger and the other transactions contemplated by this Agreement; provided that for the avoidance of doubt no consent from the Company shall be required for: (A) any amendment, replacement, supplement or modification of the Commitment Letter that is limited to adding lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date of this Agreement (including in replacement of a Lender), (B) implementation or exercise of any “flex” provisions provided in the Fee Letter as in effect as of the date hereof, or (C) any amendment, replacement, supplement or modification to the Commitment Letter or Definitive Agreements so long as such action would not be prohibited by the foregoing clauses (w)-(z). (b) In the event that any portion of the Debt Financing becomes unavailable, regardless of the reason therefor (other than a breach by the Company of this Agreement which prevents or renders impracticable the consummation of the Debt Financing) each of Parent and Acquisition Sub will (1) use its commercially reasonable efforts to obtain alternative debt financing from the same or other source (the “Alternative Debt Financing”) (in an amount sufficient, when taken together with available cash on hand, and any then-available Debt Financing pursuant to any then-existing Commitment Letter, to consummate the transactions contemplated by this Agreement) on terms not less favorable in the aggregate to Parent than those contained in the Commitment Letter and the Fee Letter that the alternative financing would replace (taking into account any flex provisions) and (2) promptly notify the Company of such unavailability and the reason therefor. Notwithstanding anything to the contrary, nothing in this Section 6.10 shall require Parent to pay any material fees in excess of those contemplated by the Fee Letter. (c) For purposes of the foregoing Sections 6.10(a) and (b), (i) the term “Commitment Letter” shall be deemed to include any commitment letter (or similar agreement) with respect to any alternative debt financing arranged in compliance herewith (and any Commitment Letters remaining in effect at the time in question), (ii) the term “Fee Letter” shall be deemed to include any fee letter (or similar agreement) with respect to any alternative debt financing arranged in compliance with this Section 6.10, and (iii) the term “Lenders” shall be deemed to include any lenders providing the alternative debt financing arranged in compliance herewith. Parent and Acquisition Sub shall provide the Company with prompt notice of any breach or default by any party to any Commitment Letters or the Definitive Agreements of which Parent or Acquisition Sub gains knowledge and termination or repudiation by any party to any Commitment Letters or the Definitive Agreements or any provision thereof; provided, however, that in no event will Parent or Acquisition Sub be under any obligation to disclose any information that is subject to attorney-client or similar privilege if Parent or Acquisition Sub shall have used its commercially reasonable efforts to disclose such information in a way that would not waive such privilege.

Financing. (a) Each of Parent and Merger Sub shall takewill 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 doproper 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 cause 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 done, paid in connection with the consummation of the transactions contemplated hereby and all things necessary or advisable 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 arrange and obtain the Equity Financing 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 or modification to be made to, or any waiver of any provision or remedy under, any Commitment Letter if such amendment, modification or waiver (A) reduces the aggregate amount of Financing below the amount 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 Equity Financing CommitmentsCommitment Letter), in each case prior to when (B) amends or expands the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfied, including to (i) maintain in effect the Equity Financing Commitments; (ii) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term availability of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (iiC) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected to prevent, impede prevent or delay the consummation Closing or (D) would reasonably be expected to adversely impact the ability of Parent or Merger Sub to enforce its rights against the Offerother parties to the Commitment Letter, the Merger or the Equity Financingexcept, in each such case, with the prior written consent of the Company; provided, for the avoidance of doubt, that Parent shall be permitted, without the prior written consent of the Company, to amend the Commitment Letter to add lenders, lead arrangers, bookrunners and syndication agents or similar 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 Alternate Financing does not otherwise include terms (including any “flex” provisions) that could reasonably be expected to make the funding of such Alternate Financing in an amount less than what is required to consummate the 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 waivers from any third party with respect thereto) or any Alternate Financing are conditions to the obligations of Parent and Merger Sub to consummate the Merger, and each of Parent and Merger Sub reaffirms its obligation to consummate the Merger and the other transactions contemplated by this Agreement subject only to the express conditions set forth in Article VII, irrespective and independently of the availability or terms of the Financing or any Alternate Financing, Parent’s or Merger Sub’s use of efforts in accordance with this Section 6.06(a) or otherwise. (b) Prior to the Effective Time, the Company shall use reasonable best efforts to, and shall cause its Subsidiaries to use their reasonable best efforts to, and shall use its reasonable best efforts to cause its Representatives to, provide all cooperation that is necessary, customary or advisable and reasonably requested by Parent to assist Parent in the arrangement, obtainment and syndication of the Financing; provided, however, that nothing herein shall require such cooperation to the extent it would (A) unreasonably disrupt the conduct of the business or operations of the Company or its Subsidiaries (in the reasonable judgment of the Company), (B) require the Company or any of its Subsidiaries to agree to pay any fees, reimburse any expenses or otherwise incur any liability or give any indemnities prior to the Effective Time for which it is not promptly reimbursed or simultaneously indemnified or (C) require the Company or any of its Subsidiaries to take any action that would reasonably be expected to conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, the Company Charter, the Company By-laws, any Applicable Laws, the Credit Agreement or any Material Contract. Such cooperation shall include, without limitation, (i) participating in a reasonable number of meetings, presentations and due diligence sessions and sessions with potential lenders, investors and meetings with ratings agency, (ii) providing reasonable and timely assistance with the preparation of customary materials for presentations, offering memoranda, prospectuses and similar documents required in connection with the arranging, obtaining and syndication of Financing (including requesting the Consent of any accountant’s use of their materials in connection with the Financing), (iii) as promptly as reasonably practicable, and in any event at least 18 Business Days prior to the Closing Date, furnishing Parent and its financing sources with all available financial and other information pertinent to the Company and its Subsidiaries including delivery of (x) unaudited consolidated balance sheets and related statements of operations and comprehensive income and cash flows for the Company for the fiscal quarter ended June 30, 2013 and each subsequent fiscal quarter ended on a date that is not a fiscal year end and that is at least 45 days before the Closing Date, (y) (in the event that the Closing Date occurs on a date that is more than 90 days following December 31, 2013) audited consolidated balance sheets and related consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows for the fiscal year ended December 31, 2013, in each case prepared in accordance with GAAP and (z) without duplication of the foregoing clauses (x) and (y), the information and documents relating to the Company required by paragraphs 9 and 10 of Exhibit E to the Commitment Letter (such information in the foregoing clauses (x), (y) and (z), the “Required Information”), (iv) providing unaudited consolidated balance sheets and related statements of operations and comprehensive income and cash flows for the Company, (v) having the Company designate members of senior management of the Company to execute customary authorization letters with respect to bank information memoranda, offering memoranda or other materials provided to prospective lenders or investors and participate in a reasonable number of presentations, road shows, due diligence sessions, drafting sessions and sessions with ratings agencies in connection with the Financing, including reasonable direct contact between such senior management of the Company and its Subsidiaries and the potential lenders in the Financing, (vi) assisting Parent in obtaining any corporate credit and family ratings from any ratings agencies contemplated by the Commitment Letter, (vii) requesting the Company’s independent auditors to cooperate with Parent’s reasonable best efforts to obtain customary accountant’s comfort letters (including “negative assurance”) and consents from the Company’s independent auditors, (viii) assisting in the preparation of, and executing and delivering, definitive financing documents, including guarantee and collateral documents and customary closing certificates as may be required by the Financing and other customary documents as may be reasonably requested by Parent, (ix) facilitating the pledging of collateral for the Financing, (x) assisting the Financing sources in benefiting from the existing lending relationships of the Company and its Subsidiaries, (xi) requesting from the Company’s existing lenders such customary documents in connection with refinancings as requested by Parent in connection with the Financing and collateral arrangements, including customary payoff letters (in form and substance reasonably satisfactory to Parent), lien releases (including UCC-3 termination statements), instruments of termination or discharge, (xii) furnishing Parent and the Lenders with all documentation and other information required by Governmental Entities with respect to the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended), and (xiii) otherwise cooperating with Parent, and taking all other corporate actions, the effectiveness of which shall be subject to the occurrence of the Effective Time, reasonably requested by Parent reasonably necessary to permit the consummation of the Financing. Parent shall 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 the Financing, including the cooperation of the Company and its Subsidiaries and Representatives contemplated by this Section 6.06, 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 the Financing, the use of proceeds thereof and any information used in connection therewith, except with respect to any fraud or intentional misrepresentation or willful misconduct by any such persons. The expense reimbursement and indemnification obligations set forth in this Section 6.06(b) shall survive the Closing and any termination of this Agreement. (c) For purposes of this Section 6.06, the term “Financing” shall also be deemed to include any Alternate Financing (and any debt securities issued in lieu of any committed bridge facilities) and the term “Commitment Letter” shall also be deemed to include any commitment letter (or similar agreement) with respect to such Alternate Financing. All non-public or otherwise confidential information regarding either party obtained by the other party pursuant to this Section 6.06 shall be kept confidential in accordance with the Confidentiality Agreement; provided, however, that Parent and its Representatives shall be permitted to disclose information as necessary and consistent with customary practices in connection with the Financing subject to confidentiality arrangements satisfactory to the Company.

