Common use of Financing Clause in Contracts

Financing. (a) Each of Parent and Merger Sub shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Financing Letters, including using reasonable best efforts to (i) maintain in effect and comply with the Financing Letters, (ii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market “flex” provisions) set forth in the Debt Commitment Letter), (iii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub in the Financing Letters and the definitive agreements related thereto (including by consummating the Equity Financing at or prior to the Closing on the terms and subject to the conditions set forth in the Equity Funding Letter) (or, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the Closing, (v) enforce its rights under the Financing Letters and the definitive agreements relating to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors shall not, without the prior written consent of the Company, agree to or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the definitive agreements relating to the Financing if such termination, amendment, supplement, modification or waiver would (A) reduce the aggregate amount of any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing would be below the amount required to pay the Required Amount, (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (C) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Letters or the definitive agreements with respect to the Financing. Parent shall promptly deliver to the Company copies of any amendment, modification, supplement, consent or waiver to or under any Financing Letter or the definitive agreements relating to the Financing promptly upon execution thereof. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 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 (i) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter or the Debt Commitment Letter (including any market “flex” provisions contained therein).

Financing. (a) Each (i) Subject to the other provisions of Parent and Merger Sub this Agreement, Amneal shall use reasonable best efforts (and shall use reasonable best efforts to cause its Affiliates and Subsidiaries) to take, or cause to be taken, all actions and necessary or advisable to doobtain, or cause to be doneobtained, all things necessary, proper or advisable to consummate and obtain the Debt Financing on the terms and subject only to conditions, described in the conditions Debt Commitment Letter (including as such terms may be modified or adjusted in accordance with the market terms of the “flex” provisions) set forth provisions contained in the Financing LettersFee Letter), including using reasonable best efforts to (iA) maintain in effect and comply with the Financing Letters, (ii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required Debt Commitment Letter until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt FinancingFinancing at or prior to Closing, (B) negotiate definitive agreements with respect to the Debt Financing on (the “Definitive Agreements”) consistent in all material respects with the terms and subject only to the conditions (including the market “flex” provisions) set forth contained in the Debt Commitment Letter (including any related “flex” provisions) or on other terms that, with respect to conditionality, are not less favorable favorable, in the aggregate, to Parent or Merger Sub Amneal than the terms and conditions (including market the “flex” provisions) contemplated by the Debt Commitment Letter but only to the extent that any such other terms would not reasonably be expected to adversely impact or delay in any material respect the ability of Amneal to consummate the Transactions and the Ancillary Transactions in accordance with this Agreement or obtain the Debt Financing (it being agreed that, notwithstanding the foregoing, Amneal may modify, supplement, amend or amend and restate the Debt Commitment Letter solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities (and make incidental or conforming amendments or modifications to reflect the addition of any such lenders, lead arrangers, bookrunners, syndication agents and similar entities), (C) satisfy (or obtain a waiver of) all conditions within its control to obtaining the Debt Financing and (D) upon satisfaction of all of the conditions in this Agreement to Amneal’s and Impax’s obligations to effect the Closing, and satisfaction of all of the conditions set forth in the Debt Commitment Letter), (iii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub in the Financing Letters and the definitive agreements related thereto (including by consummating the Equity Financing at or prior to the Closing on the terms and subject to the conditions set forth in the Equity Funding Letter) (or, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the Closing, (v) enforce its rights under the Financing Letters and the definitive agreements relating to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors shall not, without the prior written consent of the Company, agree to or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the definitive agreements relating to the Financing if such termination, amendment, supplement, modification or waiver would (A) reduce the aggregate amount of any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing would be below the amount required to pay the Required Amount, (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (C) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce enforcing its rights against the other parties to the Financing Letters or the definitive agreements with respect to the Financing. Parent shall promptly deliver to the Company copies of any amendment, modification, supplement, consent or waiver to or under any Financing Letter or the definitive agreements relating to the Financing promptly upon execution thereof. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 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 (i) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Debt Commitment Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter or if any, including to require such parties to provide the Debt Commitment Letter (including any market “flex” provisions contained therein)Financing.

Financing. (a) Each of Parent and Merger Sub shall use reasonable best efforts to take, or cause to be taken, all actions actions, and shall use reasonable best efforts to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the proceeds of the Financing on on, in the case of clause (iii)(y) below, subject to clauses (A) through (C) of clause (iii) below, the terms and subject only to conditions described in the conditions Commitment Letters (including including, as necessary, the market “flex” provisionsprovisions contained in any related fee letter) set forth as promptly as possible (taking into account the expected timing of the Marketing Period), but in any event on or prior to the Financing Lettersdate upon which the Merger is required to be consummated pursuant to the terms hereof, including by using reasonable best efforts with respect to (i) causing the Equity Investors to maintain in effect and comply with the Financing LettersEquity Commitment Letter, (ii) negotiate maintaining in effect the Debt Commitment Letter, (iii) negotiating and enter entering into on the Closing Date definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing on (the “Definitive Agreements”) (x) consistent with the terms and subject only to the conditions (including the market “flex” provisions) set forth contained in the Debt Commitment Letter (including, as necessary, the “flex” provisions contained in any related fee letter) or (y) if available, on other terms that, with respect to conditionality, that (A) are not less favorable acceptable to Parent in its sole discretion, (B) would not reasonably be expected to delay (taking into account the expected timing of the Marketing Period) or Merger Sub than adversely affect the terms ability of Parent to consummate the transactions contemplated hereby and conditions (including market “flex” provisionsC) set forth in the Debt Commitment Letterwould otherwise be permitted by Section 5.12(b), and (iiiiv) satisfy taking into account the expected timing of the Marketing Period, satisfying (or, if reasonably required to obtain the Financing, seeking the waiver of) on a timely basis all conditions applicable in the Debt Commitment Letter and the Definitive Agreements that are within the control of Parent or Merger Sub and complying with its obligations thereunder. In the event that all conditions contained in the Debt Commitment Letter or the Definitive Agreements (other than the consummation of the Merger and other than the availability of the Cash Equity and those that by their nature are to be satisfied at the Closing) have been satisfied or waived, Parent and Merger Sub in shall use their reasonable best efforts to cause the Lenders thereunder to comply with their respective obligations thereunder, including to fund the Debt Financing Letters and the definitive agreements related thereto (including by consummating the Equity Financing at or prior to the Closing on the terms and including, subject to Section 8.7(c), by promptly commencing a litigation proceeding against any breaching Lender or other financial institution to compel such Lender or financial institution to provide its portion of the conditions set forth in Debt Financing or otherwise comply with its obligations under the Equity Funding Letter) (or, if necessary Debt Commitment Letter or deemed advisable by Parent, seek the waiver Definitive Agreements). Each of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto)shall use its reasonable best efforts to comply with its respective obligations, (iv) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the Closing, (v) enforce its rights respective rights, under the Financing Commitment Letters and the definitive agreements relating to the Financing Definitive Agreements in a timely and diligent manner. (vib) otherwise comply with Parent’s Parent shall not, and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, shall not permit Merger Sub and the Guarantors shall notto, without the prior written consent of the Company, agree to or : (i) permit any termination of or amendment, supplement amendment or modification to be made to, or grant any waiver of any provision or remedy under, the Financing Commitment Letters or the definitive agreements relating to the Financing if such termination, amendment, supplement, modification or waiver would (A) reduce adds new (or adversely modifies any existing) conditions to the aggregate amount consummation of all or any portion of the Financing Financing, (including by increasing B) reduces the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing would be below the to an amount required to pay the Required Amount, (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or be less than the Merger Amounts, (C) adversely impact affects in a material respect the ability of Parent to enforce its rights against other parties to the Commitment Letters or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, relative to the ability of Parent or Merger Sub, as applicable, to enforce its rights against the other parties to the Financing Commitment Letters as in effect on the date hereof or (D) could otherwise reasonably be expected to prevent, materially impede or materially delay the consummation of the Merger and the other transactions contemplated by this Agreement (taking into account the expected timing of the Marketing Period); or (ii) terminate any Commitment Letter or any Definitive Agreement unless such Commitment Letter or Definitive Agreement is replaced at such time with a new commitment letter or a new definitive agreements with respect to agreement that would satisfy the Financingpreceding clause (i). Parent and Merger Sub shall promptly deliver to the Company copies of any amendment, modification, supplement, consent waiver or waiver to or under replacement of any Financing Commitment Letter or any Definitive Agreement. (c) In the definitive agreements relating event that any portion of the Debt Financing becomes unavailable, regardless of the reason therefor, Parent and Merger Sub will (i) use reasonable best efforts to obtain alternative debt financing (in an amount sufficient, when taken together with Cash Equity and the Financing available portion of the Debt Financing, to pay the Merger Consideration and the other Merger Amounts) as promptly upon execution thereof. Notwithstanding anything to as reasonably practicable from the contrary same or other sources; provided, that, in this Agreement, nothing contained in this Section 5.04 no event shall requireParent be required to, and in no event shall the its reasonable best efforts of Parent or Merger Sub be deemed or construed to requirerequire it to, either obtain alternative financing that includes terms and conditions, taken as a whole, that are less favorable in any material respect to Parent or Merger Sub to (i) seek the Equity Financing from any source other and its Subsidiaries than the counterparties toterms and conditions, taken as a whole, set forth in the Debt Commitment Letter as of the date hereof or in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) would require it to pay any material fees or agree to pay any interest rate amounts or original issue discounts, in either case, in excess of those contemplated by the Equity Funding Debt Commitment Letter as in effect on the date hereof (taking into account any flex provisions applicable thereto contained in the Fee Letters) or which include any conditions to the consummation of such alternative debt financing that would reasonably be expected to make the funding of such alternative debt financing less likely to occur, than the conditions set forth in the Debt Commitment Letter as of the date hereof (including and, when obtained, provide the Company with a true and correct copy of any market new financing commitment for such alternative debt financing) and (ii) promptly (and in any event within two (2) Business Days) notify the Company of such unavailability and the reason therefor. For the purposes of this Agreement, the term “flexDebt Commitment Letter” provisions contained thereinshall be deemed to include any commitment letter (or similar agreement) with respect to any alternative or replacement financing arranged in compliance herewith (and any Debt Commitment Letter remaining in effect at the time in question). Parent and Merger Sub shall provide the Company with prompt oral and written notice of any actual or threatened material breach, early termination, repudiation or material default by any party to any Commitment Letter or any Definitive Agreement, in each case, of which Parent or Merger Sub obtain Knowledge and the receipt of any written notice or other written communication from any Lender, Equity Investor or other financing source with respect to any material breach, material default, early termination or repudiation by any party to any Commitment Letter or any Definitive Agreement of any provision thereof. Parent and Merger Sub shall keep the Company reasonably informed on a current basis of the status of its efforts to consummate the Financing. The foregoing notwithstanding, compliance by Parent and Merger Sub with this Section 5.12 shall not relieve Parent or Merger Sub of their obligation to consummate the transactions contemplated by this Agreement whether or not the Financing is available.

Financing. (a) Each of Parent Parent, Merger Sub and Merger Sub I shall use its reasonable best efforts (taking into account the expected timing of the Marketing Period) to take, take (or cause to be taken) all actions, all actions and to do, do (or cause to be done, ) all things necessary, proper or advisable to consummate and obtain the proceeds of the Debt Financing contemplated by the Debt Financing Commitments on the terms and subject only to conditions described in the conditions Debt Financing Commitments (including the market “flex” provisions) set forth in the Financing Lettersany flex provisions applicable thereto), including using reasonable best efforts to (i) maintain in effect and comply with the Financing Letters, (ii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing thereto on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market “flex” the flex provisions) set forth contained therein or on other terms not materially less favorable, in the Debt Commitment Letteraggregate, to Parent (as determined in the reasonable judgment of Parent) and not in violation of this Section 5.15(a) (including clauses (A)-(C) below), (iiiii) satisfy (or, if deemed advisable by Parent, seek a waiver of) on a timely basis all conditions applicable to Parent Parent, Merger Sub and Merger Sub I in the Debt Financing Letters Commitments that are within its control and the definitive agreements otherwise comply with its obligations thereunder and pay related thereto (including by consummating the Equity Financing at or prior to fees and expenses on the Closing on Date, (iii) maintain in effect the Debt Financing Commitments in accordance with the terms thereof (except for amendments and subject to supplements not prohibited by this Section 5.15(a)) until the conditions set forth transactions contemplated by this Agreement are consummated or this Agreement is terminated in the Equity Funding Letter) (oraccordance with its terms, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the Closing, (v) enforce its rights under the Debt Financing Letters Commitments in the event of a breach by any counterparty thereto that would reasonably be expected to materially impede or delay the Closing. Parent shall have the right from time to time to amend, supplement, amend and restate or modify the definitive agreements relating to the Debt Financing Commitments; provided, that any such amendment, supplement, amendment and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and restatement or other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors modification shall not, without the prior written consent of the Company, agree to Company (A) add new (or permit adversely modify any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the definitive agreements relating existing) conditions precedent to the Debt Financing if such terminationas set forth in the Debt Financing Commitments as in effect on the date hereof, amendment, supplement, modification or waiver would (AB) reduce the aggregate amount of any portion of the Debt Financing Commitments (including by increasing changing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity as set forth in the Debt Financing is increased by a corresponding amountCommitments) such that the aggregate amount of the Financing would be below the amount required to pay the Required Amount, (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably adversely impact in any material respect the ability of Parent to consummate the Merger or that would otherwise be expected to materially delay or prevent impede the Merger or (C) otherwise be reasonably expected to (I) prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement, (II) make the funding of the Debt Financing (or satisfaction of as set forth in the conditions Debt Financing Commitments less likely to the Financing) on the Closing Date occur or (CIII) adversely impact the ability of Parent Parent, Merger Sub or Merger Sub, as applicable, Sub I to enforce its their rights against the other parties to the Debt Financing Letters Commitments or the definitive agreements with respect thereto. For the avoidance of doubt, but subject to the Financing. foregoing, Parent shall promptly deliver to the Company copies of any amendment, modificationmay amend, supplement, consent amend and restate, modify or waiver replace the Debt Financing Commitments as in effect at the date hereof (x) to add or under any replace lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Letter or Commitments as of the definitive agreements relating to the Financing promptly upon execution thereof. Notwithstanding anything to the contrary in date of this Agreement, nothing contained in this Section 5.04 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 (i) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Letter, Agreement or (iiy) pay any material fees in excess to increase the amount of those Indebtedness contemplated by the Equity Funding Letter or Debt Financing Commitments. For purposes of this Section 5.15, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter Financing Commitments as permitted to be amended, supplemented or modified by this Section 5.15(a) (including and, if applicable, shall include any market Alternative Financing used to satisfy the obligations under this Agreement) and references to “flex” provisions contained therein).Debt Financing

Financing. (a) Each of Parent The Buyer and Merger the Acquisition Sub shall will use reasonable their best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on proceeds of the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Financing LettersFinancing, including using reasonable their best efforts to (iA) consummate the Financing contemplated by the Commitment Letters at such time as all conditions set forth in Section 7.1 are satisfied (except for those requiring delivery of a certificate evidencing certain matters), (B) maintain the effectiveness of the Commitment Letters (and the term sheets and fee letters related thereto) in effect accordance with their respective terms, other than such amendments or modifications as would not reasonably be expected to impair the Buyer and comply with the Financing LettersAcquisition Sub’s ability to consummate the transactions contemplated hereby, (iiC) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined Financing contemplated by Parent to be reasonably likely to be necessary in connection the Commitment Letters consistent with the funding of the Debt Financing) with respect to the Debt Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions contained therein, and (including market “flex” provisions) set forth in the Debt Commitment Letter), (iiiD) satisfy on a timely basis all conditions applicable precedent to Parent funding in such definitive agreements and Merger Sub in the Commitment Letters (and the term sheets and fee letters related thereto); provided that, notwithstanding the foregoing, the Buyer may terminate, or allow the termination of, the Debt Commitment Letter, if prior thereto or substantially concurrently therewith the Buyer enters into a replacement commitment letter that contains no conditions precedent to funding thereunder beyond (or materially and adversely modified from) those in the Debt Commitment Letter, and provides for financing in an amount that, when taken together with the amount of equity provided under the Equity Commitment Letter, is not less than that provided for in the Financing Letters and the definitive agreements related thereto (including by consummating the Equity Financing at or prior to the Closing on the terms and subject to the conditions set forth in the Equity Funding Letter) (or, if necessary or deemed advisable by Parent, seek the waiver as of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the Closing, (v) enforce its rights under the Financing Letters and the definitive agreements relating to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors shall not, without the prior written consent of the Company, agree to or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the definitive agreements relating to the Financing if such termination, amendment, supplement, modification or waiver would (A) reduce the aggregate amount of any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless Agreement. For the avoidance of doubt, occurrence of the Financing and/or the Buyer’s receipt of the proceeds thereof shall not be a condition precedent to the obligations of the Buyer and the Acquisition Sub to effect the Merger. (b) The Company will use commercially reasonable efforts to assist and cooperate with the Buyer and the Acquisition Sub in connection with their efforts to obtain the proceeds of the Financing, including but not limited to using commercially reasonable efforts to provide information relating to the Company reasonably requested by the financial institution or institutions providing the Financing, using commercially reasonable efforts to make representatives of and advisors to the Company reasonably available in connection with syndication efforts regarding the Financing, and using commercially reasonable efforts to execute and deliver, and cause the Company’s Subsidiaries and its and their officers, to execute and deliver, customary certificates and other documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the Debt Financing or Equity Financing is increased as may be reasonably requested by a corresponding amount) such the Buyer in connection with the Debt Financing; provided, however, that the aggregate amount no obligation of the Financing would Company or any of the Company’s Subsidiaries under any such certificate, document or instrument will be below effective until the amount Effective Time and none of the Company or any of its Subsidiaries will be required to pay any commitment or other similar fee or incur any other liability in connection with the Required Amount, (B) impose new or additional conditions precedent Debt Financing prior to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (C) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Letters or the definitive agreements with respect to the Financing. Parent shall promptly deliver to the Company copies of any amendment, modification, supplement, consent or waiver to or under any Financing Letter or the definitive agreements relating to the Financing promptly upon execution thereof. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 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 (i) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter or the Debt Commitment Letter (including any market “flex” provisions contained therein)Effective Time.

Financing. (a) Each of Prior to the Closing, Parent and Merger Sub 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, proper advisable or advisable desirable to arrange and consummate and obtain the Financing on the terms and subject only conditions no less favorable to Parent and Merger Sub than those described in or contemplated by the conditions Commitment Letters and the Fee Letter (including the any “market “flex” provisions) set forth provisions that are contained in the Financing LettersFee Letter), including using reasonable best efforts to (i) maintain satisfy on a timely basis (taking into account the anticipated timing of the Marketing Period) all conditions applicable to Parent or Merger Sub set forth in effect the Commitment Letters and comply with the Financing LettersFee Letter (including definitive agreements related thereto) that are within its control, including the payment of any commitment, engagement or placement fees required as a condition to the Debt Financing, (ii) maintain in effect the Commitment Letters (subject to Parent’s right to amend, modify, supplement, restate, assign, substitute or replace the Commitment Letters in accordance herewith), comply with its obligations pursuant to the Commitment Letters, diligently enforce their rights under the Commitment Letters and, with respect to the Debt Commitment Letter, negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing thereto on the terms and subject only conditions no less favorable to the conditions (including the market “flex” provisions) set forth Parent and Merger Sub than those described in or contemplated in the Debt Commitment Letter and the Fee Letter (including any “market flex” provisions contained in the Fee Letter), (iii) consummate the Financing at or prior to the Closing, (iv) ensure the participation by a Representative of Parent and Merger Sub in, and assistance by Representatives of Parent and Merger Sub with, the preparation of rating agency presentations, meetings with ratings agencies and meetings with prospective lenders and (v) comply with Merger Sub’s obligations under the Debt Commitment Letter and the Fee Letter. If funds in the amounts and on other the terms that, with respect to conditionality, are not less favorable set forth in a Debt Commitment Letter become unavailable to Parent or Merger Sub than on the terms and conditions (including any “market flex” provisions contained in the Fee Letter) contemplated in the Debt Commitment Letter and the Fee Letter (other than as a result of the Company’s breach of this Agreement, or if the Company’s failure to perform would be the sole cause of the conditions set forth in Section 7.01 or Section 7.02 not to be satisfied), Parent and Merger Sub shall promptly notify the Company of such fact and shall use their reasonable best efforts to obtain as promptly as practicable alternative debt financing (the “Alternative Financing”) in amounts, when added with the Equity Financing, sufficient to consummate the Transactions, including, for the avoidance of doubt, payment of the Required Amount and that would not (i) include any conditions precedent to the Debt Financing that are not contained in the Debt Commitment Letter and the Fee Letter that would reasonably be expected to (1) make the funding of the Debt Financing (or the satisfaction of the conditions to obtaining the Debt Financing) less likely to occur or (2) materially delay or prevent the Closing and (ii) otherwise reasonably be expected to materially delay or prevent the Closing; provided that Parent and Merger Sub shall not be required to accept any Alternative Financing having terms and conditions (including “market flex” provisions) set forth in the Debt Commitment Letter), (iii) satisfy on a timely basis all conditions applicable less favorable to Parent and Merger Sub than those in the Financing Letters Debt Commitment Letter and the definitive agreements related thereto (including by consummating the Equity Financing at or prior to the Closing on the terms and subject to the conditions set forth in the Equity Funding Fee Letter) (or; provided, further, that if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained proceed with such Alternative Financing, Parent and Merger Sub shall be subject to the same obligations with respect to such Alternative Financing as set forth in this Section 6.09(a) with respect to the Financing, and all references in this Agreement to the “Debt Financing”, “Financing”, “Debt Commitment Letter”, “Fee Letter” and “Commitment Letters” (and other like terms in this Agreement) shall be deemed to also include such Alternative Financing, as applicable. In the event all conditions applicable to the Commitment Letters have been satisfied or waived, Parent shall cause the Fund to fund the Equity Financing and shall use its reasonable best efforts to cause the Persons providing the Debt Financing to fund such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations Financing required to consummate the Offer Transactions on the Closing Date. (b) Upon written request of the Company, Parent shall keep the Company apprised (as promptly as possible, and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the Closing, in any event within forty-eight (v48) enforce its rights under the Financing Letters and the definitive agreements relating to the Financing and (vihours) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements of material developments relating to the Financing. ParentParent shall give the Company prompt written notice of any material adverse change with respect to the Financing. Without limiting the generality of the foregoing, Parent shall give the Company prompt written notice and, in any event, within forty-eight (48) hours, (i) of any breach, default, termination or repudiation by any party to any of the Commitment Letters or definitive agreements related to the Financing of which Parent or Merger Sub becomes aware, (ii) of the receipt of (A) any written notice or (B) other written communication, in each case from any Lender Related Party with respect to any (1) actual breach, default, termination or repudiation by any party to any of the Commitment Letters or definitive agreements related to the Financing of any provisions of the Commitment Letters or definitive agreements related to the Financing of which Parent or Merger Sub becomes aware or (2) material dispute or disagreement between or among any parties to the Commitment Letters or definitive agreements of which Parent becomes aware related to the Financing with respect to the obligation to fund any of the Financing or the amount of the Financing to be funded at the Closing 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 sources contemplated by the Commitment Letters or definitive agreements related to the Financing such that it would not have amounts sufficient to consummate the Merger and the Guarantors shall notother Transactions, without the prior written consent including payment of the CompanyRequired Amount. As soon as reasonably practicable, agree but in any event within forty-eight (48) hours of the date that the Company delivers to Parent a written request, Parent shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (i), (ii) or permit (iii) of the immediately preceding sentence. Parent shall not replace, amend, supplement, modify or waive the Debt Commitment Letter or any termination of or amendment, supplement or modification to be made to, or grant any waiver provision of any provision under, the Financing Letters or the definitive agreements fee letter relating to the Financing if such terminationDebt Commitment Letter (it being understood that the existence or exercise of “market flex” provisions contained in the Fee Letter shall not constitute a replacement, amendment, supplement, modification or waiver would of the Debt Commitment Letter), without the Company’s prior written consent (Asuch consent not to be unreasonably withheld, or conditioned or delayed) reduce if such replacement, amendment, supplement, modification or waiver (x) reduces the aggregate amount of any portion of the Debt Financing (including by increasing changing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amountsimilar fees) such that Parent would not have amounts sufficient to consummate the aggregate amount Merger and the other Transactions, including payment of the Financing would be below the amount required to pay the Required Amount, (By) impose new amends the conditions precedent to the Debt Financing in a manner that adds additional conditions precedent to the Debt Financing, or additional otherwise expands, amends or modifies any of the conditions precedent to the availability of the Financing or otherwise expandDebt Financing, amend or modify any of the conditions precedent to the Financing in each case, in a manner that would reasonably be expected to (1) make the funding of the Debt Financing (or the satisfaction of the conditions to obtaining the Debt Financing) less likely to occur or (2) materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (Cz) adversely impact impacts the ability of Parent or Merger Sub, as applicable, Sub to enforce its rights against the other parties to the Financing Letters or the definitive agreements with respect to the Financing. Parent shall promptly deliver to the Company copies of any amendment, modification, supplement, consent or waiver to or under any Financing Letter or the definitive agreements relating to the Financing promptly upon execution thereof. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 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 (i) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter or the Debt Commitment Letter (as it may be replaced, amended, supplemented, modified or waived in accordance with this Section 6.09); provided that Parent and Merger Sub may replace, amend, supplement or modify the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities (or titles with respect to such entities) that have not executed the Debt Commitment Letter as of the date of this Agreement (it being understood that the aggregate commitments of the lenders party to the Debt Commitment Letter prior to such amendment, supplement or modification may be reduced in the amount of such additional party’s commitments) (provided that, except as provided for in the Debt Commitment Letter with respect to Additional Committing Lenders (as defined in the Debt Commitment Letter), no such addition shall relieve the original Committed Lenders of their obligations under the Debt Commitment Letter prior to the funding of the Debt Financing). Parent shall promptly provide to the Company true and complete copies of any commitment letter and fee letter (which, in the case of a fee letter, may redact Permissible Redacted Terms) associated with a replacement Debt Financing or Alternative Financing as well as any amendment, supplement, modification or waiver of any Debt Commitment Letter or any related fee letter (which, in the case of a fee letter, may redact Permissible Redacted Terms), that is permitted hereunder. (c) Parent shall not replace, amend, supplement, modify or waive or agree to replace, amend, supplement, modify or waive (in any case whether by action or inaction), any term of the Equity Commitment Letter without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Parent shall promptly (and in any event within one (1) Business Day) notify the Company of (i) the expiration or termination (or attempted or purported termination, whether or not valid) of the Equity Commitment Letter or (ii) any refusal by the Fund to provide the full financing contemplated by the Equity Commitment Letter. (d) Prior to the Closing, the Company shall use its reasonable best efforts to provide, and to cause the Company Subsidiaries and its and their respective Representatives to use their reasonable best efforts to provide, to Parent and Merger Sub, in each case at Parent’s sole cost and expense (subject to the expense reimbursement provision in the last sentence of this Section 6.09(d)), such cooperation as is customary and reasonably requested by Parent in connection with the arrangement of the Debt Financing or any customary high-yield non-convertible bonds being issued in lieu of all or any portion of the Debt Financing, including by: (i) assisting in preparation for and participating (including causing the Company’s and Company Subsidiaries’ management teams, with appropriate seniority and expertise to participate) in a reasonable number of investor and lender meetings (including a reasonable and limited number of customary one on one meetings and calls that are requested in advance with or by the parties acting as lead arrangers, bookrunners or agents for, and prospective lenders and purchasers of, the Debt Financing), lender due diligence presentations, drafting sessions, road shows and presentations, including sessions with rating agencies in connection with the Debt Financing or any market customary high-yield non-convertible bonds being issued in lieu of all or any portion of the Debt Financing at reasonable times and locations mutually agreed, and assisting Parent in obtaining ratings in connection with the Debt Financing or any customary high-yield non-convertible bonds being issued in lieu of all or any portion of the Debt Financing; (ii) assisting Parent, Merger Sub and the Lender Related Parties with the preparation by Parent, Merger Sub and the Lender Related Parties of materials for rating agency presentations, lender presentations, high-yield road show presentations and offering memoranda, bridge teasers, private placement memoranda, bank information memoranda and similar marketing documents required in connection with the Debt Financing or any customary high-yield non-convertible bonds being issued in lieu of all or any portion of the Debt Financing; provided that (i) the Company’s obligation to provide information for such materials shall be limited to information about the Company and the Company Subsidiaries and (ii) Parent and Merger Sub shall be solely responsible for, the preparation of 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 (collectively, the “flexDebt Marketing Materials”), including (A) furnishing business and financial projections with respect to the Company on a consolidated basis reasonably requested by Parent or Merger Sub and (B) furnishing records, data or other information with respect to the Company and the Company Subsidiaries necessary to support any statistical information or claims relating to the Company and the Company Subsidiaries appearing in the Debt Marketing Materials; (iii) executing and delivering as of (but not prior to) the Closing any pledge and security documents, other definitive financing documents for the Debt Financing or any customary high-yield non-convertible bonds being issued in lieu of all or any portion of the Debt Financing, or other certificates or documents and back up therefor and for legal opinions as may be reasonably requested by Parent (including (x) solely to the extent such Person has been appointed as chief financial officer or treasurer (or other comparable officer) of the Borrower (as defined in the Debt Commitment Letter) on the Closing Date, executing and delivering a certificate of the chief financial officer or treasurer (or other comparable officer) of the Borrower substantially in the form attached as Annex I to Exhibit E to the Debt Commitment Letter certifying the solvency, after giving effect to the Transactions, of the Borrower and its subsidiaries on a consolidated basis and (y) any certificate or other document reasonably requested by Parent as backup for legal opinions to be provided in connection with the transactions contemplated by Section 6.12)) and otherwise reasonably facilitating the granting of guarantees and the pledging of collateral; provided that (A) none of the documents or certificates shall be executed and/or delivered except in connection with the Closing, (B) the effectiveness thereof shall be conditioned upon, or become operative after, the occurrence of the Closing (in the case of each of the foregoing clauses (A) and (B), other than the execution of (1) the authorization letters set forth in Section 6.09(d)(vi) below, (2) the representation letters required by the Company’s auditors in connection with the delivery of “comfort letters” provisions contained therein).set forth in Section 6.09(d)(ix) below, (3) the prepayment, termination or redemption notices set forth in Section 6.09(d)(v) below, (4) a customary solicitation agent agreement in connection with any consent solicitation or change of control tender offer in respect of the 2021 Notes, the 2023 Notes or the 2025 Notes set forth in Section 6.12, (5) a customary dealer manager agreement in connection with any tender offer, exchange offer or change of control tender offer in respect of the 2021 Notes, the 2023 Notes or the 2025 Notes set forth in Section 6.12, (6) any certificate or other document reasonably requested by Parent as backup for legal opinions to be provided in connection with the transactions contemplated by Section 6.12, (7) customary ancillary agreements and closing deliverables for any consent solicitation, tender offer, exchange offer, change of control tender offer, optional redemption, satisfaction and discharge or defeasance in respect of the 2021 Notes, the 2023 Notes or the 2025 Notes set forth in Section 6.12, (8) any approvals or authorizations by the board of directors (or equivalent bodies) of the Company or any Company Subsidiary in connection with any consent solicitation, tender offer, exchange offer, change of control tender offer, optional redemption, s

Financing. (a) Each of Parent and Merger Sub shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Financing Letters if such amendment, modification or waiver would or would reasonably be expected to (i) reduce the aggregate amount of the Debt Financing unless the Equity Financing is increased by an equivalent amount; (ii) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt of the Financing in a manner that would reasonably be expected to delay or prevent in any material respect the ability of Parent to consummate the Merger; or (iii) adversely impact the ability of Parent, Merger Sub or the Company, as applicable, to enforce its rights against the other parties to the Financing Letters. Notwithstanding the foregoing, assignments consummated pursuant to the terms of the Financing Letters are permitted. (b) Each of Parent and Merger Sub shall use commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or and advisable to consummate arrange and obtain the Financing on the terms and subject only to the conditions (including the market “flex” provisionsflex provisions applicable thereto) set forth described in the Financing Letters, including using commercially reasonable best efforts to (i) maintain in effect and comply the Financing Letters in accordance with the Financing Letters, terms and subject to the conditions thereof; (ii) negotiate negotiate, execute and enter into deliver definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined Financing contemplated by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing Letters on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market “flex” the flex provisions) set forth in contemplated by the Debt Commitment Letter), Financing Letters; (iii) satisfy on a timely basis all conditions to funding that are applicable to Parent and Merger Sub in the Financing Letters and the and/or definitive agreements related thereto for the Financings; (including by consummating the Equity Financing at or prior to the Closing on the terms and subject to iv) upon satisfaction of the conditions set forth in the Equity Funding Letter) (orFinancing Letters and this Agreement, if necessary or deemed advisable by Parent, seek including the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver expiration of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Mergerwaiting period, consummate the Financing at or prior to Closing; and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the Closing, (v) enforce comply in all material respects with its rights under the Financing Letters and the definitive agreements relating obligations pursuant to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations Letters; provided, however, that under the Financing Letters and the definitive agreements relating to the Financing. no circumstances shall Parent, Merger Sub and the Guarantors shall not, without the prior written consent or any other Parent Related Party be required to commence or sustain a Legal Proceeding against any of the Company, agree to or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the definitive agreements relating to the Financing if such termination, amendment, supplement, modification or waiver would (A) reduce the aggregate amount of any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing would be below the amount required to pay the Required Amount, (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing Sources in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (C) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Letters or the definitive agreements connection with respect to the Financing. Parent shall promptly deliver to the Company copies of any amendment, modification, supplement, consent or waiver to or under any Financing Letter or the definitive agreements relating to the Financing promptly upon execution thereof. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 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 (i) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter Transactions or the Debt Commitment Letter (including any market “flex” provisions contained therein)Commitment.

Financing. (a) Each of Parent and Merger Sub The Buyer Parties shall use their commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable necessary to consummate and obtain arrange the Financing Debt Refinancing on the terms and subject only to the conditions (including the market “flex” provisions) set forth described in the Financing LettersRefinancing Commitment Letter, including using their commercially reasonable best efforts to (i) maintain in effect and comply with the Financing Letters, Refinancing Commitment Letter; (ii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market “flex” provisions) set forth in the Debt Commitment Letter), (iii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub the Buyer Parties to obtaining the Debt Refinancing as set forth in the Financing Letters Refinancing Commitment Letter that are within its control; (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions (including, if necessary, the flex provisions) contemplated by the Refinancing Commitment Letter or on other terms no less favorable to Buyer; (iv) comply with the Buyer’s obligations under the Refinancing Commitment Letter and the definitive agreements related thereto with respect thereto; (including by consummating v) subject to the Equity Financing terms and conditions contemplated in the Refinancing Commitment Letter, consummate the Debt Refinancing at or prior to the Closing on the terms Effective Time; and subject to the conditions set forth in the Equity Funding Letter) (or, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the Closing, (vvi) enforce its rights under the Financing Letters and the definitive agreements relating to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the FinancingRefinancing Commitment Letter. Parent, Merger Sub and the Guarantors shall not, without the prior written consent of the Company, agree to or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the definitive agreements relating to the Financing if such termination, amendment, supplement, modification or waiver would (A) reduce the aggregate amount of If any portion of the Financing Debt Refinancing becomes unavailable on the terms and conditions (including by increasing the amount of fees to be paid or original issue discount as compared to flex provisions) contemplated in the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing would be below the amount required to pay the Required Amount, (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (C) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Letters Refinancing Commitment Letter or the definitive agreements with respect to thereto, the Financing. Parent Buyer Parties shall promptly deliver notify the MLP Parties and use their commercially reasonable efforts to amend, modify, supplement, alter, restate, substitute or replace the Company copies of Debt Refinancing with other alternative financing, on terms no less favorable to Buyer, as promptly as possible; provided, however, that the Buyer Parties shall not permit any amendment, modification, supplement, consent alteration, restatement, substitution or waiver to or under any Financing Letter or replacement of the definitive agreements relating to the Financing promptly upon execution thereof. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 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 (i) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Refinancing Commitment Letter or the Debt Refinancing on terms that are less favorable to Buyer, without the prior consent of the MLP Parties, such consent not to be unreasonably withheld, delayed or conditioned. In such event, the term “Refinancing Commitment Letter” as used herein shall be deemed to include the amended, modified, supplemented, altered, restated, substituted or replacement, commitment letter. The Buyer Parties shall promptly (and in any event within two Business Days) notify the MLP Parties: (A) of any default or breach by any party to the Refinancing Commitment Letter or definitive documents related to the Debt Refinancing of which the Buyer Parties are aware; (including B) of the receipt of any market “flex” provisions contained therein)written notice from any party to the Refinancing Commitment Letter with respect to (1) any default, breach, termination or repudiation by any party to the Refinancing Commitment Letter or definitive documents related to the Debt Refinancing or (2) any material dispute or disagreement between or among parties to the Refinancing Commitment Letter or definitive documents related to the Debt Refinancing of which the Buyer Parties become aware; and (C) if for any reason the Buyer Parties determine in good faith that they will not be able to obtain all or any portion of the Debt Refinancing on the terms, in the manner or from the sources contemplated by the Refinancing Commitment Letters. The Buyer Parties shall keep the MLP Parties informed on a reasonably current basis of the status of their efforts to arrange the Debt Refinancing and provide copies of all draft and executed documents related to the Debt Refinancing to the MLP Parties. In the event that the Buyer Parties are unable to obtain the Debt Refinancing or alternative financing on terms no less favorable to Buyer, the Buyer Parties will obtain an amendment to the Buyer Credit Agreement so that the Buyer will be permitted thereunder to, and will have sufficient funds available thereunder to, refinance the MLP Credit Agreements at the Closing; provided, however, that the Buyer Parties shall be permitted to pay any and all fees to the lenders and administrative agent in connection with any such amendment without the prior consent of the MLP Parties.

Financing. (a) Each of Parent and Merger Holding Company shall cause Holdings and Sub shall to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on full amount of the terms and subject only to the conditions (including the market “flex” provisions) set forth financing contained in the Financing Letters, including using reasonable best efforts to (i) maintain in effect and comply Commitments consistent with the Financing Letters, (ii) negotiate terms specified and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market “flex” provisions) set forth in the Debt Commitment Letter), (iii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub described in the Financing Letters and the definitive agreements related thereto (including by consummating the Equity Financing at or prior Commitments delivered to the Closing on the terms Company by Parent Group; provided, however, it is expressly understood and subject to the conditions set forth in the Equity Funding Letter) (or, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to agreed that Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver of the conditions to Parent’s and Merger SubGroup’s obligations to consummate the Offer Merger on the terms and conditions specified herein are not subject to a financing condition or the results of Parent Group’s efforts to obtain the full amount of the financing required to effect the Closing pursuant to Section 1.03 hereof and to satisfy their obligations under Article II hereof, including, depositing (or causing to be deposited) with the Paying Agent and LaSalle sufficient funds to make all payments pursuant to Article II hereof. (b) Parent Group will keep the Company reasonably informed of the status of the Financing Commitments and the Available Cash and any material developments with respect thereto. (c) The Company shall provide, and will cause its officers and employees to provide, all necessary cooperation and information in connection with the arrangement and obtaining of the financing contained in the Financing Commitment as may be reasonably requested by Parent, including, without limitation, facilitating customary due diligence and arranging senior officers, as selected by Parent, to meet with prospective lenders and investors in customary presentations (including “road show” presentations and sessions with rating agencies), cooperation in the preparation and filing of any offering documents, the issuance of any comfort letter, the receipt of any auditors’ consents, certifications of the chief financial officer with respect to solvency matters, the delivery of consolidated pro forma financial information and the use of commercially reasonable efforts to cause each independent auditor to so cooperate or otherwise. Parent shall not amend, supplement, modify or terminate (whether unilaterally or by mutual consent), in a manner either materially adverse to the Company or to the consummation of the Merger, consummate the any Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the ClosingCommitment, (v) enforce its or waive any rights under the Financing Letters and the definitive agreements relating thereunder, prior to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors shall nottermination of this Agreement, without the prior written consent of the Company. (d) The Company acknowledges that, agree to or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the definitive agreements relating prior to the Financing if such terminationEffective Time, amendmentParent may, supplement, modification or waiver would (A) reduce the aggregate amount of any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such Parent may request that the aggregate amount of the Financing would be below the amount required to pay the Required AmountCompany and its Subsidiaries, (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (C) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Letters or the definitive agreements take actions with respect to the Financing. Parent shall promptly deliver to the Company copies of any amendment, modification, supplement, consent or waiver to or under any Financing Letter or the definitive agreements relating to the Financing promptly upon execution thereof. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 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 (i) seek prepaying, redeeming and/or obtaining the Equity Financing from any source other than consent of the counterparties to, or holders of the Company’s outstanding Senior Notes in any amount in excess accordance with the terms of that contemplated by, the Equity Funding Letter, indenture pursuant to which such notes were issued or (ii) pay restructuring the Company Credit Facility. The Company agrees to cooperate with such efforts and provide such information or take such actions as may be reasonably requested by Parent Group with respect thereto, including call for prepayment or redemption, or to renegotiate, as the case may be, the Senior Notes; provided, that (i) no such prepayment or redemption shall actually be made until substantially contemporaneous with or after, or, in the case of the call for prepayment, immediately prior to or contemporaneous with, the Effective Time and (ii) no such call for prepayment or redemption shall be required prior to the Effective Time unless the Company is permitted to condition such call for prepayment or redemption on the occurrence of the Effective Time or to withdraw such call for prepayment or redemption if the Effective Time shall not have occurred on or prior to the applicable scheduled prepayment or redemption date; and provided, further, that the Company shall not be required to enter into any material fees in excess of those contemplated by bank commitment that will become effective prior to the Equity Funding Letter or the Debt Commitment Letter (including any market “flex” provisions contained therein)Effective Time. .