Financing. (a) Parent and Sub shall use its reasonable best efforts to take, or cause to be taken, all actions and shall use its reasonable best efforts to do, or cause to be done, all things necessary necessary, proper or advisable to arrange and obtain the Equity proceeds of the Debt Financing on the terms and conditions described in the Debt Commitment Letter (or contemplated by Permitted Other Terms) no later than the Equity Financing Commitments, in each case prior date upon which the Merger is required to when the conditions be consummated pursuant to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfiedterms hereof, including to by (i) maintain maintaining in full force and effect the Equity Debt Commitment Letter and any Definitive Debt Financing Commitments; Agreements (subject to replacement thereof in accordance with Section 7.04(b) or Section 7.04(c)), (ii) satisfy negotiating and entering into definitive agreements with respect to the Debt Financing (the “Definitive Debt Financing Agreements”) consistent with the terms and conditions contained in the Debt Commitment Letter (including, as necessary, the “flex” provisions contained therein or in any related fee letter) or on a timely basis all conditions and covenants applicable other terms acceptable to Parent that could not reasonably be expected to (A) reduce the aggregate amount of the Debt Financing (unless the aggregate amount of the Debt Financing, as so reduced, when taken together with any equity commitment available to Parent, Holdco, Holdco II and Sub in Merger Subsidiary, would be sufficient to fund the Equity Financing Commitments Transaction Amounts as and otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inactionwhen due), any term of the Equity Financing Commitments that (iB) amends impose new or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt funding of the Equity Financing, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Debt Financing Commitments, or (iii) would or in a manner that would reasonably be expected to prevent, impede or materially delay the Closing, (C) prevent, impede or materially delay the consummation of the Offer, the Merger or the Equity Financingother transactions contemplated by this Agreement or (D) adversely affect the ability of Parent to enforce its rights against the other parties to such Definitive Debt Financing Agreements relative to the ability of Parent to enforce its rights against the other parties to the Debt Commitment Letter as in effect on the date of this Agreement (such other terms that satisfy the foregoing requirements are referred to as “Permitted Other Terms”), (iii) satisfying on a timely basis all conditions to the funding of the Debt Financing set forth in the Debt Commitment Letter and the Definitive Debt Financing Agreements no later than at the Closing, (iv) consummating the Debt Financing at or prior to the Closing and (v) enforcing its rights under the Debt Commitment Letter in the event of a breach by the Financing Entities of the Debt Commitment Letter. Without limiting the generality of the foregoing, in each casethe event that all conditions contained in the Debt Commitment Letter or any Definitive Debt Financing Agreement (other than the consummation of the Merger and the availability of any equity financing) and the conditions set forth in Section 9.01 and Section 9.02 have been satisfied, Parent shall use its reasonable best efforts to cause the applicable Financing Entities to comply with their respective obligations thereunder, including to fund the Debt Financing. Parent shall keep the Company informed in reasonable detail of the status of its efforts to arrange the Debt Financing and any other financing upon the written request of the Company and shall give the Company prompt written notice of (1) any breach by any party to the Debt Commitment Letter or Definitive Debt Financing Agreements of any material provision which Parent has become aware, (2) the expiration or termination in writing (or attempted or purported termination in writing, whether or not valid) of the Debt Commitment Letter, (3) any written or electronic (including email) notice or communication by any Financing Entity with respect to any actual or threatened breach, default (or allegation thereof), repudiation by any party to the Debt Commitment Letter or any Definitive Debt Financing Agreement or any refusal to provide, or stated intent that it will not provide, by any Financing Entity, the full amount of the Debt Financing contemplated by the Debt Commitment Letter for any reason or (iv) Parent’s good faith belief, for any reason, that it may no longer be able to obtain all or any portion of the Debt Financing contemplated by the Debt Commitment Letter on the terms and conditions described therein. (b) Parent shall not, and shall cause its Affiliates not to, without the prior written consent of the Company, (i) permit any amendment or modification to, or any waiver of any provision or remedy under, or replacement of, the Debt Commitment Letter or the Definitive Debt Financing Agreements if such amendment, modification, waiver or replacement (A) adds any new (or adversely modifies any existing) conditions to the funding of all or any portion of the Debt Financing in a manner that would reasonably be expected to prevent, impede or materially delay the Closing, (B) reduces the aggregate amount of the Debt Financing (unless the aggregate amount of the Debt Financing, as so reduced, when taken together with any equity commitment available to Parent, Holdco, Holdco II and Merger Subsidiary and/or cash otherwise available to Parent and/or the Company, would be sufficient to fund the Transaction Amounts as and when due), (C) adversely affects the ability of Parent to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Debt Financing Agreements, in each case, as so amended, modified or waived, relative to the ability of Parent to enforce its rights against the other parties to the Debt Commitment Letter as in effect on the date of this Agreement or (D) could otherwise reasonably be expected to prevent, impede or materially delay the consummation of the Merger or the other transactions contemplated by this Agreement or (ii) terminate the Debt Commitment Letter (other than upon the effectiveness of the applicable Definitive Debt Financing Agreement or as otherwise expressly permitted by Section 7.04(b) or Section 7.04(c)) or any Definitive Debt Financing Agreement; provided, however, that, notwithstanding the foregoing, Parent may make customary modifications or amendments solely to (x) join additional lenders, arrangers, bookrunners or agents to the Debt Commitment Letter as contemplated thereunder if the addition of such Persons, individually and in the aggregate, could not reasonably be expected to prevent, impede or materially delay the consummation of the Merger or the other transactions contemplated by this Agreement (it being understood that the aggregate commitments of the Lenders party to the Debt Commitment Letter prior to such amendment or modification (but not the aggregate commitments thereunder, unless the aggregate amount of the Debt Financing under such commitments, as so reduced, when taken together with any equity commitment available to Parent, Holdco, Holdco II and Merger Subsidiary and/or cash otherwise available to Parent and/or the Company, would be sufficient to fund the Transaction Amounts as and when due) may be reduced in the amount of such additional party’s commitment) or (y) implement the “flex” provisions of the fee letter entered into in connection with the Debt Commitment Letter. Upon any such amendment, modification, waiver or replacement that is permitted in accordance with the provisions of this Section 7.04(b) or Section 7.04(c), the terms “Debt Commitment Letter” and “Definitive Debt Financing Agreement” shall mean the Debt Commitment Letter or Definitive Debt Financing Agreement, as applicable, as so amended, modified, waived or replaced. Parent shall promptly deliver to the Company copies of any amendment, modification, waiver or replacement of the Debt Commitment Letter or the Definitive Debt Financing Agreements.