Financing. (a) Each of Parent and Merger Sub shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on a timely basis to facilitate the Closing when required by Section 2.01 on the terms and subject only to the conditions (including the market “flex” provisions) set forth described in the Financing Commitment Letters, including using reasonable best efforts to (i) maintain in effect and comply with the Financing Commitment Letters, (ii) ensure the accuracy of all representations and warranties of Parent set forth in the Commitment Letters, (iii) comply with all covenants of Parent set forth in the Commitment Letters, (iv) satisfy (or obtain waivers to satisfy) on, or prior to, the Closing Date (and, in any event, prior to the Outside Date), all conditions to funding in the Commitment Letters and such definitive agreements to be entered into pursuant thereto applicable to Parent that are within Parent’s control, (v) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market “flex” provisions) set forth described in the Debt Commitment Letter), Letters in all material respects and (iii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub in the Financing Letters and the definitive agreements related thereto (including by consummating the Equity Financing at or prior to the Closing on the terms and subject to the conditions set forth in the Equity Funding Letter) (or, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the Closing, (vvi) enforce its rights under the Commitment Letters. In the event that all conditions precedent in the Financing Commitments have been satisfied, or upon funding will be satisfied, Parent will use its reasonable best efforts to cause the Financing Sources party to such Commitment Letters to fund on the Closing Date the full amount of the Financing. (b) If all or any portion of the Financing becomes unavailable on the terms and conditions contemplated in the applicable Commitment Letter (other than as a result of (i) a breach by Member of this Agreement which prevents or renders impracticable the consummation of the Financing or (ii) the termination of the Commitment Letters pursuant to the terms thereof): (x) Parent shall notify the Member in writing as soon as reasonably practicable; and (y) Parent shall use reasonable best efforts to arrange to obtain any such unavailable portion from alternative sources (the “Alternative Financing”) (such alternative sources, together with the Lenders and any other parties to any joinder agreements, credit agreements or other definitive agreements with respect to the Commitment Letters, the “Financing Sources”), which Alternative Financing (A) shall be on terms that are not materially less favorable, taken as a whole, to Parent than those in the applicable Commitment Letter (including flex provisions) as in effect on the date hereof and (B) shall not contain any terms that would not be permitted to be effected by an amendment, modification or waiver of the applicable Commitment Letter pursuant to Section 6.03(c). Notwithstanding anything to the contrary in this Agreement, in no event shall the “reasonable best efforts” of Parent be deemed or be construed to require Parent to, and Parent shall not be required to (i) pay any fees in the aggregate in excess of those contemplated by the Commitment Letters as in effect on the date hereof (including any flex provisions contained therein) or (ii) agree to conditionality or economic terms of the Financing (or any Alternative Financing) that are materially less favorable than those contemplated by the Commitment Letters as in effect on the date hereof (including any flex provisions contained therein). (c) Parent shall keep the Member informed on a reasonably current basis in reasonable detail with respect to the Financing (and any Alternative Financing), and shall provide the Member with prompt notice if it becomes aware of any material adverse change with respect to the availability of the Financing (or any Alternative Financing). Without limiting the generality of the foregoing, Parent shall notify the Member as promptly as reasonably practicable, and in any event within five (5) Business Days, (i) if there exists any material breach, material default, repudiation, cancellation or termination by any party to a Commitment Letter or any definitive document related to the Financing, in each case, of which Parent obtains knowledge, (ii) of the receipt by Parent of any written notice or other written communication from any Person with respect to (x) any material breach, material default, repudiation, cancellation or termination by any party to a Commitment Letter or any definitive document related to the Financing or (y) a material dispute or disagreement between or among Parent, on the one hand, and any parties to any Commitment Letter, or any definitive document related to the Financing, on the other hand, in each case, with respect to the obligation to fund the Financing at Closing in an amount, together with Parent’s other sources of funds, at least equal to the Required Amount on the terms and conditions set forth in the applicable Commitment Letters; provided that in no event will Parent be under any obligation to disclose any information pursuant to this Section 6.03 that is subject to (I) attorney-client or similar privilege or (II) a binding confidentiality obligation that would prohibit the disclosure of such information to the Member pursuant to its terms. Parent may amend, replace, supplement, modify or waive any provision of any Commitment Letter or definitive agreements relating to any Financing to (A) add and/or replace lenders, arrangers, bookrunners, agents or similar entities, as applicable, if the addition and/or replacement of such Persons would not, individually or in the aggregate, prevent, significantly delay or materially impair the availability of the Financing or the consummation of the transactions contemplated by this Agreement, (B) modify pricing and/or implement or exercise any of the flex provisions contained in the Commitment Letters or (C) reallocate commitments or assign or reassign titles or roles to, or between or among, any parties to the Commitment Letters. Parent shall not permit, and (vi) otherwise comply with Parent’s and shall not permit Holdco or Merger Sub’s covenants and other obligations under the Financing Letters and the Sub to make, any amendment, replacement, supplement, modification or waiver of any provision of any Commitment Letter or any definitive agreements agreement relating to the Financing. Parent, Merger Sub and the Guarantors shall not, without the prior written consent of the CompanyMember, agree to or permit any termination of or if such amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the definitive agreements relating to the Financing if such termination, amendmentreplacement, supplement, modification or waiver would (Ax) reduce the aggregate amount of any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that decrease the aggregate amount of the Financing would be below the an amount required to pay that, when combined with Parent’s other sources of funds, is less than the Required Amount, Amount or (By) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify expand any of the conditions precedent to the receipt of any of the Financing in a manner that would reasonably be expected to prevent or materially impede or delay or prevent the funding consummation of the transactions contemplated by this Agreement as and when required by Section 2.01. Parent shall request that each of the Financing Sources provide, at least thirty (or satisfaction of the conditions 30) days prior to the FinancingClosing Date, a list of each document and other item of information about the Group Companies that the Financing Sources have reasonably determined (as of such date) on the Closing Date or (C) adversely impact the ability of Parent or Merger Sub, as applicable, is required to enforce its rights against other parties comply with applicable Law to the Financing Letters or extent required under applicable “know your customer” and anti-money laundering rules and regulations, including the definitive agreements with respect to the Financing. Parent shall promptly deliver to the Company copies of any amendment, modification, supplement, consent or waiver to or under any Financing Letter or the definitive agreements relating to the Financing promptly upon execution thereof. USA PATRIOT Act. (d) Notwithstanding anything to the contrary in this Agreement, nothing contained a violation of Section 6.03(a), (b) and/or (c) shall not give rise to a termination right in favor of the Member or otherwise permit the Member to decline to consummate the Closing on the terms and conditions set forth in this Section 5.04 shall requireAgreement if Parent, Holdco and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed each satisfy its obligations to require, either Parent or Merger Sub consummate the Closing as and when required pursuant to (i) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter or the Debt Commitment Letter (including any market “flex” provisions contained therein)this Agreement.

Financing. (a) 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, proper or advisable reasonably necessary to consummate and obtain the Financing on substantially the terms and subject only to the conditions (including the market “flex” provisions) set forth described in the Financing LettersCommitment Letter, as adjusted by the Agreed Marketing Terms, if any, including using reasonable best efforts to (i) maintain in effect and comply the Commitment Letter and, if entered into prior to the Closing, the definitive documentation with respect to the Financing Letterscontemplated by the Commitment Letter (including “flex” provisions contained therein) (the “Definitive Financing Agreements”), (ii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt execute Definitive Financing Agreements on the terms and subject only to conditions contemplated by the conditions Commitment Letter (including the market any “flex” provisions) set forth provisions in connection therewith), as adjusted by the Debt Commitment Letter (or on other terms thatAgreed Marketing Terms, with respect if any, and, upon execution thereof, deliver a copy thereof to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market “flex” provisions) set forth in the Debt Commitment Letter)Company, (iii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub its Subsidiaries in the Financing Letters and the definitive agreements related thereto (including by consummating the Equity Financing at or prior to the Closing on the terms and subject to the conditions set forth in the Equity Funding Letter) (or, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto)and Definitive Financing Agreements that are within its control and comply with its obligations thereunder, and not take any action that would prevent the availability of the Financing, (iv) upon seek to enforce its rights under the satisfaction Commitment Letter and Definitive Financing Agreements in the event of a breach or waiver of failure to fund by the financing sources that materially impedes or materially delays Closing, including by seeking specific performance against, the parties thereto (including the Commitment Party under the Commitment Letter). In the event that all conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and have been satisfied, or upon funding will be satisfied, Parent shall use its reasonable best efforts to cause the lenders and the other Persons committing to fund the providing such Financing to fund on the Closing Date (including by seeking specific performance to cause such lenders and other Persons to fund such Financing) the portion of the Financing at required to consummate the Closing, (v) enforce its rights under the Financing Letters Merger and the definitive agreements relating transactions contemplated by this Agreement. Parent shall have the right from time to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating time to the Financing. Parentamend, Merger Sub and the Guarantors shall not, without the prior written consent of the Company, agree to or permit any termination of or amendmentreplace, supplement or modification to be made tootherwise modify, or grant waive any waiver of any provision its rights under, the Commitment Letter or Definitive Financing Letters Agreements, and/or substitute other debt or the definitive agreements relating to the Financing if such termination, amendment, supplement, modification equity financing for all or waiver would (A) reduce the aggregate amount of any portion of the Financing (including by increasing from the amount same and/or alternative financing sources, provided that any such amendment, replacement, supplement or other modification to or waiver of fees to be paid any provision of the Commitment Letter or original issue discount as compared to the fees and original issue discount contemplated by Definitive Financing Agreements that amends the Financing Letters on the date and/or substitution of this Agreement unless the Debt Financing all or Equity Financing is increased by a corresponding amount) such that the aggregate amount any portion of the Financing would be below the amount required to pay the Required Amount, shall not (BA) impose new expand upon or additional conditions precedent amend in any way that is adverse to the availability of the Financing or otherwise expand, amend or modify any of Company the conditions precedent to the Financing as set forth in a manner that would the Commitment Letter or (B) be reasonably be expected to prevent or materially impede or materially delay or prevent the funding availability of the Financing (or satisfaction and/or the consummation of the Merger and the transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter or Definitive Financing Agreements in its reasonable discretion, provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with the financial resources of Parent and Merger Subsidiary, including cash on hand and marketable securities of Parent, the Company and their respective Subsidiaries, to consummate the Merger and the other transactions contemplated by this Agreement (including the payment of any Required Amounts), and provided, further, that such reduction shall not (A) expand upon or amend in any way that is adverse to the Company the conditions precedent to the Financing as set forth in the Commitment Letter or (B) be reasonably expected to prevent or materially impede or materially delay the availability of such reduced Financing and/or the consummation of the Merger and the transactions contemplated by this Agreement. 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 (including any “flex” provisions in connection therewith) contemplated in the Commitment Letter, as adjusted by the Agreed Marketing Terms, if any, and such portion is reasonably required to consummate the Merger and the other transactions contemplated by this Agreement (including the payment of any Required Amounts), Parent shall use its reasonable best efforts to arrange and obtain as promptly as practicable following the occurrence of such event alternative financing from the same and/or alternative financing sources in an amount sufficient to consummate the Merger and the other transactions contemplated by this Agreement (including the payment of any Required Amounts), upon terms and conditions (including any “flex” provisions) not materially less favorable, in the aggregate, to Parent than those in the Commitment Letter, as adjusted by the Agreed Marketing Terms, if any, and, if obtained, will provide the Company with a copy of the documentation with respect to such alternative financing. Parent shall give the Company prompt oral and written notice (but in any event not later than 48 hours) after Parent becoming aware (i) of the occurrence of any material breach by any party to the Commitment Letter or Definitive Financing Agreements or of any condition not likely to be satisfied, (ii) of any termination or waiver, amendment or other modification of the Commitment Letter, (iii) that any of the Financing Parties no longer intends to provide the Financing or (iv) that any portion of the Financing is not available to consummate the Merger. Parent shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange, obtain and/or consummate the Financing and shall provide copies of the principal 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 and economic terms (other than covenants) agreed to by the Financingparties)) on a periodic basis of no less frequently than once a month and as may otherwise be reasonably requested by the Closing Date or (C) adversely impact Company. In the ability of event that Parent or Merger Sub, as applicable, commences an action to seek specific performance to enforce its rights against other parties to under the Financing Letters or the definitive agreements with respect to the Financing. Parent shall promptly deliver to the Company copies of any amendment, modification, supplement, consent or waiver to or under any Financing Commitment Letter or the definitive agreements relating Definitive Financing 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, make Parent’s employees and legal advisors reasonably available to discuss the status of, and material developments with respect to, the Financing Action (subject in all cases to preserving all legal privileges). For the avoidance of doubt, the syndication of the Financing to the Financing promptly upon execution thereof. Notwithstanding anything extent permitted by the Commitment Letter shall not be deemed to the contrary in violate Parent’s obligations under this Agreement, nothing contained in this Section 5.04 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 (i) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter or the Debt Commitment Letter (including any market “flex” provisions contained therein).

Financing. (a) Each of Prior to and at the Closing, Parent and Merger Sub shall use its commercially reasonable best efforts to take, and shall cause each of its Subsidiaries to use their respective commercially reasonable efforts to take, and shall cause their respective Affiliates to use their respective commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the proceeds of the Financing on the terms and subject only to the conditions (including the market “flex” provisions) flex provisions set forth in the Financing LettersRedacted Fee Letter) described in the Commitment Letters as promptly as practicable and on a timely basis but in any event no later than the Closing Date, including using reasonable best efforts to by (i) maintain maintaining in effect (subject to any modifications that are not Prohibited Modifications) and comply complying with the Financing Commitment Letters, (ii) negotiate negotiating and enter entering into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with Financing (the funding of the Debt Financing“Definitive Agreements”) with respect to the Debt Financing on the terms and subject only to conditions contained in the conditions Commitment Letters (including including, as necessary, the market “flex” provisions) provisions set forth in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms Redacted Fee Letter) and conditions (including market “flex” provisions) set forth in the Debt Commitment Letter)without any Prohibited Modification, (iii) satisfy satisfying (and causing its Affiliates to satisfy) on a timely basis all conditions applicable to Parent and Merger Sub in the Financing Commitment Letters and the definitive agreements related thereto (including by consummating Definitive Agreements that are within the Equity Financing at or prior to the Closing on the terms control of Parent and subject to the conditions set forth in the Equity Funding Letter) complying with its obligations thereunder (or, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent Parent, REIT Merger Sub and OP Merger Sub contained in such Debt Commitment Letter Letters or such definitive agreements related theretoDefinitive Agreements that are within the control of Parent), (iv) upon accepting (and complying with) to the satisfaction or waiver fullest extent required by the Debt Commitment Letter all “flex” provisions contemplated by the Debt Commitment Letter and the Debt Financing to the extent that such “flex” provisions are exercised in accordance with the terms thereof, and (v) complying with its covenants and other obligations under the Commitment Letters and the Definitive Agreements. Without limiting the generality of the foregoing, in the event that (x) all of the conditions to Parent’s, REIT Merger Sub’s and OP Merger Sub’s obligations to consummate the Offer transactions contemplated by this Agreement shall be satisfied and (y) all conditions contained in the MergerCommitment Letters or the Definitive Agreements (other than the consummation of the Mergers, consummate those conditions that by their nature are to be satisfied at the Financing Closing (but subject to the actual satisfaction of such conditions at Closing) and those conditions the failure of which to be satisfied is attributable to a breach by Parent of its representations, warranties, covenants or agreements contained in this Agreement, and other than, with respect to the Debt Financing, the availability of the Equity Financing) have been satisfied, Parent shall fully enforce the counterparties’ obligations under the Commitment Letters and cause the lenders Equity Investors to, and shall use reasonable best efforts to cause the other Persons committing Debt Financing Entities to, comply with their respective obligations thereunder, including to fund the Financing (provided, that, in no event shall Parent, REIT Merger Sub and OP Merger Sub be required to fund pursue any litigation against any Debt Financing Source to enforce any such Debt Financing Source’s obligations under the Financing Debt Commitment Letter). (b) Prior to and at the Closing, (v) enforce neither Parent nor any of its rights under the Financing Letters and the definitive agreements relating to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors shall notSubsidiaries shall, without the prior written consent (not to be unreasonably withheld, conditioned or delayed) of the CompanyCompany permit, consent to or agree to or permit any termination of or amendment, supplement replacement, supplement, termination or modification to be made to, or grant any waiver of of, any provision or remedy under, the Financing Commitment Letters or the definitive agreements relating to the Financing Definitive Agreements if such terminationamendment, amendmentreplacement, supplement, modification modification, waiver or waiver would remedy could be reasonably expected to (Ai) reduce (or could have the effect of reducing) the aggregate principal amount of any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount discount) from that contemplated by the Financing Letters on Commitments delivered as of the date of this Agreement hereof other than as contemplated by Section 5.11(e) hereof unless (A) with respect to the Debt Financing, an alternative source of Equity Financing or Equity Financing other financing is increased by a corresponding amount) such that , so long as the aggregate amount terms thereof are not of the type that would constitute a Prohibited Modification under subclause (ii) or (iii) below, and (B) with respect to the Equity Financing, the Debt Financing or Alternative Financing is increased by an amount that, when taken together with the Financings, is equal to at least the Financing Amounts, so long as the terms thereof are not of the type that would be below the amount required to pay the Required Amountconstitute a Prohibited Modification under subclause (ii) or (iii) below, (Bii) materially adversely affect the ability of Parent, REIT Merger Sub or OP Merger Sub, as applicable, to enforce its rights against other parties to the Commitment Letters or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified or (iii) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing Financing, or otherwise expand, amend or modify any other provision of the Commitment Letters or Definitive Agreements, in each case, in a manner that would could otherwise reasonably be expected to prevent, materially impede or materially delay or prevent the consummation of the funding of the Financing (or the satisfaction of the conditions to obtaining any portion of the Financingfinancing) on (the Closing Date or effects described in clauses (Ci) adversely impact through (iii), collectively, the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Letters or the definitive agreements with respect to the Financing“Prohibited Modifications”). Parent shall promptly (and in any event, within one (1) Business Day) deliver to the Company true and complete copies of any such amendment, modificationreplacement, supplement, termination, modification, consent or waiver to or under any Financing Commitment Letter or any Definitive Agreement promptly upon the definitive agreements relating execution thereof, in each case, other than any such amendment, replacement, supplement, modification, consent or waiver that (x) amends or replaces the Debt Commitment Letter solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date hereof, or (y) is otherwise ministerial or administrative in nature. (c) In the event that any portion of the Financing becomes unavailable and, as a result thereof, the aggregate amount of the Financing available to Parent on the Closing Date, shall be less than the Financing Amounts, Parent shall (i) promptly (and in any event, within one (1) Business Day) notify Company in writing of such unavailability and (ii) use commercially reasonable efforts, and cause each of its Subsidiaries to use their commercially reasonable efforts, to arrange and obtain, as promptly as practicable following the occurrence of such event (and in any event, no later than the Closing Date), alternative financing for any such unavailable portion from the same or alternative sources (the “Alternative Financing”) in an amount sufficient, when taken together with the available portion of the Financing, to consummate the transactions contemplated by this Agreement and to pay the Financing Amounts and which does not include any terms or conditions that, if included in an amendment to the Financing, would be Prohibited Modifications or terms or conditions to the consummation of such Alternative Financing promptly upon execution thereofthat are more onerous to Parent than the conditions set forth in the Commitment Letters as of the date of this Agreement; provided, that, Parent shall not be required to seek or obtain any such Alternative Financing having terms and conditions less favorable to Parent, REIT Merger Sub or OP Merger Sub than the terms and conditions set forth in the Debt Commitment Letter (as determined in the reasonable judgment of Parent; provided further, that, for the avoidance of doubt, any financing that has higher pricing, interest rates, fees or other yield than as set forth in the Debt Commitment Letter after giving effect to the market flex provisions therein shall be deemed less favorable to Parent, REIT Merger Sub and OP Merger Sub). In the event that any Alternative Financing is obtained and any new debt commitment letters are entered into in accordance with this Section 6.14(c), Parent shall deliver to Company true and complete copies of all contracts, agreements or other arrangements (including Redacted Fee Letters) pursuant to which any such alternative source shall have committed to provide any portion of the Financing. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 6.14 shall require, and in no event shall the commercially reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to (i) seek the Equity Financing from any source other than the counterparties toEquity Investors, or in any amount in excess of that contemplated by, by the Equity Funding Commitment Letters (provided, for the avoidance of doubt, that Parent shall not be required to seek Equity Financing from an Equity Investor in an amount in excess of that contemplated by such Equity Investor’s respective Equity Commitment Letter, ) or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter Commitment Letters. (d) Parent shall provide Company with prompt written notice (and in any event, within one (1) Business Day) (i) of any actual, or threatened in writing, breach, default (or any event that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any breach or default), cancellation, termination or repudiation by any party to the Commitment Letters or any Definitive Agreement, in each case, of which Parent, REIT Merger Sub or OP Merger Sub becomes aware, and a copy of any written notice or other written communication from any Debt Financing Source, Equity Investor or other financing source with respect to any actual or threatened breach, default, cancellation, termination or repudiation by any party to the Commitment Letters or any Definitive Agreement of any provision thereof, (ii) any termination, cancellation or repudiation by any party to any of the Commitment Letters or Definitive Agreements of which Parent, REIT Merger Sub or OP Merger Sub becomes aware, (iii) of the receipt by Parent, REIT Merger Sub or OP Merger Sub of any notice or other communication from any Person with respect to any material dispute or disagreement between or among parties to any of the Debt Commitment Letter Letter, Equity Commitment Letters or the Definitive Agreements with respect to the obligation to fund the Financing or the amount of the Financing to be funded at the Closing (including but excluding ordinary course negotiations), and (iv) if for any market reason Parent, REIT Merger Sub, OP Merger Sub or any of their Affiliates believes in good faith that (x) there is (or there is likely to be) a material dispute or disagreement between or among parties to any of the Debt Commitment Letter, Equity Commitment Letters or the definitive documents related to the Financing with respect to the obligation to fund the Financing or the amount of the Financing to be funded at the Closing (but excluding ordinary course negotiations) or (y) there is a reasonable likelihood that the Financing will not be available on the terms, in the manner or from the sources contemplated by the Commitment Letters or any Definitive Agreements. As soon as reasonably practicable, Parent, REIT Merger Sub and OP Merger Sub shall provide any information reasonably requested by Company relating to any circumstance referred to in the immediately preceding sentence. Notwithstanding the foregoing or any other provision hereof, none of Parent, REIT Merger Sub and OP Merger Sub shall be required to provide or disclose any information that such Party believes would jeopardize attorney-client privilege of any such Party or its respective Affiliates. In the event that Parent, REIT Merger Sub or OP Merger Sub does not provide or disclose any information in reliance on the preceding sentence, it shall use its commercially reasonable efforts to provide or disclose the applicable information to Company in a way that would not give rise to a risk of loss of attorney-client privilege. (e) The foregoing notwithstanding, compliance by Parent, REIT Merger Sub and OP Merger Sub with this Section 6.14 shall not relieve Parent, REIT Merger Sub or OP Merger Sub of its obligations to consummate the transactions contemplated by this Agreement whether or not the Financing or any Alternative Financing is available. To the extent Parent obtains Alternative Financing or amends, replaces, supplements, terminates, modifies or waives any of the Financing, in each case pursuant to this Section 6.14 and without any Prohibited Modification, references to the “flexFinancing,” provisions contained therein)“Financing Parties,” and “Commitment Letters,” “Definitive Agreements” (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, restated, replaced, supplemented, terminated, modified or waived. (f) For the avoidance of doubt, Company acknowledges that the Equity Investors’ guarantee obligations under the Limited Guaranty and investment obligations under the Equity Commitment Letters shall be several and not joint.