Financing. (a) Notwithstanding anything herein to the contrary, Parent and Merger Sub acknowledge and agree that obtaining the Financing or any Alternate Financing is not a condition to consummation of the Transactions, and that, irrespective and independently of the availability of the Financing or any Alternate Financing, Parent and Merger Sub shall be obligated to pay for the tendered Shares and consummate the Merger and the other Transactions as provided herein, subject to the satisfaction or waiver of the Tender Offer Conditions or the conditions set forth in Article VI, as applicable. (b) Each of Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange and obtain the Equity Financing on the terms and subject to the conditions described in or contemplated by the Equity Financing Commitments, shall not, until after the Effective Time, permit, effect or cause to be effected any voluntary or mandatory termination, prepayment or reduction in each case prior the aggregate amount of the Financing or the respective commitments contained in the Financing Commitments, and shall not permit any amendment or modification to when be made to, or any waiver by Parent or Merger Sub of any provision or remedy under the Financing Commitments if such amendment, modification or waiver would (i) reduce the aggregate amount of the Financing (including by changing the amount of fees to be paid or original issue discount of the Financing) or (ii) impose new or additional conditions, or otherwise amend, modify or expand any conditions, to the receipt of the Financing in a manner that, individually or in the aggregate with other such amendments, modifications or waivers, would reasonably be expected to (A) have a Parent Material Adverse Effect or (B) delay or make the funding of the Financing (or satisfaction of the conditions to obtaining the Closing Financing) less likely to occur or (C) adversely impact the ability of Parent or Merger Sub to enforce their rights against the other parties to the Financing Commitments or the definitive agreements with respect thereto; it being understood and agreed that, notwithstanding the foregoing provisions of this sentence, Parent or Merger Sub may reduce (through voluntary or mandatory terminations or otherwise) the aggregate amount of the Financing in connection with any cash received by Parent or Merger Sub from other sources (including by reason of a capital market or other financing transaction) that is available to satisfy the obligations of Parent or Merger Sub under this Agreement. Subject to the limitations set forth in Article IX (Section 4.2(f), Parent and Merger Sub may replace or amend the Financing Commitments to add agents, co-agents, lenders, arrangers, joint bookrunners, managers or other than those conditions entities that by have not executed the Financing Commitments as of the date hereof, if the addition of such additional parties, individually or in the aggregate with other such additions, would not reasonably be expected to prevent, delay or impair the availability of the financing under the Financing Commitments or have a Parent Material Adverse Effect. Without limiting the foregoing, Parent and Merger Sub shall use their nature cannot be satisfied until the Closing Date) are satisfied, including reasonable best efforts to (iu) maintain in effect the Equity Financing Commitments; Commitments until the Offer, the Merger and the other Transactions are consummated, (iiv) satisfy on a timely basis (or have waived) all conditions and covenants applicable to Parent and Merger Sub in the Equity Financing Commitments at or prior to the Acceptance Time or the Closing, as applicable, and otherwise comply with its their obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent to the receipt of the Equity Financing or imposes additional conditions precedent to the receipt of the Equity Financing, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iiiw) would or would reasonably be expected enter into definitive agreements with respect to preventthe Financing Commitments on the terms and subject to the conditions (including the flex provisions) contemplated by the Financing Commitments, impede or delay (x) enforce their rights under the Financing Commitments, including any rights to cause the Financing Sources and other Persons providing, on the terms and conditions set forth therein, the Financing to fund, on the day of the consummation of the Offer, the Merger or the Equity Financingother Transactions, as applicable, the Financing contemplated to be funded on such day by the Financing Commitments (or such lesser amount as may be required to consummate the Offer, the Merger and the other Transactions) and (y) consummate the Financing at or prior to consummation of the Offer, the Merger or the other Transactions, as applicable. Parent and Merger Sub shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Financing (or replacement thereof) as the Company may reasonably request, and shall give the Company prompt notice of any development with respect to the Financing that would reasonably be expected to have a Parent Material Adverse Effect; 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. (i) If any portion of the Financing becomes unavailable on the terms and conditions (including the flex provisions) contemplated in the Financing Commitments, Parent shall use its reasonable best efforts to arrange and obtain alternative financing from alternative sources on terms and subject to the conditions that are no less favorable, in the aggregate, to Parent (taking into account the flex provisions set forth in the Financing Commitments) than those set forth in the Financing Commitments, in an amount sufficient to consummate the Offer, the Merger and the other Transactions as promptly as practicable following the occurrence of such event. (ii) Parent shall have the right from time to time to substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative financing source, in each case, without in a manner not materially less beneficial to the Company, Parent and Merger Sub as compared to the Financing Commitments (and no less beneficial in terms of confidentiality or the aggregate amount of funds available under the Financing); provided, however, that any such financing arranged in accordance with this Section 5.13(b)(ii) shall be subject to the same limitations that apply to the Financing Commitments as set forth in the first sentence of this Section 5.13(b). For purposes of this Agreement: (A) any financing arranged in accordance with Section 5.13(b)(i) above or this Section 5.13(b)(ii) shall be referred to as the “Alternate Financing”; (B) the term “Financing” shall be deemed to include the debt financing contemplated by the Financing Commitments as permitted to be