Financing. (a) Each of Parent and Merger Sub shall use their commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Financing Letters, including using reasonable best efforts to (i) maintain in effect and comply with the Financing Letters, (ii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to arrange the Debt Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market “flex” provisions) set forth described in the Debt Commitment Letter), including using commercially reasonable efforts to (i) negotiate definitive agreements with respect thereto on the terms and conditions contained therein (including any related flex provisions) or on other terms not materially less beneficial to Parent and Merger Sub, (iiiii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub in the Financing Letters and the such definitive agreements related thereto that are within its control (including by consummating the Equity Investment pursuant to the terms of the Equity Commitment Letter) and (iii) consummate the Financing at or prior Closing. Subject to the Closing of the Debt Financing or the Alternative Debt Financing (as defined below) concurrently therewith, Parent and Merger Sub shall obtain the Financing contemplated by the Equity Commitment Letter. In the event any portion of the Debt Financing becomes unavailable on the terms and subject to the conditions set forth contemplated in the Equity Funding Debt Commitment Letter) , Purchaser shall use its commercially reasonable efforts to arrange to obtain alternative financing (or“Alternative Debt Financing”), if necessary or deemed advisable by Parentincluding from alternative sources, seek the waiver of conditions applicable on terms that are not materially less beneficial to Parent and Merger Sub contained in as promptly as practicable following the occurrence of such event. Parent and Merger Sub shall give the Company prompt notice upon becoming aware of any breach by any party of the Debt Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver any termination of the conditions to Parent’s Debt Commitment Letter. Parent and Merger Sub’s obligations Sub shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to consummate the Offer and the Merger, consummate arrange the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the Closing, (v) enforce its rights under the Financing Letters and the definitive agreements relating to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors shall not, without the prior written consent of the Company, agree to or not permit any termination of or amendment, supplement material amendment or modification to be made to, or grant any waiver of any material provision or remedy under, the Financing Letters or the definitive agreements relating to the Financing if such termination, amendment, supplement, modification or waiver would (A) reduce the aggregate amount of any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing would be below the amount required to pay the Required Amount, (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (C) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Letters or the definitive agreements with respect to the Financing. Parent shall promptly deliver to the Company copies of any amendment, modification, supplement, consent or waiver to or under any Financing Letter or the definitive agreements relating to the Financing promptly upon execution thereof. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 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 (i) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter or the Debt Commitment Letter without the prior written consent of the Company (including such consent not to be unreasonably withheld or delayed). Parent and Merger Sub shall provide notice to the Company promptly upon receiving the Debt Financing. Parent and Merger Sub shall not permit any market “flex” provisions contained thereinamendment or modification to be made to, or any waiver of any material provision or remedy under, the Equity Commitment Letter without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). (b) The Company agrees to provide, and will cause its Subsidiaries and its and their respective officers, employees and advisors to provide, all cooperation reasonably necessary in connection with the arrangement of Financing to be consummated prior to or contemporaneously with the Effective Time in respect of the transactions contemplated by this Agreement, including participation in meetings, due diligence sessions, road shows, the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents, or other requested certificates or documents, including audited and unaudited financial statements, comfort letters of accountants (it being understood that the Company does not control its accountants) and legal opinions as may be reasonably requested; provided that nothing herein shall require such cooperation to the extent it would delay the Closing beyond the date contemplated in Section 1.9 or interfere unreasonably with the business or operations of the Company or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal duties. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company in connection with all such cooperation.

Financing. (a) 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, proper or advisable to consummate and obtain the Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth described in the Financing LettersCommitments (provided that Parent and Merger Sub may replace or amend the Financing Commitments to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitments as of the date hereof, so long as any such amendment or replacement does not adversely affect the ability of Parent to consummate the transactions contemplated by this Agreement without delay) including using its reasonable best efforts to (i) maintain in effect and comply with negotiate the Financing Letters, (ii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing Agreements on the terms and subject only to the conditions (including the market “flex” provisions) set forth contained in the Debt Commitment Letter Financing Commitments and (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market “flex” provisions) set forth in the Debt Commitment Letter), (iiiii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub in the Financing Letters and Agreements. In the definitive agreements related thereto (including by consummating the Equity Financing at or prior to the Closing on the terms and subject to the conditions set forth in the Equity Funding Letter) (or, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the Closing, (v) enforce its rights under the Financing Letters and the definitive agreements relating to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors shall not, without the prior written consent of the Company, agree to or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the definitive agreements relating to the Financing if such termination, amendment, supplement, modification or waiver would (A) reduce the aggregate amount of event that any portion of the Financing (including by increasing becomes unavailable in the amount of fees manner or from the sources contemplated in the Financing Commitments, Parent shall promptly notify the Company and shall use its reasonable best efforts to be paid or original issue discount as compared arrange to obtain any such portion from alternative sources, on terms that are no more adverse to the fees and original issue discount ability of Parent to consummate the transactions contemplated by this Agreement, as promptly as practicable following the occurrence of such event; PROVIDED, HOWEVER, that Parent shall not be required to obtain financing (i) on terms, which are, taken as a whole, materially less advantageous to Parent or (ii) on economic terms less advantageous to Parent in any event, in each case, than those of the Financing contemplated by the Financing Letters on Commitments (taking into account any market flex provisions thereof). (b) The Company shall, and shall cause its Subsidiaries and its and their Representatives to, reasonably cooperate in connection with the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount arrangement of the Financing would as may be below reasonably requested by Parent (provided that such requested cooperation does not unreasonably interfere with the amount required ongoing operations of the Company and its Subsidiaries). Such cooperation by the Company shall include, at the reasonable request of Parent and if necessary to pay the Required Amount, (B) impose new or additional conditions precedent to the availability of obtain the Financing or otherwise expandobtain any portion thereof from alternative sources pursuant to subsection (a) above, amend or modify any (i) agreeing to enter into such agreements, and to use reasonable best efforts to deliver such officer's certificates and opinions, as are customary in financings of such type and as are, in the good faith determination of the conditions precedent persons executing such officer's certificates or opinions, accurate, and agreeing to pledge, grant security interests in, and otherwise grant liens on, the Company's assets pursuant to such agreements as may be reasonably requested, PROVIDED that no obligation of the Company under any such agreement, pledge or grant shall be effective until the Effective Time, (ii) participating in meetings, drafting sessions, due diligence sessions, management presentation sessions, "road shows" and sessions with rating agencies, (iii) using commercially reasonable efforts to prepare or participate in the preparation of business projections and financial statements for inclusion in offering memoranda, private placement memoranda, prospectuses and similar documents, (iv) instructing its independent accountants to provide reasonable assistance to Parent (including to provide consent to Parent to prepare and use their audit reports relating to the Financing Company and any necessary "comfort letters" in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to connection with the Financing) on the Closing Date or and (Cv) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties providing to the lenders specified in the Financing Letters or Commitments financial and other information in the definitive agreements Company's possession with respect to the Financing. Parent shall promptly deliver Merger, making the Company's senior officers available to assist the Company copies of any amendment, modification, supplement, consent or waiver to or under any Financing Letter or the definitive agreements relating to lenders specified in the Financing promptly upon execution thereof. Notwithstanding anything to Commitments and otherwise reasonably cooperating in connection with the contrary in this Agreement, nothing contained in this Section 5.04 shall require, and in no event shall consummation of the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to (i) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter or the Debt Commitment Letter (including any market “flex” provisions contained therein)Financing.

Financing. (a) Each of Parent and Merger Sub shall use use, and shall cause their respective Subsidiaries and their respective officers, directors and employees to 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, proper or advisable to consummate and obtain the proceeds of the Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Financing LettersCommitment Letters as promptly as possible (taking into account the expected timing of the Marketing Period), but in any event on or prior to the date upon which the Merger is required to be consummated pursuant to the terms hereof, including by using reasonable best efforts with respect to (i) causing the Equity Investors to maintain in effect and comply with the Financing LettersEquity Commitment Letter, (ii) negotiate maintaining in effect the Debt Commitment Letter and enter complying with their respective obligations thereunder, (iii) negotiating and entering into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing on (the “Definitive Agreements”) consistent with the terms and subject only to the conditions (including the market “flex” provisions) set forth contained in the Debt Commitment Letter (or including, as necessary, the “flex” provisions contained in any related fee letter) or, if available, on other terms that, with respect to conditionality, that (A) are not less favorable acceptable to Parent in its sole discretion, (B) would not reasonably be expected to delay (taking into account the expected timing of the Marketing Period) or Merger Sub than adversely affect the terms ability of Parent to consummate the transactions contemplated hereby and (C) would otherwise be permitted by Section 5.12(b), and (iv) satisfying (or, if reasonably required to obtain the Financing, seeking the waiver of) on a timely basis (taking into account the expected timing of the Marketing Period) all conditions (including market “flex” provisions) set forth in the Debt Commitment Letter), (iii) satisfy on a timely basis Letters and the Definitive Agreements that are within the control of Parent or Merger Sub. In the event that all conditions applicable contained in the Debt Commitment Letter or the Definitive Agreements (other than the consummation of the Merger and other than the availability of the Cash Equity and those that by their nature are to be satisfied at the Closing) have been satisfied or waived, Parent and Merger Sub in shall use their reasonable best efforts to cause the Financing Letters and Parties thereunder to comply with their respective obligations thereunder, including to fund the definitive agreements related thereto (including by consummating the Equity Financing at or prior to the Closing on the terms and subject to the conditions set forth in the Equity Funding Letter) (or, if necessary or deemed advisable by Parent, seek the waiver Debt Financing. Each of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto)shall use its reasonable best efforts to comply with its respective obligations, (iv) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the Closing, (v) enforce its rights respective rights, under the Financing Commitment Letters and the definitive agreements relating to the Financing Definitive Agreements in a timely and diligent manner. (vib) otherwise comply with Parent’s Parent shall not, and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, shall not permit Merger Sub and the Guarantors shall notto, without the prior written consent of the Company, agree to or : (i) permit any termination of or amendment, supplement amendment or modification to be made to, or grant any waiver of any provision or remedy under, the Financing Commitment Letters (or the definitive agreements relating Definitive Agreements, to the Financing extent entered into prior to the Closing Date) if such termination, amendment, supplement, modification or waiver would (A) reduce adds new (or adversely modifies any existing) conditions to the aggregate amount consummation of all or any portion of the Financing Financing, (including by increasing B) reduces the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing to an amount that, together with available cash or other funds of Parent and its Subsidiaries, would be below the amount required to pay the Required Amount, (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or be less than the Merger Amounts, (C) adversely impact affects in a material respect the ability of Parent to enforce its rights against other parties to the Commitment Letters or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, relative to the ability of Parent or Merger Sub, as applicable, to enforce its rights against the other parties to the Financing Commitment Letters as in effect on the date hereof or (D) could otherwise reasonably be expected to prevent, impede or delay (taking into account the expected timing of the Marketing Period) the consummation of the Merger and the other transactions contemplated by this Agreement; or (ii) terminate any Commitment Letter or any Definitive Agreement unless such Commitment Letter or Definitive Agreement is replaced at such time with a new commitment letter or a new definitive agreements with respect to agreement that would satisfy the Financingpreceding clause (i). Parent and Merger Sub shall promptly deliver to the Company copies of any amendment, modification, supplement, consent waiver or waiver to or under replacement of any Financing Commitment Letter or any Definitive Agreement. Upon any such amendment, replacement, supplement or modification of the definitive agreements relating to the Financing promptly upon execution thereof. Notwithstanding anything to the contrary Commitment Letters in this Agreement, nothing contained in accordance with this Section 5.04 5.12(b), all references herein to “Commitment Letter”, “Equity Commitment Letter” or “Debt Commitment Letter”, as applicable, shall requireinclude and mean such documents as so amended, replaced, supplemented or modified in accordance with this Section 5.12(b), and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed references to require, either Parent or Merger Sub to (i) seek the Equity Financing from any source other than the counterparties to“Financing”, or in any amount in excess of that contemplated by“Debt Financing”, as applicable, shall include and mean the Equity Funding Letter, or (ii) pay any material fees in excess of those financing contemplated by such Commitment Letter as so amended, replaced, supplemented or modified in accordance with this Section 5.12(b). (c) In the Equity Funding Letter event that any portion of the Debt Financing becomes unavailable, or the Debt Commitment Letter or Definitive Agreements shall be withdrawn, repudiated, terminated or rescinded, regardless of the reason therefor, Parent and Merger Sub will (including i) use reasonable best efforts to obtain alternative debt financing (in an amount sufficient, when taken together with Cash Equity, and the available portion of the Debt Financing and other available funds or cash to Parent and its Subsidiaries in any market respect, to pay the Merger Consideration and the other Merger Amounts) from the same or other sources on terms and conditions that are not less favorable to Parent and its Subsidiaries than the terms and conditions set forth in the Debt Commitment Letter as of the date hereof and which do not include any conditions to the consummation of such alternative debt financing that would reasonably be expected to make the funding of such alternative debt financing less likely to occur, than the conditions set forth in the Debt Commitment Letter as of the date hereof and (ii) promptly notify the Company of such unavailability, withdrawal, repudiation, termination or rescission, as applicable, and the reason therefor. For the purposes of this Agreement, the term “flexDebt Commitment Letter” provisions contained thereinshall be deemed to include any commitment letter (or similar agreement) with respect to any alternative or replacement financing arranged in compliance herewith (and any Debt Commitment Letter remaining in effect at the time in question). Parent and Merger Sub shall provide the Company with prompt oral and written notice of any actual or threatened breach, termination, repudiation or default by any party to any Commitment Letter or any Definitive Agreement, in each case, of which Parent or Merger Sub obtain Knowledge and the receipt of any written notice or other written communication from any Financing Party, Equity Investor or other financing source with respect to any breach, default, termination or repudiation by any party to any Commitment Letter or any Definitive Agreement of any provision thereof. Parent and Merger Sub shall keep the Company reasonably informed on a current basis of the status of its efforts to consummate the Financing. The foregoing notwithstanding, compliance by Parent and Merger Sub with this Section 5.12 shall not relieve Parent or Merger Sub of their obligation to consummate the transactions contemplated by this Agreement whether or not the Financing is available. For the purposes of this Agreement, the term “Debt Commitment Letter” shall be deemed to include any commitment letter (or similar agreement) with respect to any alternative or replacement financing arranged in compliance herewith (and any Debt Commitment Letter remaining in effect at the time in question).