amended or modified by this Section 5.13(b) and/or any Alternate Financing; and (C) the term “Financing Commitments” shall be deemed to include such Financing Commitments as permitted to be amended or modified by this Section 5.13(b) and/or any new commitment letter (the “New Financing Commitments”) entered into with respect to any Alternate Financing (it being understood and agreed that any Alternate Financing shall be subject to the terms and conditions hereof that apply to Financing Commitments). Parent and Merger Sub shall provide the Company with a copy of any New Financing Commitments obtained by Parent or Merger Sub in connection with an Alternate Financing as promptly as practicable following the execution thereof (other than fees and other information customarily redacted from such agreements). (c) Prior to the Acceptance Time, the Company shall (and shall cause its Subsidiary to) provide to Parent and Merger Sub, and shall use reasonable best efforts to cause Representatives of the Company and its Subsidiary to provide to Parent and Merger Sub, all cooperation reasonably requested in writing by Parent and Merger Sub that is necessary in connection with the Financing, including using reasonable best efforts to, in each case to the extent reasonably requested: (i) cooperate with the marketing efforts of Parent and lenders for any of the Financing, including using reasonable best efforts to cause its Representatives to be available, during normal working hours and upon reasonable notice, to participate in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, and using its reasonable best efforts to ensure that any syndication effort benefits from any existing banking relationship; (ii) assist with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses, road show presentations and similar documents necessary, proper or advisable in connection with the Financing; (iii) provide to Parent and Merger Sub, and use reasonable best efforts to cause Representatives of the Company and its Subsidiary to provide to Parent and Merger Sub all financial information regarding the Company and its Subsidiary required to be delivered pursuant to Section 2 of Exhibit B of the Financing Commitments or required in connection with the preparation of the Offering Documents referred to in Section 8 of Exhibit B of the Financing Commitments; (iv) obtain consent from its certified independent auditors to SEC filings and offering memoranda that include or incorporate Company consolidated financial information (with such changes as the Company and its auditors deem necessary or appropriate), in each case, to the extent such consent is required, together with auditors’ reports and comfort letters with respect to financial information relating to the Company and its Subsidiary in customary form; (v) provide information regarding the Company and its Subsidiary reasonably required to assist in the preparation of pro forma financial statements by Parent and Merger Sub; provided that it is understood that assumptions underlying the pro forma adjustments to be made are the sole responsibility of Parent and/or Merger Sub; (vi) provide assistance in the preparation of definitive financing documents and providing any sources of Financing (subject to confidentiality) with reasonable access to the properties, books and records of the Company and its Subsidiary; (vii) provide other information regarding the Company and its Subsidiary reasonably required by Parent and Merger Sub in connection with preparation of the Offering Document referred to in Section 8 of Exhibit B of the Financing Commitments (it being understood that preparation of the Offering Document is the responsibility of Parent and Merger Sub); (viii) provide reasonable cooperation with the Financing Sources, other potential financing sources and their respective agents with respect to their due diligence, including access to documentation reasonably requested by persons in connection with capital markets transactions; and (ix) provide all documentation and other information required by any Governmental Entity with respect to the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, and in any event at least five (5) days prior written consent to the Acceptance Time. Notwithstanding the foregoing, (A) no obligation of the Company or its Subsidiary under any certificate, document or instrument executed pursuant to the foregoing shall be effective until the Acceptance Time (or such later time set forth in such certificate, document or instrument), and neither the Company nor its Subsidiary nor any of its respective Representatives shall be required to take any action under any such certificate, document or instrument that is not contingent upon the consummation of the Offer (including the entry into any agreement that is effective before consummation of the Offer) or that would be effective prior thereto, (B) nothing herein shall require cooperation to the extent that such cooperation would interfere unreasonably with the business or operations of the Company or its Subsidiary and (C) neither the Company nor its Subsidiary shall be required to issue any offering or information document. The Company hereby consents to the use of the logos of the Company and its Subsidiaries in connection with the syndication or marketing of the Financing; provided that such logos are used in a manner that is not intended to harm or disparage the Company, its Subsidiaries or their marks; provided, further, that such logos are used solely in connection with a description of the Company, its business and products or the Transactions and shall not appear on the cover of any rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses, road show presentations and similar documents used in connection with the Financing. Neither the Company nor its Subsidiary shall be required to bear any cost or expense or to pay any commitment or other similar fee or make any other payment in connection with the Financing or any of the foregoing prior to the Acceptance Time. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or its Subsidiary in connection with such cooperation and indemnify and hold harmless the Company, its Subsidiary and their respective Representatives from and against any and all costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of the arrangement of the Financing (including any action taken in accordance with this Section 5.13(c)) and any information utilized in connection therewith (other than historical information and other information relating to the Company or its Subsidiary provided by the Company in writing specifically for use in the Financing offering documents). Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or its Subsidiary in connection with this Section 5.13(c).