Financing. (a) Each Without the Company’s prior written consent (which shall not be unreasonably withheld), Parent shall not agree to any material amendment or modification to be made to the Financing Commitments; provided, that Parent may replace, amend or modify any term of the Financing Commitments, without the Company’s consent, (x) to modify the pricing terms or to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Financing Commitments as of the date hereof or (y) if such replacement, amendment or modification would not reduce the amount of aggregate cash proceeds available from the Financing to less than required to consummate the Merger or impose new or additional conditions precedent that would reasonably be expected to adversely impact the ability of Parent and Merger Sub to enforce its rights against the other parties to the Financing Commitments or that materially delay or impair the ability of Parent to consummate the transactions contemplated by this Agreement. Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable necessary to consummate arrange and obtain the Financing on the terms and subject only to conditions described in the conditions Financing Commitments (including the market “flex” provisions) set forth flex provisions therein, but not in excess or outside of such provisions unless so agreed by Parent, and taking into account the Financing Lettersanticipated timing of the Marketing Period), including using reasonable best efforts to (i) maintain satisfy, perform and observe on a timely basis (taking into account the expected timing of the Marketing Period) all conditions and covenants within Parent’s control in effect and comply with the Financing LettersCommitments and otherwise comply in all material respects with its obligations thereunder, (ii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market “flex” provisionsthe flex provisions but not in excess or outside such flex provisions unless so agreed by Parent) set forth in contemplated by the Debt Commitment Letter), Financing Commitments and (iii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub in the Financing Letters and the definitive agreements related thereto (including by consummating the Equity Financing at or prior to the Closing on the terms and subject to upon satisfaction of the conditions set forth in the Equity Funding Letter) (or, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the MergerFinancing Commitments, consummate the Financing at or prior to Closing. Without limiting the generality of the foregoing, Parent shall give the Company prompt notice: (A) of any breach or default or threatened breach or default by any party to any Financing Commitment, in each case, of which Parent becomes aware, if such breach or default would reasonably be expected to result in a material delay of the Closing Date; and cause (B) of the lenders and the receipt of any written notice or other Persons committing written communication from any Person with respect to fund the any breach or default or threatened breach, termination or repudiation by any party to any Financing to fund the Financing at the Closing, (v) enforce its rights under the Financing Letters and the Commitment or any definitive agreements relating document related to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under or any provisions of the Financing Letters and the Commitments or any definitive agreements relating document related to the Financing. Parent, Merger Sub and the Guarantors shall not, without the prior written consent of the Company, agree to or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the definitive agreements relating to the Financing if such termination, amendment, supplement, modification or waiver would (A) reduce the aggregate amount of If any portion of the Financing becomes unavailable on the terms and conditions (including the flex provisions but not in excess or outside such flex provisions unless so agreed by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount Parent) contemplated by in the Financing Letters Commitments in effect on the date hereof so as not to enable Parent to proceed with the Merger in a timely manner, Parent shall use its reasonable best efforts to arrange and obtain, as promptly as practicable following the occurrence of this Agreement unless such event, alternative financing from the Debt same or alternative sources (provided, that if Alternative Financing or Equity (as defined herein) is not available from the same sources, then Parent shall use its reasonable best efforts to arrange and obtain Alternative Financing is increased by a corresponding amountfrom alternative sources) such that in an amount sufficient, when added to the aggregate amount portion of the Financing would be below being replaced that is still available, to consummate the amount required transactions contemplated by this Agreement and on terms and conditions that are no less favorable to pay Parent, taken as a whole (taking into account any flex provisions, but not in excess or outside of such flex provisions unless so agreed by Parent), than those set forth in the Required Amount, Financing Commitments in effect on the date hereof (B) impose new or additional conditions precedent to “Alternative Financing”); provided that the availability “effective yield” in respect of the Alternative Financing may exceed the “effective yield” in respect of the Financing or otherwise expand, amend or modify any Commitments in effect as of the conditions precedent to the Financing in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing date hereof (or satisfaction of the conditions to the Financingincluding any flex provision) on the Closing Date or but by no more than fifty (C50) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Letters or the definitive agreements with respect to the Financing. Parent shall promptly deliver to the Company copies of any amendment, modification, supplement, consent or waiver to or under any Financing Letter or the definitive agreements relating to the Financing promptly upon execution thereofbasis points (unless so agreed by Parent). Notwithstanding anything herein to the contrary in this Agreementcontrary, nothing contained in this Section 5.04 shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either require Parent or Merger Sub to (i) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated byand Parent shall not be required to, the Equity Funding Letter, or (ii1) pay any material fees in excess of those contemplated by the Equity Funding Letter Financing Commitments, (2) agree to any economic provision that is outside of, or less favorable than, any applicable economic provision of the Financing Commitments or any related fee letter (including any flex provision therein) or (3) initiate any enforcement action to cause the lenders or other parties providing the Financing to fund such Financing; provided that, clauses (1) (solely with respect to any upfront fees or original issue discount) and (2) shall apply only to the extent that the “effective yield” in respect of any Alternative Financing exceeds the “effective yield” in respect of the Financing Commitments in effect as of the date hereof (including any flex provision therein) by more than fifty (50) basis points. Parent shall keep the Company reasonably informed of the status of its efforts to arrange the Financing. Any reference in this Agreement to the “Financing” and “Financing Commitments” shall include the financing contemplated by the Financing Commitments on the date hereof, as permitted to be amended, modified or replaced (in whole or in part) by this Section 5.12(a), including any Alternative Financing. For purposes hereof, in calculating the “effective yield” under the Financing Commitments as in effect on the date hereof or any Alternative Financing, (x) upfront fees and original issue discount (each converted to yield assuming a four-year average life and without any present value discount), interest rate spreads and interest rate benchmarks floors will be taken into account and (y) the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such Alternative Financing and any fluctuations in LIBOR or comparable rate will be excluded. (b) Prior to the Closing, the Company shall use reasonable best efforts to provide to Parent, at Parent’s sole expense, all reasonable cooperation reasonably requested by Parent in connection with the Financing, including: (i) furnishing Parent and its Financing Sources as promptly as practicable with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent or the Debt lenders under the Commitment Letter in connection with the Financing, including financial statements (including the financial statements set forth in clause (ii) below) (which, with respect to annual financial statements, shall have been audited and, with respect to interim financial statements, shall have been reviewed by the independent accountants for the Company as provided in Statement on Auditing Standards No. 100), pro forma financial statements of the Company (provided that it is understood that the preparation of combined pro forma financial information and the assumptions underlying the pro forma adjustments to be made are the responsibility of Parent), business and other financial data of the type and form required by Regulation S-X and Regulation S-K under the Securities Act and of type and form customarily included in a registration statement on Form S-1 under the Securities Act for a public offering of the debt securities contemplated by the Commitment Letter, assuming that such offering was consummated at the same time during the Company’s fiscal year as the offering of debt securities contemplated by the Commitment Letter (other than consolidating financial statements; provided that customary data as to the total assets, revenue, EBITDA and adjusted EBITDA of non-guarantor Subsidiaries shall be provided), all other data that would be necessary for the underwriter to such offering of the debt securities contemplated by the Financing Commitments to receive customary “comfort” (including “negative assurance” comfort) from the Company’s independent accountants in connection with such offering of the debt securities contemplated by the Financing Commitments, and reasonable and customary authorization letters to the financing sources authorizing the distribution of information to prospective lenders and containing customary information; (ii) furnishing Parent and its Financing Sources as promptly as reasonably practicable with (A) by a date that is not later than forty-five (45) calendar days after the end of any market fiscal quarter after the date hereof that is not a fiscal year end, the unaudited consolidated balance sheet of the Company as of the end of such subsequent quarterly period ended no less than forty-five (45) calendar days prior to the Closing Date and the related unaudited statements of income and cash flows and (B) by a date that is not later than ninety (90) calendar days after the end of any fiscal year, the audited consolidated balance sheet of the Company as of the end of such fiscal year ended not less than ninety (90) days prior to the Closing Date, and the related audited statements of income and cash flows for the year then ended, and the notes and schedules thereto (the information described in clauses (i) and (ii) of this Section 5.12(b) being collectively referred to as the “flex” provisions Required Information”); (iii) participating in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, and prospective lenders and purchasers of, the financing and senior management and Representatives, with appropriate seniority and expertise, of the Company and its Subsidiaries), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the financing. (iv) facilitating the pledging of collateral and perfection of security interests (including obtaining customary payoff letters, lien releases and instruments of termination or discharge) as required by the Commitment Letters, including executing and delivering any customary collateral documents and other customary documents and certificates as may be reasonably requested by Parent and cooperating and assisting Parent in obtaining customary legal opinions, appraisals, surveys, title insurance, other certifications and documents as reasonably required by the Financing Sources for financings similar to the Financing, and cooperating with and assisting Parent in connection with obtaining such items; (v) assisting with the preparation of materials for rating agencies and rating agency presentations, bank information memoranda, offering documents (including assistance in the preparation of pro forma financial statements giving effect to the transactions hereunder), private placement memoranda and similar documents required in connection with the Financing; (vi) facilitating the execution and delivery at the Closing of definitive Financing documents by the Company and its Subsidiaries and all other customary documents in connection therewith, including pledge and security agreements, mortgages, guarantees, filings and certificates as reasonably required in connection with the Financing (including a certificate of the Chief Financial Officer of the Company or any of its Subsidiaries with respect to solvency matters and consents of independent accountants for the use of their reports in any materials relating to the Financing, provided that any obligations contained thereinin such documents shall be effective no earlier than as of the Closing); (vii) using reasonable best efforts to cooperate with Parent to satisfy the conditions precedent to the Financing to the extent within the control of the Company and causing the taking of corporate actions by the Company and its Subsidiaries reasonably necessary to permit the completion of the Financing; provided, that (i) the foregoing shall not require such cooperation to the extent that it would interfere unreasonably with the business or operation of the Company or its Subsidiaries, and (ii) neither the Company nor any of its Subsidiaries shall be required to commit to take any action (including the payment of any commitment or other fee or the incurrence of any liability prior to the Effective Time to the extent not reimbursed by Parent pursuant to Section 5.12(c)) that is not contingent upon the Closing (including the entry into any agreement) or that would be effective prior to the Closing Date. (c) Parent shall, upon written request of the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred in good faith by the Company and its Subsidiaries in connection with their obligations pursuant to Section 5.12(b) prior to the Closing. Parent shall indemnify, defend and hold harmless the Company and its Subsidiaries and Representatives from and against any and all Losses suffered or incurred by them in connection with the arrangement of the Financing or providing any of the information utilized in connection therewith, except to the extent resulting from the gross negligence, willful misconduct or bad faith of any such Persons.

Financing. (a) Each of Parent and Merger Sub WHP Borrower shall use commercially reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Financing Letters, including using reasonable best efforts to (i) maintain in effect and comply with the Financing Letters, (ii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing on the terms and subject only to the conditions (including including, to the market extent applicable, the “flex” provisions) set forth described in the Debt Commitment Letter and any related Fee Letter in an amount sufficient to fund the Financing Amounts on or prior to the date upon which the Membership Interests Purchase is required to be consummated pursuant to the terms hereof, including by using commercially reasonable efforts to (i) maintain in effect the Debt Commitment Letter until the Closing or earlier funding of the Debt Financing contemplated thereby, (ii) negotiate and enter into definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and subject only to the conditions contained in the Debt Commitment Letter (including, as necessary, the “flex” provisions contained in any related Fee Letter) or on terms and conditions as otherwise may be agreed (but without any Prohibited Modification), (iii) satisfy on a timely basis (or obtain a waiver of) all conditions that are applicable to WHP Borrower obtaining the Debt Financing in the Debt Commitment Letter and the Definitive Agreements, (iv) comply with WHP Borrower’s obligations under the Debt Commitment Letter and the Definitive Agreements and (v) enforce its rights under the Debt Commitment Letter and the Definitive Agreements in a timely and diligent manner. Without limiting the generality of the foregoing, in the event that all conditions contained in the Debt Commitment Letter or the Definitive Agreements (other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than the consummation of the Membership Interests Purchase and those conditions that by their nature are to be satisfied or waived at Closing) have been satisfied, WHP Borrower shall cause the Debt Financing Sources to comply with their respective obligations thereunder, including to fund the Debt Financing. WHP Borrower shall give Sellers prompt notice of any (A) material breach or (B) other breach that would materially delay the Closing by any party to the Debt Commitment Letter or any Definitive Agreement of which WHP Borrower has become aware or any termination of any of the Debt Commitment Letter or any Definitive Agreement. (b) WHP Borrower shall not, without the prior written consent of Sellers: (A) permit, consent to or agree to any amendment, replacement, supplement or modification to, or any waiver of, any provision or remedy under, the Debt Commitment Letter or the Definitive Agreements if such amendment, replacement, supplement, modification or waiver (1) adds new (or adversely modifies any existing) conditions to the consummation of all or any portion of the Debt Financing, (2) reduces the aggregate principal amount of the Debt Financing, such that the aggregate amount of such Debt Financing, the cash on hand at WHP Borrower and any other sources of funding that are readily available to WHP Borrower on the Closing Date would not be sufficient to pay the Financing Amounts, (3) adversely affects the ability of WHP Borrower to enforce its rights against other parties to the Debt Commitment Letter or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified or waived, relative to the ability of WHP Borrower to enforce its rights against the other parties to the Debt Commitment Letter as in effect on the date hereof or (4) could otherwise reasonably be expected to prevent, impede or materially delay the consummation of the Membership Interests Purchase and the other transactions contemplated by this Agreement (the effects described in clauses (1) through (4), collectively, the “Prohibited Modifications”); or (B) terminate or cause the termination of the Debt Commitment Letter or any Definitive Agreement. Without limiting any of the foregoing, WHP Borrower shall promptly notify Sellers of, and deliver to Sellers copies of, any amendment, replacement, supplement, termination, modification or waiver of the Debt Commitment Letter or any Definitive Agreement. Notwithstanding the foregoing, any amendment, supplement, amendment and restatement or modification to (i) effectuate any “market flex” terms contained in the Debt Commitment Letter or the Fee Letters if made on or prior to the Closing Date or (ii) to add any additional agents or other financial institutions thereto as provided for therein, in each case, shall be permitted and shall not require written consent of Sellers or any other Person. (c) In the event that any portion of the Debt Financing becomes unavailable, regardless of the reason therefor and such portion is necessary to fund the Financing Amounts, WHP Borrower will (A) use its commercially reasonable efforts to arrange and obtain, as promptly as practicable following the occurrence of such event, alternative financing (in an amount sufficient, when taken together with the available portion of the Debt Financing, to provide cash proceeds in an amount no less than the Financing Amounts) from the same or other sources on terms and conditions (including market “flex” provisions) that are not materially less favorable, taken as a whole, to WHP Borrower than the terms and conditions set forth in the Debt Commitment Letter), (iii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub in the Financing Letters and the definitive agreements related thereto (including by consummating the Equity Financing at or prior to the Closing on the terms and subject to the conditions set forth in the Equity Funding Letter) (or, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver as of the conditions date hereof, taken as a whole (after giving effect to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the Closing, (v) enforce its rights under the Financing Letters and the definitive agreements relating to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors shall not, without the prior written consent of the Company, agree to or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the definitive agreements relating to the Financing if such termination, amendment, supplement, modification or waiver would (A) reduce the aggregate amount of any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing would be below the amount required to pay the Required Amount, (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (C) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Letters or the definitive agreements with respect to the Financing. Parent shall promptly deliver to the Company copies of any amendment, modification, supplement, consent or waiver to or under any Financing Letter or the definitive agreements relating to the Financing promptly upon execution thereof. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 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 (i) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter or the Debt Commitment Letter (including any market “flex” provisions contained therein) (the “Alternative Financing”) and (B) promptly notify Sellers of such unavailability and the reason therefor. WHP Borrower shall promptly after obtaining actual knowledge thereof provide Sellers with written notice of any actual or threatened (in writing) breach, default, cancellation, termination or repudiation by any party to the Debt Commitment Letter or any Definitive Agreement and a copy of any written notice from any Debt Financing Source or other financing source with respect to any such actual or threatened breach, default, cancellation, termination or repudiation by any party to the Debt Commitment Letter or any Definitive Agreement. WHP Borrower shall, upon the request of Sellers, keep Sellers reasonably informed on a current basis of the status of its efforts to consummate the Debt Financing. To the extent WHP Borrower obtains Alternative Financing or amends, replaces, supplements, terminates, modifies or waives the Debt Commitment Letter, any Definitive Agreement or any of the Debt Financing (as applicable), in each case pursuant to and in accordance with the terms of this Section 6.13 and without any Prohibited Modification, references to the “Debt Financing,” “Debt Financing Parties,” “Debt Financing Sources,” “Debt Commitment Letter,” “Definitive Agreements,” 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 Debt Financing as so amended, replaced, supplemented, terminated, modified or waived.

Financing. (a) Each of Parent and Merger Sub shall use its best efforts to complete the Financing on the terms and conditions described in the Financing Commitments as promptly as practicable but in any event on or before the Outside Date, including using its best efforts to (i) negotiate definitive agreements with respect thereto (A) on the terms and conditions contained in the Financing Commitments or (B) on other terms and conditions that (1) are no less favorable to Parent and Merger Sub taken as a whole, (2) do not impose any conditions other than those set forth in the Debt Financing Commitments (the “Debt Financing Conditions”) or set forth in the Equity Commitment Letter, as applicable, or adversely change in any material respect any Debt Financing Condition or condition set forth in the Equity Commitment Letter, as applicable, and (3) would not reasonably be expected to prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Transactions on or before the Outside Date, (ii) satisfy on a timely basis all conditions applicable to Parent and/or Merger Sub in such definitive agreements that are within their control and (iii) not permit any amendment or modification to be made to, or any waiver of, any material provision or remedy under the Financing Commitments, if such amendment, modification or waiver (A) imposes any new or additional conditions or adversely changes in any material respect any Debt Financing Condition or condition set forth in the Equity Commitment Letter or (B) would reasonably be expected to prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Transactions on or before the Outside Date. (b) If all or a portion of the Financing becomes unavailable in accordance with the terms of the Financing Commitments, then (i) Parent shall notify the Company promptly and (ii) Parent and Merger Sub shall use their respective reasonable best efforts to obtain any such portion from alternative sources as promptly as practicable following the occurrence of such event, on terms that (A) are no less favorable than those in the Financing Commitments to Parent and Merger Sub taken as a whole and (B) would not reasonably be expected to prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the Transactions on or before the Outside Date (the “Alternative Financing”), and to obtain a new financing commitment letter related to such Alternative Financing (the “Alternative Financing Commitment”). If applicable, each of Parent and Merger Sub shall use their respective best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange promptly and consummate and obtain the Alternative Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth described in the Alternative Financing LettersCommitment as promptly as practicable but in any event on or before the Outside Date, including using reasonable best efforts to (i) maintain in effect and comply with the Financing Letters, (ii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentationAlternative Financing (such definitive agreements, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with or any definitive agreements entered into under Section 7.08(a), the funding of the Debt Financing“Financing Agreements”) with respect to the Debt Financing (A) on the terms and subject only conditions contained in the Alternative Financing Commitment or (B) on other terms and conditions that (1) are no less favorable to Parent and Merger Sub taken as a whole, (2) do not impose any new or additional conditions, or adversely change in any material respect any existing conditions, to the conditions (including receipt of the market “flex” provisions) Alternative Financing as set forth in the Debt Commitment Letter Alternative Financing Commitments and (3) would not reasonably be expected to prevent, materially delay or on other terms that, with respect to conditionality, are not less favorable to materially impair the ability of Parent or Merger Sub than to consummate the terms and conditions (including market “flex” provisions) set forth in Transactions on or before the Debt Commitment Letter)Outside Date, (iiiii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub in the Financing Letters and the such definitive agreements related thereto that are within their control, and (including by consummating iii) upon satisfaction of such conditions, to use their best efforts to cause the Equity Financing at or prior to the Closing on the terms and subject to the conditions set forth in the Equity Funding Letterfunding of such Alternative Financing. (c) (or, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained shall, and shall use their best efforts to cause their Representatives to, comply in such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon all material respects with the satisfaction or waiver terms of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the MergerFinancing Commitments, consummate the any Alternative Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the Closing, (v) enforce its rights under the Financing Letters and the definitive agreements relating to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors shall not, without the prior written consent of the Company, agree to or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision underCommitment, the Financing Letters or the definitive agreements relating Agreements and any related fee and engagement letters. Parent shall (i) furnish to the Financing if such terminationCompany complete, amendment, supplement, modification or waiver would (A) reduce the aggregate amount of any portion correct and executed copies of the Financing Agreements promptly upon their execution and (including by increasing ii) otherwise keep the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount Company reasonably informed of the Financing would be below the amount required status of Parent’s efforts to pay the Required Amount, (B) impose new or additional conditions precedent to the availability of arrange the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Alternative Financing) on the Closing Date or (C) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Letters or the definitive agreements with respect to the Financing. Parent shall promptly deliver including providing to the Company copies of Financing Agreements in substantially final form following the negotiation thereof. (d) Prior to the Effective Time, the Company, acting through the Special Committee if then in existence or otherwise by resolution of a majority of Disinterested Directors, shall provide, and shall cause its subsidiaries to, and shall use its best efforts to cause their respective Representatives, including legal and accounting, to, provide all cooperation reasonably requested by Parent in connection with the Debt Financing or any amendmentAlternative Financing, modificationincluding, supplementwithout limitation: (i) reasonable participation in a reasonable number of meetings, consent presentations, due diligence sessions, drafting sessions, road shows and sessions with rating agencies with respect to the definitive financing arrangements for the Debt Financing or waiver any Alternative Financing; (ii) assistance with the preparation of customary materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses, business projections and financial statements (including those required by the SEC) and similar documents required in connection with the Debt Financing or any Alternative Financing; (iii) execution and delivery of any pledge and security documents and other similar documents, other definitive financing documents, and other certificates and documents to be executed and delivered by the Company or any of its subsidiaries as may be reasonably requested by Parent (including a certificate of the chief financial officer of the Company or any subsidiary with respect to solvency matters) and otherwise facilitate the pledging of collateral, in each case so long as not effective until on or after the Effective Time; (iv) furnishing Parent and its Debt Financing or Alternative Financing sources with readily-available historical financial and other pertinent information regarding the Company as may be reasonably requested by Parent, including all historical 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 under Rule 144A under the Securities Act, to consummate the Debt Financing or any Alternative Financing Letter transaction executed in connection with the Transactions; (v) using best efforts to assist Parent in obtaining accountants’ comfort letters, legal opinions, surveys and title insurance as may be reasonably requested by Parent or the definitive lenders under the Debt Financing Commitments or any Alternative Financing Commitment; (vi) permit the prospective lenders involved in the Debt Financing or any Alternative Financing to evaluate the Company’s current assets and cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements; (vii) so long as not effective until on or after the Effective Time, establish bank and other accounts and blocked account agreements relating and lock box arrangements in connection with any such collateral arrangements; and (viii) taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Parent to permit the consummation of the Debt Financing promptly upon execution thereof. Notwithstanding anything or any Alternative Financing and to permit the proceeds thereof to be made available to the contrary Surviving Corporation immediately after the Effective Time. The Company shall cause its officers, in this Agreementtheir capacities as officers, nothing to deliver such customary management representation letters as any audit firm may request in connection with any comfort letters or similar documents required in connection with the Debt Financing or any Alternative Financing. The Company hereby consents to the use of its and its subsidiaries’ logos in connection with the Debt Financing or any Alternative Financing, provided that such logos are used in a manner that is not intended to nor reasonably likely to harm or disparage the Company or the reputation or goodwill of the Company or any of its subsidiaries and its or their marks. Nothing contained in this Section 5.04 7.08 or otherwise shall require, and require the Company to be an issuer or other obligor with respect to the Debt Financing or any Alternative Financing prior to the Effective Time. Nothing contained in no event this Section 7.08 or otherwise shall require the reasonable best efforts of Parent Company to pay any Transaction Costs related to the Debt Financing or Merger Sub be deemed or construed to require, either Parent or Merger Sub to (i) seek the Equity any Alternative Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter or the Debt Commitment Letter (including any market “flex” provisions contained thereinTransaction Costs related to such cooperation under this Section 7.08(d).

Financing. (a) Each of Parent and Merger Sub Buyer shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on the terms and subject only to the conditions (including the market “flex” flex provisions) set forth in the Financing Commitment Letters, including using reasonable best efforts to (i) maintain in effect the Commitment Letters in accordance with the terms and subject to the conditions thereof and comply with its obligations under with the Commitment Letters and the definitive agreements relating to the Debt Financing Letters(including the payment of related fees and expenses in connection therewith as and when due and payable), in each case, to the extent the failure to comply with such obligations would adversely impact the amount or availability of the Financing, (ii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing on the terms and subject only to the conditions (including the market “flex” flex provisions) set forth in the Debt Commitment Letter (or or, if available, on other terms thatthat (I) are acceptable to Buyer in its sole discretion, with respect (II) will not adversely affect the ability of Buyer, from a conditionality and enforceability perspective (taken as a whole), to conditionality, are not less favorable to Parent or Merger Sub than consummate the terms transactions contemplated hereby and conditions (including market “flex” provisionsIII) set forth in the Debt Commitment Letterwould otherwise be permitted by Section 4.6(b), (iii) satisfy on a timely basis all conditions applicable to Parent to, and Merger Sub within the control of, Buyer in the Financing Commitment Letters and the definitive agreements related thereto thereto, (including by consummating iv) consummate the Equity Financing at or prior to the Closing on Date, including using its reasonable best efforts to cause the terms and subject to the conditions set forth in the Equity Funding Letter) (orSponsors, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the any other Persons committing to fund the Financing to fund the Financing at the Closing, Closing and (v) enforce its rights under the Financing Letters and the definitive agreements relating to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Commitment Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors Buyer shall not, without the prior written consent of the CompanyPKI (not to be unreasonably withheld), agree or consent to or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Financing Commitment Letters or the definitive agreements relating to the Financing if such termination, amendment, supplement, modification or waiver would (A) reduce (or have the effect of reducing) the aggregate amount of any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing would be below the amount required to pay the Required Amountdiscount), (B) impose new additional or additional more burdensome conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing Financing, or otherwise expand, amend or modify any other provision of the Commitment Letters in a manner that would reasonably be expected to materially delay delay, prevent or prevent make less likely to occur the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (C) adversely impact the ability of Parent or Merger Sub, as applicable, Buyer to enforce its rights against other parties to the Financing Commitment Letters or the definitive agreements with respect to the Financing. Parent Buyer shall promptly deliver to the Company PKI true and complete copies of any amendment, modification, supplement, consent or waiver to or under any Financing Commitment Letter or the definitive agreements relating to the Financing promptly upon execution thereof; provided, for the avoidance of doubt, that Buyer may amend the Debt Commitment Letter to add additional lenders, arrangers, bookrunners, managers or agents that did not execute the Debt Commitment Letter as of the Original Execution Date. (b) Upon the request of PKI, Buyer shall keep PKI informed in reasonable detail of the status of its efforts to arrange the Debt Financing. Notwithstanding Buyer shall give PKI prompt notice (i) of any breach, default (or any event that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any default or breach), in each case, to the extent such breach or default would reasonably be expected to adversely impact the ability of Buyer to obtain all or any portion of the Financing contemplated by the Commitment Letters or the definitive documents related to the Financing, termination, cancellation or repudiation by any party to any of the Commitment Letters or definitive documents related to the Financing, in each case, of which ▇▇▇▇▇ becomes aware and (ii) of the receipt by Buyer of any written notice or other written communication from any Financing source with respect to any breach, default (or any event that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default), termination, cancellation or repudiation by any party to any of the Commitment Letters or any definitive document related to the Financing of any provisions of the Commitment Letters or any definitive document related to the Financing. As soon as reasonably practicable, but in any event within five Business Days of the date PKI delivers to Buyer a written request, Buyer shall provide any information reasonably requested by PKI relating to any circumstance referred to in the immediately preceding sentence. If any portion of the Debt Financing becomes unavailable on the terms and conditions (including any applicable market flex provisions) contemplated by the Debt Commitment Letter, or Buyer becomes aware of any event or circumstance that could reasonably be expected to make any such portion of the Debt Financing unavailable on the terms and conditions (including any applicable market flex provisions) contemplated by the Debt Commitment Letter, and in each case such portion is required to fund the Required Amount, Buyer shall promptly notify PKI in writing and 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 the same or alternative sources in an amount, when taken together with the funds under the Equity Commitment Letter, sufficient to consummate the transactions contemplated by this Agreement with terms and conditions not less favorable to Buyer (or its Affiliates) than the terms and conditions set forth in the Debt Commitment Letter, as promptly as practicable following the occurrence of such event. Buyer shall deliver to PKI true and complete copies of all contracts, agreements or other arrangements (including Redacted Fee Letters) pursuant to which any such alternative source shall have committed to provide any portion of the Debt Financing. For purposes of this Section 4.6, (x) references to the “Financing” shall include the financing contemplated by the Commitment Letters as permitted to be amended, modified, supplemented or replaced by this Section 4.6, (y) references to the “Debt Commitment Letter” shall include such documents as permitted to be amended, modified, supplemented or replaced by this Section 4.6 and (z) references to “Debt Financing” shall include the debt financing contemplated by the Debt Commitment Letter as permitted to be amended, modified, supplemented or replaced by this Section 4.6. (c) PKI shall, and shall cause the Asset Seller and the Acquired Companies to, use reasonable best efforts to, at Buyer’s sole cost and expense, provide Buyer with such cooperation in connection with the arrangement of the Debt Financing (including the syndication thereof) as is customary and reasonably requested by ▇▇▇▇▇, provided that such requested cooperation does not, in PKI’s reasonable judgment, unreasonably interfere with the ongoing business or operations of PKI or any of its subsidiaries. Such cooperation will include (A) assistance in Buyer’s preparation of any bank books, rating agency presentation materials or other similar offering materials in connection with the Debt Financing, (B) reasonably promptly responding to any reasonable and customary diligence inquiries of the banks engaged for, or the lenders in, such Debt Financing, (C) providing Buyer with reasonable assistance in Buyer’s efforts to obtain subordination and non-disturbance agreements, landlord waivers, collateral access agreements, account control agreements, consents, and other customary agreements from the Business’ landlords, depositary banks or other third parties as may be requested by the sources of the Debt Financing (or assisting Buyer in obtaining from legal counsel (including local counsel; provided that counsel to PKI or the Companies shall not be required to render any legal opinions) to the Companies and their advisors) and executing and delivering any guarantee or pledge and security documents, other definitive financing documents, or other documents as may be reasonably requested by Buyer and as may be necessary and customary in connection with the Debt Financing (including a solvency certificate from a continuing officer of the Companies in the form contemplated by the Debt Commitment Letter) and otherwise facilitating the pledging of collateral and the obtaining of guarantees; provided that all such pledges, guarantees and other documents with respect to the Companies, their Subsidiaries and their respective assets shall be authorized and become effective only at, or as of, the Closing; and (D) making appropriate officers and Business Employees available, at such times and in such manner as to not unreasonably interfere with the ongoing operation of the Business, for participation in meetings with, or presentations to, prospective participants in such Debt Financing or the prospective rating agencies for such Debt Financing. In no event shall PKI or any of its subsidiaries be required to bear any cost or expense, pay any commitment or other fee, enter into any definitive agreement, incur any other liability or obligation, make any other payment or agree to provide any indemnity in connection with the Financing or any of the foregoing, except with respect to the Companies and their respective subsidiaries, to the extent contingent upon the Closing or the Local Closing, as applicable, or effective on or after the Closing or the Local Closing, as applicable. In addition, nothing in this Section 4.6(c) shall require any action that would conflict with or violate PKI’s or any of its subsidiaries’ organizational documents or any applicable Laws, rules or regulations or result in the contravention of, or that would reasonably be expected to result in a violation or breach of, or default under, any contract to which PKI or any of its subsidiaries is a party. For the avoidance of doubt, none of PKI or its subsidiaries or their respective officers, directors (with respect to any subsidiary of PKI) or employees shall be required to execute or enter into or perform any agreement, certificate or other document with respect to the Financing other than, with respect to the Companies and their respective subsidiaries, to the extent that such agreement, certificate or other document is expressly contingent upon the Closing or the Local Closing, as applicable, or would become effective at or after to the Closing or the Local Closing, as applicable, and no directors of PKI shall be required to execute or enter into or perform any agreement, or to pass any resolutions or consents, with respect to the Financing. Buyer shall promptly, upon request by PKI, reimburse PKI for all reasonable and documented out-of-pocket costs and expenses (including (A) reasonable attorneys’ fees and (B) fees and expenses of PKI’s accounting firms engaged to assist in connection with the Financing) incurred by PKI or any of its subsidiaries in connection with the cooperation of PKI or any of its subsidiaries or any of their respective Representatives contemplated by this Section 4.6(c) and the compliance by PKI or any of its subsidiaries or any of their respective Representatives with its obligations under this Section 4.6(c), and shall indemnify and hold harmless PKI, 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 compliance by PKI or any of its subsidiaries or any of their respective Representatives with its obligations under this Section 4.6(c), except to the extent such losses, damages, claims, costs or expenses are determined by a court of competent jurisdiction in a final judgment (not subject to appeal) to result from the Fraud, PKI Willful Breach of its obligations under this Section 4.6 or gross negligence of PKI, the Companies or their respective Subsidiaries or, in each case, their respective officers, directors employees, accountants, consultants, legal counsel, agents or other Representatives. Nothing contained in this Section 4.6(c) or otherwise shall require PKI or any of its subsidiaries to be an issuer or obligor with respect to the Debt Financing. PKI shall be deemed to have satisfied its obligations under this Section 4.6(c) for purposes of the condition precedent set forth in Section 5.1(c) and shall be entitled to exercise each of the termination rights applicable to it in Article VI (subject to the terms and conditions thereof), in each case, except in the case of PKI Willful Breach of its obligations under this Section 4.6(c) that has not been cured within a reasonable period of time after written notice thereof by Buyer and has substantially contributed to the Buyer’s failure to receive a material portion of the proceeds of the Financing. (d) Buyer acknowledges and agrees that, notwithstanding PKI’s obligations under Section 4.6(c), none of the obtaining of the Financing or any permitted alternative financing, or the completion of any issuance of securities contemplated by the 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 Financing or any permitted alternative financing or the completion of any such issuance. (e) All non-public or otherwise confidential information regarding PKI or any of its subsidiaries obtained by Buyer or its Representatives pursuant to clause (c) above shall be kept confidential in accordance with the Confidentiality Agreement; provided that Buyer may provide such information to potential sources of capital and to rating agencies and prospective lenders and investors during syndication of the Debt Financing (including any permitted alternative financing) subject to customary confidentiality arrangements with such Persons regarding such information and PKI and Buyer (it being agreed that Buyer shall notify PKI of any such prospective lenders or investors that have received such information pursuant to this Section 4.6(e)); provided, further that, notwithstanding anything to the contrary in this the Confidentiality Agreement, nothing contained in this Section 5.04 the Parties agree that the Debt Financing Sources and all such potential other financing sources shall require, be “Representatives” under the Confidentiality Agreement of Buyer and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed Buyer does not have to require, either Parent or Merger Sub to (i) seek the Equity Financing obtain prior consent from any source other than person for any potential Debt Financing Source to become a “Representative” under the counterparties toConfidentiality Agreement of Buyer. Upon the Closing, or in any amount in excess of that contemplated by, PKI’s rights under the Equity Funding Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter or the Debt Commitment Letter (including any market “flex” provisions contained therein)Confidentiality Agreement shall be assigned to Buyer as a Contract.

Financing. (a) 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, proper or advisable to arrange and consummate and obtain the Financing as soon as reasonably practicable (but in any event not prior to the consummation of the Marketing Period) on the terms and subject only to the conditions (including the market “flex” provisions) set forth described in the Financing Commitment Letters, including using reasonable best efforts to (i) maintain in full force and effect and comply with the Financing Commitment Letters, (ii) negotiate and enter into the definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing thereto on the terms and subject only to conditions contained in the conditions Commitment Letters (including including, as necessary, the market “flex” provisions) set forth provisions contained in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market “flex” provisions) set forth in the Debt Commitment Letterany related fee letter), (iii) comply with and satisfy on a timely basis (or if determined advisable by Parent and Merger Sub, obtain the waiver of) all terms, covenants and conditions applicable to Parent and Merger Sub that are in their control to obtaining the Financing set forth in the Financing Commitment Letters and the definitive agreements related thereto such that the Financing will be able to be consummated at or prior to the Effective Time, and (including by consummating iv) consummate the Equity Financing at or prior to the Closing on Effective Time subject to the terms and subject conditions described in the Commitment Letters, and it being understood that neither Parent nor Merger Sub shall be in breach of its obligations set forth above on account of the effects of any inaccuracies in the representations and warranties of the Company set forth herein or any failure by the Company to comply with its obligations hereunder; provided, that the foregoing (other than clause (i)) shall not apply with respect to the conditions set forth Bank Financing in the Equity Funding Letterevent that and for so long as (A) (or, if necessary Parent or deemed advisable by Parent, seek the waiver of conditions applicable Merger Sub elect to pursue a high yield securities offering or other debt financing with respect to Parent and Merger Sub contained its Subsidiaries (a “High Yield Debt Financing”) in such Debt Commitment Letter or such definitive agreements related thereto)lieu of the Bank Financing, (ivB) upon assuming the satisfaction High Yield Debt Financing is funded, the net proceeds contemplated by the High Yield Debt Financing, together with the Equity Financing and cash or waiver of the conditions to Parent’s cash equivalents held by Parent and Merger Sub’s obligations to consummate , will in the Offer aggregate be sufficient for Merger Sub and the Merger, consummate Surviving Corporation to pay the Financing aggregate Merger Consideration (and cause any repayment or refinancing of debt contemplated by this Agreement or the lenders High Yield Debt Financing) and the any other Persons committing amounts required to fund the Financing to fund the Financing at the Closing, (v) enforce its rights under the Financing Letters and the definitive agreements relating to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. be paid by Parent, Merger Sub and the Guarantors shall not, without Surviving Corporation in connection with the prior written consent consummation of the Company, agree transactions contemplated by this Agreement and to or permit any termination of or amendment, supplement or modification pay all related expenses at the Closing required to be made topaid by Parent, Merger Sub and the Surviving Corporation, (C) Parent and Merger Sub use their commercially reasonable efforts to take, or grant any waiver cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and consummate the High Yield Debt Financing as soon as reasonably practicable and (D) it is reasonably anticipated (in the good faith discretion of Parent) that such High Yield Debt Financing would be consummated on or prior to the time required for Closing under Section 1.02. (b) Parent and Merger Sub shall keep the Company informed with respect to all material activity concerning the status of the Financing and, if applicable, the High Yield Debt Financing, and shall give the Company prompt notice of any provision undermaterial adverse change with respect to the Financing, and, if applicable, the Financing High Yield Debt Financing. Without limiting the foregoing, Parent shall notify the Company promptly, and in any event within two Business Days, if at any time (i) any of the Commitment Letters shall expire or be terminated for any reason, (ii) any financing source that is a party to a Commitment Letter notifies Parent that such source no longer intends to provide financing to Parent (or, in the case of the Equity Commitment Letter, Merger Sub) on the terms set forth therein, (iii) Parent is aware of any actual or threatened material breach, default, termination or repudiation by any party to the Commitment Letters or the definitive agreements relating to the Commitment Letters or any material dispute or disagreement between or among the parties to the Commitment Letters or definitive agreements relating to the Commitment Letters with respect to the obligation to fund the Financing if such termination, amendment, supplement, modification or waiver would (A) reduce the aggregate amount of the Financing to be funded at Closing, or (iv) for any reason Parent or Merger Sub no longer believes in good faith that it will be able to obtain all or any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Commitment Letters on the date terms or within the timing described therein. (c) If any portion of this Agreement unless the Bank Financing becomes unavailable on the terms and conditions or within the timing contemplated in the Bank Commitment Letter (other than on account of the High Yield Debt Financing or Equity Financing is increased by a corresponding amounthaving been completed), Parent and Merger Sub shall (i) such that the aggregate amount of the Financing would be below the amount required to pay the Required Amount, (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (C) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Letters or the definitive agreements with respect to the Financing. Parent shall promptly deliver to the Company copies of any amendment, modification, supplement, consent or waiver to or under any Financing Letter or the definitive agreements relating to the Financing promptly upon execution thereof. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 shall require, and in no event shall the use their reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, alternative financing for any such portion from alternative sources (“Alternative Financing”) in an amount that will still enable Parent or Merger Sub be deemed or construed to require, either Parent or and Merger Sub to (i) seek consummate the Equity Financing from any source other than the counterparties to, or in any amount in excess of that transactions contemplated by, the Equity Funding Letter, or by this Agreement and (ii) pay any material fees in excess promptly notify the Company of those contemplated by such unavailability and the Equity Funding Letter or the Debt Commitment Letter (including any market “flex” provisions contained therein).reason therefor. If

Financing. (a) Each Tenant agrees to pay, not later than three (3) business days following written request from Landlord (or upon the date of Parent this Lease with respect to costs and Merger Sub shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Financing Letters, including using reasonable best efforts to expenses incurred as of such date): (i) maintain in effect all costs and comply with the Financing Letters, (ii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined expenses incurred by Parent to be reasonably likely to be necessary Landlord in connection with the funding initial purchase and leasing of the Debt Financing) with respect to Leased Premises, including, without limitation, transfer taxes and recording fees and charges, the Debt Financing on the terms cost of appraisals, environmental reports, property condition report and subject only to the conditions zoning reports; UCC and related searches; owner’s title insurance charges and premiums (including the market “flex” provisions) set forth in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market “flex” provisions) set forth in the Debt Commitment Letterendorsements), (iii) satisfy on a timely basis all conditions applicable the cost of surveys; the costs of any updates to Parent and Merger Sub in the Financing Letters and the definitive agreements related thereto (including by consummating the Equity Financing at or prior to the Closing on the terms and subject to the conditions set forth in the Equity Funding Letter) (or, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver any of the conditions to Parent’s foregoing or any reliance letters required in connection therewith; and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the Closing, (v) enforce its rights under the Financing Letters and the definitive agreements relating to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors shall not, without the prior written consent of the Company, agree to or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the definitive agreements relating to the Financing if such termination, amendment, supplement, modification or waiver would (A) reduce the aggregate amount of any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated expenses of Landlord’s counsel, and (ii) all costs and expenses incurred by Landlord in connection with the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount financing of the Financing would be below the amount required initial Loan, including without limitation, any “points”, application charges, commitment fees, costs of updates or additions to pay the Required Amount, (B) impose new searches or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (C) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Letters or the definitive agreements with respect to the Financing. Parent shall promptly deliver to the Company copies of any amendment, modification, supplement, consent or waiver to or reports identified under any Financing Letter or the definitive agreements relating to the Financing promptly upon execution thereof. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 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 clause (i) seek hereof or any reliance letters required in connection therewith, Lender’s title charges and premiums (including endorsements), and the Equity Financing from fees and expenses of Lender’s counsel. (b) Tenant agrees to pay, within three (3) business days of written demand thereof, any source cost, charge or expense (other than the counterparties to, or in any amount in excess principal of that contemplated bythe Note and interest thereon at the contract rate of interest specified therein) imposed upon Landlord by Lender pursuant to the Note, the Equity Funding LetterMortgage or the Assignment which is not caused solely by the gross negligence or willful misconduct of Landlord and which is not otherwise reimbursed by Tenant to Landlord pursuant to any other provision of this Lease. (c) If Landlord desires to obtain or refinance any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender reasonably requires in connection with such financing, including any environmental indemnity agreement and subordination, non-disturbance and attornment agreement which complies with Paragraph 32 hereof, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant’s obligations under this Lease. Such subordination, nondisturbance and attornment agreement may require Tenant to confirm that (i) Lender and its assigns will not be liable for any misrepresentation, act or omission of Landlord and (ii) pay Lender and its assigns will not be subject to any material fees in excess of those contemplated by the Equity Funding Letter counterclaim, demand or the Debt Commitment Letter (including any market “flex” provisions contained therein)offsets which Tenant may have against Landlord.