Financing. (a) Parent (i) Subject to the terms and Sub conditions of this Agreement, Purchaser shall take, or cause use its reasonable best efforts to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange and obtain the Equity Debt Financing on the terms and conditions (including the flex provisions) described in or contemplated by the Equity Financing Commitments, in each case prior Debt Commitment Letter pursuant to when the terms thereof and satisfy the conditions to the Closing Debt Financing as described in the Debt Commitment Letter (including, without limitation, the repayment of any indebtedness to the extent such repayment is a condition to the Debt Financing) and shall not permit any termination, amendment or modification to be made to, or any waiver of any provision under, or any replacement of, the Debt Commitment Letter if such termination, amendment, modification, waiver or replacement (A) reduces (or could have the effect of reducing) the aggregate amount of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount unless (x) the Debt Financing is increased by a corresponding amount or the Debt Financing is otherwise made available to fund such fees or original issue discount and (y) after giving effect to any of the transactions referred to in clause (x) above, the representation and warranty set forth in Article IX Section 6.6 shall be true and correct) or (other than those B) imposes new or additional conditions that by their nature cannot be satisfied until the Closing Date) are satisfiedor otherwise expands, including to (i) maintain in effect the Equity Financing Commitments; (ii) satisfy on a timely basis all conditions and covenants applicable to Parent and Sub in the Equity Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) in the event that all conditions in Annex I have been satisfied, consummate the Equity Financing on or prior to the date the Closing is required to occur pursuant to Section 2.01(d); and (iv) fully enforce each Equity Financing Party’s obligations (and the rights of Parent and Sub) under the Equity Financing Commitments. (b) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Financing Commitments that (i) amends or modifies any of the conditions precedent to the receipt of the Equity Financing Debt Financing, or imposes additional conditions precedent to the receipt otherwise expands, amends or modifies any other provision of the Equity FinancingDebt Commitment Letter, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or in a manner that would reasonably be expected to prevent, impede (x) delay or delay prevent or make less likely the consummation funding of the Offer, Debt Financing (or satisfaction of the Merger conditions to the Debt Financing) on the Closing Date or (y) adversely impact the ability of Purchaser to enforce its rights against other parties to the Debt Commitment Letter or the Equity Financingdefinitive agreements with respect thereto; provided that Purchaser may amend the Debt Commitment Letter to add lenders, in each caselead arrangers, without bookrunners, syndication agents or similar entities who had not executed the prior written consent Debt Commitment Letter as of the Companydate hereof provided that such addition does not have the effect set forth in subclauses (A) or (B) of this sentence. Purchaser shall promptly deliver to Seller copies of any such termination, amendment, modification, waiver or replacement.

Financing. (a) [Reserved]. (b) Neither Parent nor Merger Sub will consent to any amendment, restatement, replacement, supplement, termination, assignment or modification to be made to, or any waiver of any provision (including any condition) or remedy under, any Commitment Letter or Financing Agreement (or any commitment in respect thereof) without the prior written consent of the Company (which consent will not be unreasonably withheld, delayed or conditioned), if such amendment, restatement, replacement, supplement, termination, assignment, modification or waiver would (i) reduce the aggregate principal amount of the Financing to an amount less than that is required to consummate the transactions under this Agreement (after giving effect to Staples Available Financing Sources) (including by changing the amount of fees to be paid or original issue discount of the Financing or similar fees, in each case if such changes would reduce the aggregate principal amount of the Financing) unless Alternative Financing or Staples Available Financing Sources are then made available in the amount of such reduction, (ii) impose new or additional conditions or any contingencies, or otherwise amend, restate, replace, supplement, terminate, assign, modify or expand any conditions, to the receipt of the Financing on the Closing Date or (iii) individually or in the aggregate with all other amendments, restatements, replacements, supplements, terminations, assignments, modifications or waivers, reasonably be expected to (A) materially delay or prevent the Offer Closing or the Closing, (B) make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to occur at or prior to the Offer Closing, or (C) adversely impact the ability of each of Parent or Merger Sub to enforce its rights against the other parties to the Commitment Letters or Financing Agreements or delay, prevent or adversely impact the ability of each of Parent or Merger Sub to consummate the Contemplated Transactions; provided, however, that Parent and Merger Sub may (i) amend the Commitment Letters to add lenders, lead arrangers, bookrunners, agents, syndication agents, documentation agents or similar entities who had not executed the Commitment Letters as of the date of this Agreement in accordance with the provisions of the Commitment Letters, (ii) amend or otherwise modify the Commitment Letters to implement any flex provisions applicable thereto or (iii) otherwise amend, modify or replace, or agree to any waivers in respect of, the Commitment Letters so long as, with respect to replacements, the replacement debt commitments otherwise satisfy the terms and conditions of an Alternative Financing set forth below. In the event of such amendment, restatement, replacement, supplement, assignment, modification or waiver of any Commitment Letter or Financing Agreement as permitted by the immediately preceding sentence, the financing under such amended, modified, restated, replaced, supplemented, assigned or waived Commitment Letter or Financing Agreement will be deemed to be “Financing” as such term is used in this Agreement. (c) Parent shall take, and shall cause its Affiliates to take, or cause to be taken, all actions and do, or cause to be done, all things necessary necessary, proper or advisable to arrange and obtain the Equity proceeds of the Financing on the terms and conditions (including any market flex provisions) described in or contemplated the Commitment Letters as promptly as practicable following the date hereof and by no later than the Equity Financing Commitments, in each case prior to when the conditions to the Closing set forth in Article IX (other than those conditions that by their nature cannot be satisfied until the Closing Date) are satisfiedOffer Closing, including to executing and delivering the Financing Agreements and all other documents and instruments as may be reasonably required thereunder and: (i) using reasonable best efforts to maintain in effect and comply with the Equity Commitment Letter and the Financing Commitments; Agreements; (ii) satisfy satisfying, or causing their Representatives to satisfy, on a timely basis (and no later than the Offer Closing) all conditions to the Financing contemplated by the Commitment Letters and covenants applicable the Financing Agreements relating thereto (including by paying any commitment, engagement or placement or other fees or amounts that become due and payable to Parent the extent required to be paid as a condition to the Financing); (iii) accepting (and Sub complying with) to the fullest extent all market flex provisions contemplated by the Commitment Letters and the Financing Agreements; (iv) enforcing its rights (including through litigation) under the Commitment Letters and the Financing Agreements in the Equity event of a breach (or threatened breach in writing) by the Financing Commitments Sources under the Commitment Letters and otherwise comply with its obligations the Financing Agreements relating in each case thereunderthereto; and (iiiv) in causing the event that all conditions in Annex I have been satisfied, consummate Financing Sources and any other Persons providing Financing to fund the Equity Financing on or prior to no later than at the date time the Offer Closing is required to occur pursuant to Section 2.01(d); the terms and (iv) fully enforce each Equity Financing Party’s obligations (and the rights conditions of Parent and Sub) under the Equity Financing Commitmentsthis Agreement. (bd) Neither Parent nor Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term will keep the Company reasonably informed on a current basis of the Equity status of Parent’s and Merger Sub’s efforts to obtain the Financing Commitments that and to satisfy the conditions thereof, including advising and updating the Company, in a reasonable level of detail, with respect to the status, proposed Closing Date and material terms of the Financing Agreements. Parent will promptly provide to the Company copies of all Financing Agreements and other documents related to the Financing including any amendment, restatement, replacement, supplement, termination, assignment, modification or waiver thereto. Without limiting the generality of the foregoing, Parent shall give the Company prompt written notice of (i) amends any actual breach, default (or modifies any event of the conditions precedent to the receipt which Parent or Merger Sub is aware that, with or without notice, lapse of the Equity Financing time or imposes additional conditions precedent to the receipt of the Equity Financingboth, (ii) adversely affects the rights of, or remedies available to, the Company under the Equity Financing Commitments, or (iii) would or would reasonably be expected to preventgive rise to any default or breach), impede termination, cancellation or delay the consummation repudiation by any party to any of the Offer, the Merger Commitment Letter or the Equity Financing Agreements, (ii) the receipt of any written notice or other written communication from any Financing Source with respect to any (A) actual or potential breach, default, termination, cancellation or repudiation by any party to any of the Commitment Letters or any Financing Agreement of any provisions of the Commitment Letters or any Financing Agreement or (B) material dispute or disagreement between or among any parties to any of the Commitment Letters or any Financing Agreement with respect to the conditionality or amount of the Financing or the obligation to fund the Financing or the amount of the Financing to be funded at the Closing (but excluding ordinary course negotiations) and (iii) the occurrence of an event or development that could reasonably be expected to materially and adversely impact the ability of Parent or Merger Sub to obtain all or any portion of the Financing contemplated by the Commitment Letters or any Alternative Financing, in each case, after giving effect to Staples Available Financing Sources. As soon as reasonably practicable, but in any event within two Business Days of the date the Company delivers to Parent or Merger Sub a written request, Parent shall promptly provide any information reasonably requested by the Company relating to any circumstance referred to in the immediately preceding sentence. (e) If all or any portion of the Financing becomes unavailable or could reasonably be expected to become unavailable on the terms and conditions and from the Financing Sources (giving effect to the flex provisions applicable thereto) and Staples Available Financing Sources are not then made available in a corresponding amount, (i) Parent will promptly notify the Company and (ii) Parent will use its reasonable best efforts to obtain alternative financing from the same or alternative sources in an amount sufficient to consummate the Contemplated Transactions (it being understood that the terms of Section 7.05(b) will apply to such alternative financing, and, subject to Section 7.05(f), Parent shall have no obligation to (A) pay fees materially in excess of those contained in the Commitment Letters (including the market flex provisions) or agree to “market flex” terms materially less favorable to Parent than the corresponding market flex terms contained in or contemplated by the Commitment Letters or (B) accept any terms or conditions that are materially less favorable, taken as a whole, to Parent, Merger Sub or the Company than the terms and conditions set forth in the applicable Commitments Letters or Financing Agreements immediately prior to giving effect to the terms of such alternative financing) (“Alternative Financing”) as promptly as practicable following the occurrence of such event. In such event, as applicable: (1) the term “Financing” as used in this Agreement will be deemed to include any such Alternative Financing, (2) the term “Commitment Letters” will be deemed to include any commitment letters and fee letters with respect to any such Alternative Financing and (3) the