Financing. (a) Each The Company and Parent shall cooperate with each other with respect to customary actions for transactions of this type that are reasonably requested by Parent to be taken by the Company or its Subsidiaries under the Company Credit Agreement or any of the Company’s outstanding debt securities in connection with the Merger; provided that (i) none of the Company, its Subsidiaries or their representatives shall be required to execute or deliver, or agree to any change or modification of, any agreement that is effective prior to the Closing or that would be effective if the Closing does not occur, or deliver or cause to be delivered any opinion of counsel in connection therewith and (ii) Parent shall provide a customary indemnity in connection therewith. (b) Parent and Merger Sub Subsidiary shall, and shall cause their respective Subsidiaries to, use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate arrange and obtain the Committed Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Financing Commitment Letters, including using reasonable best efforts to (i) maintain in effect the Commitment Letters until the Merger and comply the other transactions contemplated by this Agreement are consummated (it being acknowledged that the commitments under the Commitment Letters may be reduced to the extent that Parent receives cash proceeds from any Financing at or prior to the Effective Time, which cash proceeds are (x) segregated and limited in use to the consummation of the Merger and the other transactions contemplated by this Agreement or (y) funded into an escrow account with release provisions not less favorable to Parent than the Financing Lettersconditions contained in the Commitment Letters (“Permitted Commitment Reductions”)) and (ii) unless Parent shall have reduced the commitments under the Commitment Letters to zero pursuant to Permitted Commitment Reductions, (iix) timely (and in any event by the Effective Time) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined facilities contemplated by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing Commitment Letters on the terms and subject only conditions set forth therein, (y) satisfy or cause to be waived on a timely basis (and in any event by the Effective Time) all conditions (including the market “flex” provisions) to funding applicable to Parent set forth in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market “flex” provisions) set forth in the Debt Commitment Letter), (iii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub in the Financing Letters and the definitive agreements related thereto (including by consummating the Equity Financing at or prior to the Closing on the terms and subject to the conditions set forth in the Equity Funding Letter) (or, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), that are within its (ivor any Affiliate’s) control and otherwise comply with its obligations thereunder and (z) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Mergersuch conditions, consummate the Financing consummate, and cause the lenders and Financing Sources to fund, the other Persons committing to fund the Financing to fund the Committed Financing at the Closing, Effective Time (v) including using reasonable best efforts to enforce all of its rights under the Financing Letters and the definitive agreements relating to the Financing and Commitment Letters). (vic) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors Nothing herein shall not, without the prior written consent of the Company, agree to prevent Parent from substituting all or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the definitive agreements relating to the Financing if such termination, amendment, supplement, modification or waiver would (A) reduce the aggregate amount of any portion of the Committed Financing provided for in the Commitment Letters with one or more commitments from financial institutions to provide substitute debt financing (including by increasing i) in an amount, together with any cash and marketable securities of Parent and any then-available Committed Financing, sufficient for Parent and Merger Subsidiary to satisfy the amount of fees to be paid or original issue discount as compared to Transaction Uses at the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing would be below the amount required to pay the Required AmountEffective Time, (Bii) that does not impose new or additional conditions precedent to the availability of the Committed Financing or otherwise expand, amend amend, modify or modify waive any of the conditions precedent to the Committed Financing in a manner and (iii) that would not reasonably be expected to materially delay or prevent (A) make the timely funding of the Committed Financing (or the satisfaction of the conditions to obtaining the Financing) on the Closing Date Committed Financing materially less likely to occur or (CB) materially and adversely impact affect the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Commitment Letters or the definitive agreements relating thereto (the “Substitute Financing”), and to obtain new financing commitment letter(s) with respect to such Substitute Financing (the Financing“Substitute Commitment Letter(s)”). Parent shall promptly deliver provide true, complete and correct copies of such Substitute Commitment Letter(s) to the Company. In the event Substitute Commitment Letter(s) are obtained, the definitions of “Commitment Letters” and “Committed Financing” set forth in this Agreement shall be deemed to have been modified as appropriate to reflect such Substitute Commitment Letter(s) and such Substitute Financing contemplated thereby. (d) If any portion of the Committed Financing becomes unavailable, and such unavailable amount is reasonably required for Parent and Merger Subsidiary to satisfy the Transaction Uses at the Effective Time (such event, an “Original Financing Failure”), Parent shall promptly notify the Company copies in writing of the Original Financing Failure and Parent shall use its reasonable best efforts to arrange and obtain, as promptly as reasonably practicable, alternative financing from alternative sources (i) in an amount, together with any amendmentcash and marketable securities of Parent and any then-available Committed Financing, modificationsufficient for Parent and Merger Subsidiary to satisfy the Transaction Uses at the Effective Time, supplement(ii) that does not impose new or additional conditions to the Committed Financing or otherwise expand, consent amend, modify or waiver waive any conditions to the Committed Financing and (iii) that would not reasonably be expected to (A) make the timely funding of the Committed Financing or under any the satisfaction of the conditions to obtaining the Committed Financing Letter materially less likely to occur or (B) materially and adversely affect the ability of Parent to enforce its rights against other parties to the Commitment Letters or the definitive agreements relating thereto (the “Alternative Financing”), and to obtain new financing commitment letter(s) with respect to such Alternative Financing (the “Alternative Commitment Letter(s)”). Parent shall promptly provide true, complete and correct copies of such Alternative Commitment Letter(s) to the Company. In the event Alternative Commitment Letter(s) are obtained, the definitions of “Commitment Letters” and “Committed Financing” set forth in this Agreement shall be deemed to have been modified as appropriate to reflect such Alternative Commitment Letter(s) and such Alternative Financing promptly upon execution thereof. Notwithstanding anything contemplated thereby. (e) Parent shall not permit any amendment, modification to, or any waiver of any provision or remedy under, any of the Commitment Letters or the Equity Purchase Agreement or any definitive agreement related to the contrary Committed Financing unless (i) such amendment, modification or waiver would not impose new or additional conditions to the Committed Financing or Equity Investment or otherwise expand, amend, modify or waive any conditions to the Committed Financing or the Equity Investment and (ii) such amendment, modification or waiver would not reasonably be expected to (A) make the timely funding of the Committed Financing or the Equity Investment or the satisfaction of the conditions to obtaining the Committed Financing or the Equity Investment materially less likely to occur, (B) reduce the aggregate amount of the Committed Financing or the Equity Investment to an amount, together with the proceeds of the Equity Investment (in this Agreementthe case of a reduction to the Committed Financing) or the Committed Financing (in the case of a reduction to the Equity Investment) and any cash and marketable securities of Parent, nothing contained less than the amount necessary for Parent and Merger Subsidiary to satisfy the Transaction Uses at the Effective Time or (C) materially and adversely affect the ability of Parent to enforce its rights against other parties to the Commitment Letters or the Equity Purchase Agreement or such definitive agreements. Parent shall promptly provide true, complete and correct copies of each amendment, modification and waiver to any of the Commitment Letters or the Equity Purchase Agreement or any definitive agreement related to the Committed Financing to the Company. (f) Parent shall keep the Company reasonably informed on a timely basis of the status of Parent’s efforts to obtain the Committed Financing and to satisfy the conditions thereof and shall give the Company prompt notice of any fact, change, event or circumstance that is reasonably likely to have, individually or in this Section 5.04 the aggregate, a material adverse impact on the Committed Financing. Parent shall requiregive the Company prompt notice of (x) any material breach or material default by any party to the Commitment Letters, or any definitive agreements related to the Committed Financing, in each case of which Parent becomes aware, (y) actual or, to the knowledge of Parent, threatened in writing withdrawal, repudiation, or termination of any of the Commitment Letters or such definitive agreements and (z) the receipt of any written notice or other communication, in each case received from any Financing Source with respect to any (1) material breach of Parent’s obligations under the Commitment Letters or definitive agreements related to the Committed Financing, or breach, default, withdrawal, termination or repudiation by any party to the Commitment Letters or definitive agreements related to the Committed Financing, (2) material dispute or disagreement between or among any parties to the Commitment Letter or definitive agreements related to the Committed Financing or any provisions of the Commitment Letters, in each case, with respect to the obligation to fund any amount of the Committed Financing to be funded at the Effective Time; or (3) failure or anticipated failure by such Financing Source to fund any part of its commitments under any Commitment Letter or definitive agreement related to the Committed Financing to be funded at the Effective Time; provided that in no event shall Parent be under any obligation to disclose any information pursuant to clauses (1), (2) or (3) that would waive the protection of attorney-client privilege, but Parent shall use reasonable best efforts to disclose such information in a way that would not jeopardize such privilege. (g) From and after the date of this Agreement, and through the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article IX, the Company shall, and the Company shall cause each of its Subsidiaries (other than the MLP and its Subsidiaries) to, use its and their reasonable best efforts to cause its and their representatives to, use their respective reasonable best efforts to provide such customary cooperation as is reasonably requested by Parent in writing to assist Parent in the arrangement, syndication and consummation of the Committed Financing or Merger Sub other bank financing or capital markets financing entered into to finance the Transaction Uses (the “Financing”), including using reasonable best efforts to (A) cause the management team of the Company to participate in a reasonable number of requested meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Financing, in each case upon reasonable notice and at mutually agreed upon dates and times, (B) reasonably assist Parent and the Financing Sources with their preparation of (1) materials for rating agency presentations and investor and road show presentations, (2) bank information memoranda (including a public-side version thereof), syndication documents, registration statements, prospectuses, offering memoranda and private placement memoranda and (3) similar documents and materials, in each case necessary, customary or advisable in connection with any portion the Financing to the extent reasonably requested by Parent and limited to information to be deemed contained therein with respect to the Company and its Subsidiaries, (C) subject to customary confidentiality provisions and disclaimers, provide customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders and containing a customary representation that such information does not contain a material misstatement or construed omission and containing a representation to requirethe Financing Sources that the public side versions of such documents, either if any, do not include material non-public information about the Company or its Subsidiaries or their respective securities, (D) provide the Financing Sources, at least three business days prior to the closing date of the applicable Financing (to the extent requested in writing at least 10 business days prior to the closing date of the applicable Financing) with all documentation and other information required with respect to the Company and its Subsidiaries by applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, Title III of Pub. L. 107-56 (the “PATRIOT Act”) and 31 C.F.R. § 1010.230, and applicable Anti-Corruption Laws, Economic Sanctions/Trade Laws and Money Laundering Laws, (E) following written request therefor, provide information concerning the Company and its Subsidiaries reasonably necessary for the preparation and completion of the definitive documents governing or relating to the Financing (including any schedules, customary certificates, annexes or exhibits thereto and other pertinent and customary information as Parent or Merger Sub shall reasonably request in order to market, syndicate and consummate the Financing), (F) provide (i) seek audited consolidated balance sheets and related audited consolidated statements of income, comprehensive income, equity and cash flows of the Equity Financing from any source other Company for each of the three fiscal years most recently ended more than sixty (60) days prior to the counterparties toClosing Date, or in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) pay unaudited consolidated balance sheets and related unaudited consolidated statements of income, comprehensive income and cash flows of the Company for each subsequent fiscal quarter ended more than forty (40) days prior to the Closing Date and (iii) other historical financial information regarding the Company and its Subsidiaries reasonably necessary to permit Parent to prepare pro forma financial statements customarily included in marketing and offering documents for an offering of debt securities of Parent on a registration statement filed with the SEC, (G) cause its independent accountants and independent petroleum consultants to provide customary assistance and cooperation reasonably requested by Parent with any material fees offering of debt securities, including (i) providing any necessary written consents to use their audit or other reports relating to financial statements or reserve information of the Company and its Subsidiaries and to be named as an “Expert” in excess of those contemplated by the Equity Funding Letter or the Debt Commitment Letter any document related to any applicable Financing and (ii) participating in customary due diligence sessions and providing any customary “comfort” letters (including customary “negative assurance” comfort for any market “flex” provisions contained thereinapplicable Financing), (H) cause its independent petroleum consultants to provide any customary letters and consents regarding customary and appropriate reserve information of the Company and its Subsidiaries and (I) cooperate with the Financing Sources’ due diligence, to the extent customary and reasonable.

Financing. (a) Each Purchaser shall deposit with and otherwise make available to the Bank issuing the Letters of Parent Credit sufficient readily available funds such as required by the Bank to issue the Letters of Credit in the L/C Amount (as hereinafter defined), but in no event more than the principal amount of the Timber Note and Merger Sub the amount of the prepaid LC fees and any LC Bank fees, commissions and expenses payable at Closing, and Purchaser shall use its reasonable best efforts to take, or cause arrange for a Bank to be taken, all actions issue Letters of Credit on terms and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain conditions that are consistent with the Financing Timber Note Indicative Terms in an aggregate amount of not less than the Installment Note Purchase Price plus one interest payment on the terms and subject only to respective Installment Note (the conditions (including the market “flex” provisions) set forth in the Financing LettersL/C Amount”), including using reasonable best efforts to (i) maintain as soon as practicable to obtain a firm commitment (each, an “L/C Commitment Letter”), in effect form and comply with the Financing Letterssubstance reasonably satisfactory to Seller, to provide such Letters of Credit, (ii) to negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding such Letters of the Debt Financing) with respect to the Debt Financing Credit on the terms and subject only to the conditions (including the market “flex” provisions) set forth contained in the Debt L/C Commitment Letter (or on other terms thatnot materially less beneficial to Purchaser Parent, with respect to conditionality, are not less favorable to Parent Purchaser or Merger Sub than the terms and conditions (including market “flex” provisions) set forth in the Debt Commitment Letter)Seller, (iii) to satisfy on a timely basis all conditions applicable to Parent and Merger Sub such Purchaser in the Financing Letters and the such definitive agreements related thereto that are within its control, and (including by consummating iv) to consummate the Equity Financing issuance of the Letters of Credit at or prior Closing. (b) In the event any portion of the Letters of Credit becomes unavailable to the Closing Purchaser on the terms and subject to the conditions set forth contemplated in the Equity Funding Letter) (orL/C Commitment Letters, if necessary or deemed advisable by Purchaser shall use its reasonable best efforts to arrange to obtain letters of credit, including from alternative sources, on terms and conditions that are not materially less beneficial to Purchaser Parent, seek Purchaser or Seller and that are consistent with the waiver Timber Note Indicative Terms, promptly following the occurrence of conditions applicable such event. Purchaser shall give Seller prompt notice upon becoming aware of any material breach by any party to Parent and Merger Sub contained in such Debt any L/C Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the Closing, (v) enforce its rights under the Financing Letters and the definitive agreements relating to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors shall not, without the prior written consent of the Company, agree to or permit any termination of or amendment, supplement any L/C Commitment Letter. Purchaser shall keep Seller informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Letters of Credit and shall not permit any material amendment or modification to be made to, or grant any waiver of any material provision or remedy under, the Financing L/C Commitment Letters or without the definitive agreements relating to the Financing if prior written consent of Seller (such termination, amendment, supplement, modification or waiver would (A) reduce the aggregate amount of any portion of the Financing (including by increasing the amount of fees consent not to be paid unreasonably withheld or original issue discount as compared to delayed). Purchaser and Seller shall consult in good faith and cooperate in determining the fees maximum aggregate amounts of Letters of Credit per Bank and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing would be below the amount required to pay the Required Amount, (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (C) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Letters or the definitive agreements with respect to the Financing. Parent shall promptly deliver to terms of the Company copies Letters of any amendment, modification, supplement, consent or waiver to or under any Financing Letter or the definitive agreements relating to the Financing promptly upon execution thereof. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 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 (i) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter or the Debt Commitment Letter (including any market “flex” provisions contained therein)Credit documentation.