term “Financing Agreements” will be deemed to include any definitive agreement with respect to the Alternative Financing. (f) Parent and Merger Sub acknowledge and agree that their obligations hereunder are not subject to any conditions regarding Parent’s, Merger Sub’s or any other Person’s ability to obtain the Financing or any Alternative Financing. (g) Prior to the Closing Date, the Company shall use reasonable best efforts to provide, and to cause its Subsidiaries to provide, to Parent and Merger Sub, in each case at Parent’s sole cost and expense, such reasonable cooperation as is customary and reasonably requested by Parent in connection with the consummation of the Financing, including using its reasonable best efforts to (i) provide reasonable and customary assistance with the preparation of appropriate and customary materials for lender presentations, bank information memoranda and similar documents reasonably and customarily required to arrange the Financing, (ii) to the extent reasonably requested in writing by Parent at least ten (10) Business Days prior to Closing, to furnish Parent with all reasonable documents or other information required by bank regulatory authorities with respect to the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the U.S.A. Patriot Act of 2011, relating to the Company or any of its Subsidiaries, (iii) have the Company designate members of senior management of the Company to execute customary authorization letters with respect to Company information included in a customary confidential information memorandum for a syndicated bank financing and cause management of the Company to participate in a reasonable number of meetings or presentations, between senior management and the Financing Sources, (iv) to the extent timely requested by Parent and required under the Commitment Letter, to obtain documents reasonably requested by Parent or its Financing Sources relating to the repayment of the existing indebtedness of the Company and its Subsidiaries and the release of related liens and related guarantees, including customary payoff letters, (v) assist in the preparation of definitive financing documents, including guarantee and collateral documents and customary closing certificates as may be required by the Financing and (vi) use reasonable best efforts to (A) subject to Section 7.08, permit the prospective lenders involved in the Financing to evaluate the Company and its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements, (B) cooperate with Parent to establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing and (C) permit representatives of the prospective lenders to conduct commercial field examinations, inventory and intellectual property appraisals, Phase I environmental assessments and an appraisal of the owned real property, and make audits and appraisals delivered for the purposes of any credit facility available to Parent for purposes of its Financing. Such requested cooperation shall not, in the Company’s reasonable judgment, unreasonably interfere with the ongoing business or operations of the Company and any of its Subsidiaries. The Company and its counsel shall be given reasonable opportunity to review and comment upon any bank information memoranda, lender presentations or similar documents that include information about the Company or any of its Subsidiaries prepared in connection with the Financing, and Parent shall include in such memoranda, documents and other materials, comments reasonably proposed by the Company. Notwithstanding anything to the contrary contained in this Agreement, neither the Company nor any of its Subsidiaries shall be required to (A) pay any commitment or other similar fee, (B) incur any liability of any kind (or cause their respective Representatives to incur any liability of any kind) prior written consent to the Merger Effective Time, (C) enter into or approve (or commit to enter into or approve) any certificate, document, agreement, instrument or Financing Agreement, in each case which will be effective prior to the Merger Effective Time, (D) take any action that would (i) unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries, (ii) cause any representation or warranty in this Agreement to be breached, (iii) cause any director, officer or employee of the Company or any of its Subsidiaries to incur any personal liability, (iv) conflict with the organizational documents of the Company or any of its Subsidiaries or any Applicable Law or (v) result in the contravention of, or could reasonably be expected to result in a violation or breach of, or a default under, any contract to which the Company or any of its Subsidiaries is a party, (E) provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, (F) (i) provide any audited or unaudited financial statements (including separate financial statements for any Subsidiary) other than the Company SEC Documents, (ii) prepare any pro forma financial information (including pro forma cost savings synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information), (iii) change any fiscal period or (iv) provide financial or other information regarding the Company or its Subsidiaries that is not in the possession of the Company or any of its Subsidiaries or (G) issue any offering or information document or provide any legal opinion or other opinion of counsel or any solvency certificate that would become effective prior to Closing (it being understood that any solvency certificate would not cover Staples and its Subsidiaries after giving effect to the transactions contemplated under this Agreement). (h) The Company hereby consents to the reasonable use of all logos of the Company in connection with the Financing so long as such logos are used (i) solely in connection with a description of the Company., its business and products or the Merger and (ii) solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage or otherwise adversely affect the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights, and Parent shall make any modifications to such use requested by the Company. Any bank information memoranda, lender presentations or other documents prepared by or on behalf of or used by Parent, any of its Affiliates, or any Financing Source or any of its Affiliates, in Parent’s financing activities in connection with the Contemplated Transactions or any Financing or Alternative Financing that include any information provided by the Company, its Affiliates, or their respective Representatives, shall include a conspicuous disclaimer to the effect that none of the Company, its Affiliates, or their respective Representatives has any responsibility for the content of such document and that th