Financing. (ai) Each of Parent and Merger Sub Buyer 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, proper or advisable to consummate obtain funds sufficient to fund the Required Amounts on or prior to the date upon which the Transaction is required to be consummated pursuant to the terms hereof. In furtherance and not in limitation of the foregoing, Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, advisable or proper to obtain the proceeds of the Financing on the terms and subject only conditions described in the Commitment Letters as promptly as possible but in any event prior to the conditions (including date upon which the market “flex” provisions) set forth in Transaction is required to be consummated pursuant to the Financing Lettersterms hereof, including using reasonable best efforts to by (i) maintain maintaining in effect and comply with the Financing Commitment Letters, (ii) negotiate negotiating and enter entering into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection Financing (the “Definitive Agreements”) consistent with the funding of the Debt Financing) with respect to the Debt Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market “flex” provisions) set forth in the Debt Commitment Letter), contained therein and (iii) satisfy satisfying on a timely basis all conditions applicable to Parent and Merger Sub in the Financing Commitment Letters and the definitive agreements related thereto Definitive Agreements and complying with its obligations thereunder. Buyer shall comply with its obligations, and enforce its rights, under the Commitment Letters and Definitive Agreements in a timely and diligent manner. (including by consummating the Equity Financing at ii) Buyer shall not, on or prior to the Closing on the terms and subject to the conditions set forth in the Equity Funding Letter) (or, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the Closing, (v) enforce its rights under the Financing Letters and the definitive agreements relating to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors shall notDate, without the prior written consent of the Company, agree to or Seller: (A) permit any termination of or amendment, supplement amendment or modification to be made to, or grant any waiver of any provision or remedy under, the Financing Commitment Letters or the definitive agreements relating Definitive Agreements if such amendment, modification, waiver or remedy (1) adds new (or adversely modifies any existing) conditions to the Financing if such termination, amendment, supplement, modification consummation of all or waiver would (A) reduce the aggregate amount of any portion of the Financing Financing, (including by increasing 2) reduces the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing would be below the amount required to pay the Required AmountFinancing, (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (C3) adversely impact affects the ability of Parent or Merger Sub, as applicable, Buyer to enforce its rights against other parties to the Financing Commitment Letters or the definitive agreements Definitive Agreements, relative to the ability of Buyer to enforce its rights against the other parties to the Commitment Letters as in effect on the date hereof or (4) could otherwise reasonably be expected to prevent, impede or delay the consummation of the Transaction; or (B) terminate the Commitment Letters or any Definitive Agreement. Buyer shall promptly deliver to Seller copies of any such amendment, modification, waiver or replacement. (iii) In the event that any portion of the Debt Financing becomes unavailable, regardless of the reason therefor, Buyer will (A) use reasonable best efforts to obtain alternative debt financing (in an amount sufficient, when taken together with the available portion of the Debt Financing, to consummate the Transaction and to pay the Closing Purchase Price) 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 Debt Financing and (B) promptly notify Seller of such unavailability and the reason therefor. For the purposes of this Agreement, the term “Debt 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 Debt Commitment Letter remaining in effect at the time in question). Buyer shall provide Seller with prompt oral and written notice of any actual or threatened breach, default, termination or repudiation by any party to the Commitment Letters or any Definitive Agreement and a copy of any written notice or other written communication from any Lender or Investor or other financing source with respect to any breach, default, termination or repudiation by any party to the Commitment Letters or any Definitive Agreement of any provision thereof. Buyer shall keep Seller reasonably informed on a current basis of the status of its efforts to consummate the Financing. The foregoing notwithstanding, compliance by Buyer with this Section 5(i)(iii) shall not relieve Buyer of its obligations to consummate the Transaction whether or not the Financing or any other financing is available. (iv) Prior to the Closing, Seller shall provide, and shall cause NLC to provide, and shall use its reasonable efforts to cause their respective representatives to provide, all cooperation reasonably requested by Buyer in writing necessary for the arrangement of the Debt Financing, including by using reasonable best efforts to (A) to the extent required by the Debt Financing, facilitate the pledging of collateral, effective no earlier than the Closing, (B) furnish Buyer and the Lenders and Investors as promptly as reasonably practicable following the delivery of a request therefor to Seller by Buyer (which notice shall state with specificity the information requested) such financial and other information regarding NLC as is reasonably available to Seller at such time and is customarily required in connection with the execution of financings of a type similar to the Debt Financing (provided that Seller will have no obligation to prepare pro forma financial information or post-Closing financial information), and (C) provide all documentation and other information about NLC and its Subsidiaries required by the Debt Financing Sources to comply with “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, Title III of Pub. L. 107-56, in each case as reasonably requested by Buyer at least ten (10) Business Days prior to the Closing Date; it being understood that Seller shall have satisfied its obligations set forth in clauses (A) through (C) of this sentence if Seller shall have used its reasonable efforts to comply with such obligations whether or not any applicable deliverables are actually obtained or provided. The foregoing notwithstanding, none of Seller or its representatives shall be required to take or permit the taking of any action pursuant to this Section 5(i)(iv) that: (i) would require Seller, NLC or any of their respective Affiliates or any Persons who are officers or directors of Seller, NLC or any of their respective Affiliates to pass resolutions or consents to approve or authorize the execution of the Financing or enter into, execute or deliver any certificate, document, instrument or agreement or agree to any change or modification to any existing certificate, document, instrument or agreement, (ii) would cause any representation or warranty in this Agreement to be breached by Seller, (iii) would require Seller, NLC or any of their respective Affiliates to pay any commitment or other similar fee or incur any other expense, liability or obligation in connection with the Financing (in the case of NLC and its Subsidiaries) prior to the Closing or (in the case of Seller and its Affiliates other than NLC and its Subsidiaries) at any time, (iv) would cause any director, officer or employee or stockholder of Seller, NLC or any of their respective Affiliates to incur any personal liability, (v) would conflict with the organizational documents of Seller, NLC or any of their respective Affiliates or any Laws, (vi) would reasonably be expected to result in a material violation or breach of, or a default (with or without notice, lapse of time, or both) under, any contract to which Seller, NLC or any of their respective Affiliates is a party, (vii) would require Seller, NLC or any of their respective Affiliates, or any representatives of any of the foregoing, to provide access to or disclose information that Seller, NLC or any of their respective Affiliates determines would jeopardize any attorney-client privilege of Seller, NLC or any of their respective Affiliates, (viii) would require Seller, NLC or any of their respective Affiliates, or any representatives of any of the foregoing, to prepare any financial information or statements that are not available to Seller, NLC or any of their respective Affiliates and prepared in the ordinary course of financial reporting practice or (ix) would unreasonably interfere with the ongoing operations of Seller, NLC or any of their respective Affiliates. Nothing contained in this Section 5(i)(iv) or otherwise shall require NLC or any of its Subsidiaries, prior to the Closing, to be an issuer or other obligor with respect to the Debt Financing. Nothing contained in this Section 5(i)(iv) or otherwise shall require Seller or any of its Affiliates (other than NLC and its Subsidiaries), at any time, to be an issuer or other obligor with respect to the Financing. Parent shall promptly deliver to the Company copies of any amendmentBuyer shall, modification, supplement, consent or waiver to or under any Financing Letter or the definitive agreements relating to the Financing promptly upon execution thereofrequest by Seller, reimburse Seller for all reasonable out-of-pocket costs incurred by Seller or any of its Affiliates or any of their respective representatives in connection with such cooperation and shall indemnify and hold harmless Seller and its Affiliates 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, any action taken by them at the request of Buyer pursuant to this Section 5(i)(iv) and any information used in connection therewith (other than information provided in writing by Seller or any of its Affiliates specifically in connection with Seller’s obligations pursuant to this Section 5(i)(iv)). Notwithstanding anything to For the contrary in this Agreementavoidance of doubt, nothing the Parties acknowledge and agree that the provisions contained in this Section 5.04 5(i)(iv) represent the sole obligation of Seller, its Affiliates and their respective representatives with respect to cooperation in connection with the arrangement of any financing (including the Financing) to be obtained by Buyer with respect to the Transaction and no other provision of this Agreement (including the exhibits and schedules hereto) shall require, and in be deemed to expand or modify such obligations. In no event shall the reasonable best efforts receipt or availability of Parent any funds or Merger Sub be deemed or construed to requirefinancing (including, either Parent or Merger Sub to (i) seek for the Equity Financing from any source other than the counterparties to, or in any amount in excess avoidance of that contemplated bydoubt, the Equity Funding LetterFinancing) by Buyer or any of its Affiliates or any other financing or other transactions be a condition to any of Buyer’s obligations under this Agreement. (v) All non-public or otherwise confidential information regarding Seller, NLC or (iiany of their respective Affiliates obtained by Buyer or its representatives pursuant to this Section 5(i) pay shall be kept confidential in accordance with the Confidentiality Agreement. Seller hereby consents to the use of NLC’s and its Subsidiaries’ logos in connection with the Financing; provided that such trademarks and logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Seller, NLC or any material fees in excess of those contemplated by the Equity Funding Letter their respective Affiliates or the Debt Commitment Letter (including reputation or goodwill of Seller, NLC or any market “flex” provisions contained therein)of their respective Affiliates.

Financing. (a) Each of Parent and Merger Sub shall use reasonable best efforts to take, or cause to be taken, all actions actions, and shall use reasonable best efforts to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the proceeds of the Financing on the terms and subject only to conditions described in the conditions Financing Commitments (including including, as necessary, the market “flex” provisionsprovisions contained in any related fee letter) set forth as promptly as possible but in any event prior to the Financing Lettersdate upon which the Merger is required to be consummated pursuant to the terms hereof, including by using its reasonable best efforts to (i) maintain in effect the Financing Commitments and comply with the Financing Lettersits obligations thereunder in all material respects, (ii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing on (the “Definitive Agreements”) consistent with the terms and subject only to the conditions (including the market “flex” provisions) set forth described in the Debt Commitment Letter (or including, as necessary, the “flex” provisions contained in any related fee letter) or, if available, on other terms that, with respect to conditionality, that (A) are not less favorable acceptable to Parent in its sole discretion, (B) would not reasonably be expected to delay (taking into account the expected timing of the Marketing Period) or Merger Sub than adversely affect the terms ability of Parent to consummate the transactions contemplated hereby and conditions (including market “flex” provisionsC) set forth in the Debt Commitment Letter)would otherwise be permitted by Section 7.13(b) and comply with its obligations thereunder, and (iii) taking into account the expected timing of the Marketing Period, satisfy (or, if reasonably required to obtain the Financing, seek the waiver of) on a timely basis all conditions applicable in the Financing Commitments and the Definitive Agreements that are within the control of Parent and its Subsidiaries. In the event that all conditions contained in the Financing Commitments or the Definitive Agreements (except those that, by their nature, are to be satisfied at the Closing) have been satisfied or waived, Parent and Merger Sub in shall use their reasonable best efforts to cause the Debt Financing Letters Sources and the definitive agreements related thereto (including by consummating the Equity Financing at or prior Sources thereunder to comply with their respective obligations, including to fund the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing on the terms and subject to the conditions set forth in the Equity Funding Letter) (or, if necessary or deemed advisable by Parent, seek the waiver Date. Each of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto)shall use its reasonable best efforts to comply with its respective obligations, (iv) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the Closing, (v) enforce its rights respective rights, under the Financing Letters Commitments and Definitive Agreements in a timely and diligent manner. Parent and Merger Sub shall give the definitive agreements relating Company prompt notice of any material breach by any party to the Financing and (vi) otherwise comply with Parent’s and Commitments or the Definitive Agreements of which Parent or Merger Sub’s covenants , as applicable, has obtained Knowledge and the receipt of any written notice or other obligations under written communication from any Debt Financing Source or Equity Financing Source with respect to any breach, default, termination or repudiation by any party to the Financing Letters and the definitive agreements relating to the Financing. Parent, Commitments or any Definitive Agreement of any provision thereof. (b) Neither Parent nor Merger Sub and the Guarantors shall notshall, without the prior written consent of the Company, agree to or : (i) permit any termination of or amendment, supplement amendment or modification to be made to, or grant any waiver of any provision or remedy under, the Financing Letters or the definitive agreements relating to the Financing Commitments if such termination, amendment, supplementmodification, modification waiver or waiver would remedy (A) reduce adds any new (or adversely modifies any existing) conditions to the aggregate amount consummation of all or any portion of the Financing Financing, (including by increasing B) reduces the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing to an amount that, together with available cash at the Company and its Subsidiaries and other available cash or other funds of Parent and its Subsidiaries, would be below the amount required to pay the Required Amount, (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or be less than the Required Financing Amount, (C) adversely impact affects in a material respect the ability of Parent or Merger Sub, as applicable, to enforce its rights against the other parties to the Financing Letters Debt Commitment Letter, the Definitive Agreements or the definitive agreements with respect Equity Commitment Letters, in each case, as so amended, replaced, supplemented or otherwise modified, relative to the Financing. Parent shall promptly deliver to the Company copies of any amendment, modification, supplement, consent or waiver to or under any Financing Letter or the definitive agreements relating to the Financing promptly upon execution thereof. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 shall require, and in no event shall the reasonable best efforts ability of Parent or Merger Sub Sub, as applicable, to enforce its rights against the other parties to the Debt Commitment Letter or the Equity Commitment Letters, as applicable, as in effect on the date hereof or (D) could otherwise reasonably be deemed expected to prevent, materially impede or construed to requirematerially delay the consummation of the Merger and the other transactions contemplated by this Agreement (taking into account the expected timing of the Marketing Period); provided, either that Parent or Merger Sub may amend the Debt Commitment Letter to (i) seek add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Equity Financing from any source other than Debt Commitment Letter as of the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Letter, date hereof; or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter or terminate the Debt Commitment Letter (including or any market “flex” provisions contained therein).of the Equity Commitment Letters unless such

Financing. (a) Each of Parent and Merger Sub Buyer shall use its, and shall cause its controlled Affiliates to use their, reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Financing LettersCommitment Papers contemporaneously with the Closing, including by using its reasonable best efforts to (i) maintain in effect and comply with the Financing LettersCommitment Papers, (ii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection Financing (the “Definitive Agreements”) consistent with the funding of the Debt Financing) with respect to the Debt Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market “flex” provisions) set forth contained in the Debt Commitment Letter), Papers and (iii) if all of the conditions to the Closing contained in Article VI are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and the Marketing Period has ended, satisfy on a timely basis all conditions applicable to Parent and Merger Sub in the Financing Letters and the definitive agreements related thereto (including by consummating the Equity Financing at or prior to the Closing on the terms and subject to the Date all conditions set forth in the Equity Funding Letter) (or, if necessary or deemed advisable by Parent, seek Commitment Papers and the waiver of Definitive Agreements and comply with its obligations thereunder. In the event that all conditions applicable to Parent and Merger Sub contained in such Debt the Commitment Letter Papers or such definitive agreements related thereto), the Definitive Agreements (iv) upon other than the satisfaction or waiver consummation of the conditions Transaction and other than those that by their nature are to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing be satisfied at the Closing) have been satisfied or waived, (v) Buyer shall use its reasonable best efforts to enforce its rights under the Financing Letters and Commitment Papers, including using reasonable best efforts to cause the definitive agreements relating Lender Related Parties to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other their respective obligations under the Financing Letters and the definitive agreements relating thereunder, including to fund the Financing. Parent, Merger Sub and the Guarantors Buyer shall not, without the prior written consent of the CompanySeller, agree to or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the definitive agreements relating to the Financing Commitment Papers if such termination, amendment, supplement, modification or waiver would (A) reduce the aggregate amount of any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing would be below the amount required to pay the Required AmountFinancing, (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially prevent, impede or delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or , (C) adversely impact the ability of Parent or Merger Sub, as applicable, Buyer to enforce its rights against the other parties to the Financing Letters Commitment Papers or (D) would otherwise reasonably be expected to prevent or impede or delay the definitive agreements funding of the Financing, provided, that at Closing, Buyer may reduce the commitments under the Commitment Papers substantially contemporaneously with respect the payment of all amounts due at Closing to the Financingextent Buyer is using funds other than proceeds of the Financing to make such payments. Parent Buyer shall promptly deliver to the Company Seller true and complete copies of any amendment, modification, supplement, consent or waiver to or under any Financing Letter or the definitive agreements relating to the Financing Commitment Papers promptly upon execution thereof. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 . (b) Buyer shall require, keep Seller informed on a reasonably prompt basis and in no event reasonable detail of the status of its efforts to arrange the Financing. Without limiting the generality of the foregoing, Buyer shall the reasonable best efforts give Seller prompt written notice of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to (i) seek any actual or threatened breach, default, termination, cancellation or repudiation by any party to the Equity Financing Commitment Papers and the receipt of any written notice or other written communication from any source other than Financing Source with respect to any breach, default, termination, cancellation or repudiation by any party to the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding LetterCommitment Papers, or (ii) pay the occurrence of an event or development that could reasonably be expected to adversely affect the ability of Buyer to obtain all or any material fees portion of the Financing on the Closing Date to the extent necessary to fund the Closing Cash Consideration. As soon as reasonably practicable after Seller delivers to Buyer a written request, Buyer shall provide any information reasonably requested by Seller relating to any circumstance referred to in excess of those contemplated by the Equity Funding Letter or immediately preceding sentence. If the Debt Commitment Letter Financing becomes unavailable on the terms and conditions (including any applicable market “flex” provisions contained thereinprovisions) contemplated by the Commitment Papers (other than solely as a result of Seller’s material breach of any covenant in this Section 5.22), Buyer shall (i) use its reasonable best efforts to arrange and obtain, in replacement thereof alternative financing (the “Alternative Financing”) in an amount, when combined with cash on hand of Buyer or otherwise available to Buyer through its existing credit facilities, sufficient to consummate the Transaction with (a) terms (including market “flex” provisions) (taken as a whole) not materially less favorable to Buyer (or its Affiliates) than the terms set forth in the Commitment Papers, and (b) conditions (taken as a whole) not less favorable to Buyer (or its Affiliates) than the conditions set forth in the Commitment Papers and (ii) promptly notify Seller of such unavailability and the reason therefor. Upon any amendment, supplement, modification, waiver or replacement of the Commitment Papers in accordance with the terms hereof (including upon the execution of any commitment letter or fee letter in respect of any Alternative Financing), the terms “Financing”, “Commitment Letter”; “Fee Letter” and “Commitment Papers” shall mean the applicable Financing, Commitment Letters, Fee Letters and Commitment Papers as so amended, supplemented, modified, waived or replaced, and Buyer shall deliver to Seller true and complete copies of the alternative debt financing letters (including fee letters that shall have fee or related information redacted in a manner consistent with the Fee Letter delivered as of the date of this Agreement). The foregoing notwithstanding, compliance by Buyer with this Section 5.22 shall not relieve Buyer of its obligation to consummate the transactions contemplated by this Agreement whether or not the Financing is available.

Financing. (a) Each of Parent and Merger Sub shall use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, do all things necessary, proper necessary or advisable to consummate arrange and obtain the Financing on a timely basis (taking into account the anticipated timing of the Marketing Period) and, in any event not later than the date the Closing is required to be effected in accordance with Section 1.02, on the terms and subject only conditions (including, to the conditions (including extent applicable, the market “flex” provisions) described in the Financing Commitments or otherwise on terms acceptable to Parent so long as such other terms would be permitted under the restrictions on amendments, modifications and replacements otherwise set forth in this Section 5.07 (for purposes of this Section 5.07, the Financing LettersCommitments and the Debt Commitment Letter shall include any Fee Letter), including using their reasonable best efforts to (i) maintain in effect and comply with the Financing Letters, (ii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing Commitment Letters on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market as such terms may be modified or adjusted in accordance with the terms of, and within the limits of the flex provisions contained in any Fee Letter, or otherwise as acceptable to Parent so long as such terms would be permitted pursuant to the next succeeding sentence (the “flex” provisions) set forth in the Definitive Debt Commitment LetterFinancing Agreements”), (iiiii) satisfy on a timely basis (taking into account the anticipated timing of the Marketing Period) (or, if deemed advisable by Parent or Sub, obtain a waiver of) all terms, conditions and covenants, including with respect to the payment of any commitment, engagement or placement fees required as a condition to the Financing, applicable to Parent and Merger or Sub in the Financing Letters Commitments and the definitive agreements related thereto Definitive Debt Financing Agreements, (iii) if the conditions to the availability of the Financing have been satisfied or waived (or with the funding of the Financing, would be concurrently satisfied), consummate and cause the Financing Sources to fund (including by consummating funding the Equity Bridge Facility (as defined in the Debt Commitment Letter) to the extent Notes (as defined in the Debt Commitment Letter) have not then been issued), the Financing at or prior to the Closing on the terms and subject to the conditions set forth in the Equity Funding Letter) (or, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon in the satisfaction or waiver event that all of the conditions to Parent’s and Merger Sub’s obligations to consummate Disclosed Conditions have been satisfied (or with the Offer and funding of the MergerFinancing, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the Closingwould be concurrently satisfied) or waived, (v) enforce its their rights under the Financing Letters Commitments and the definitive agreements relating to the Definitive Debt Financing Agreements. Parent and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors shall not, without the prior written consent of the Company, not agree to any amendments, restatements, supplements or permit any termination of modifications to or amendment, supplement or modification to be made toreplacements of, or grant any waiver of waivers of, any condition or other provision under, under the Financing Letters Commitments or the definitive agreements relating to the Financing without the prior written consent of the Company other than amendments, restatements, supplements, modifications, replacements or waivers to the Debt Commitment Letters or the Definitive Debt Financing Agreements if such termination, amendment, supplement, modification or waiver would not (and would not be reasonably expected to) (A) reduce the aggregate amount of any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing would be below the amount required to pay the Required Amount, (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (C) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Letters or the definitive agreements with respect to the Financing. Parent shall promptly deliver to the Company copies of any amendment, modification, supplement, consent or waiver to or under any Financing Letter or the definitive agreements relating to the Financing promptly upon execution thereof. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 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 (i) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter or the Debt Commitment Letter (including any market “flex” provisions contained therein).as a result of changing

Financing. (a) Each of Parent and Merger Sub shall use reasonable use, and cause its Affiliates to use, its 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, proper or advisable to consummate and obtain the Debt Financing on the terms and subject only conditions reasonably satisfactory to the conditions Special Committee (including on behalf of the market “flex” provisions) set forth in the Financing LettersCompany), including using reasonable (and causing their Affiliates to use) their respective best efforts to (i) maintain in effect and comply with enter into the Financing LettersFacility Agreement as promptly as practicable after the date of this Agreement, (ii) negotiate satisfy, or cause their Representatives to satisfy, on a timely basis all conditions applicable to Parent, Merger Sub or their Representatives in such Facility Agreement and enter into definitive agreements (whichiii) cause the Lender to fund the Debt Financing at the Effective Time. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Facility Agreement, with respect Parent and Merger Sub shall use their respective 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 the aggregate to Parent and Merger Sub (and their respective Affiliates) than those set forth in the Debt Financing as in effect on the date of this Agreement, in an amount sufficient, when added to the bridge facility documentationportion of the Debt 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 6.8 or in any other provision of this Agreement, in no event shall not Parent or Merger Sub be required until determined by to amend or waive any of the terms or conditions hereof. Parent shall deliver to be reasonably likely the Special Committee (on behalf of the Company) as promptly as practicable (and no later than two Business Days) after such execution, true and complete copies of all agreements or other arrangements pursuant to be necessary which any such alternative sources shall have committed to provide any such Alternative Financings (the "Alternative Financing Agreements").Parent and Merger Sub further agree that, any information, including any documents, internal budgets, projections, plans or forecasts of its revenues, or other materials provided to the Lender in connection with the funding of the Debt Financing) with respect Financing and Alternative Financings shall be provided to the Debt Special Committee at the same time. (b) To the extent applicable and subject to the terms and conditions of this Agreement, Parent and Merger Sub shall use their respective best efforts to obtain the Alternative Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth described in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable to Alternative Financing Agreements. Each of Parent or and Merger Sub than shall use its best efforts to: (i) maintain in effect the terms and conditions Alternative Financing Agreements; (including market “flex” provisions) set forth in the Debt Commitment Letter), (iiiii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub in the Alternative Financing Letters and the definitive agreements related thereto Agreements within its control; (including by consummating the Equity Financing at or prior to the Closing on the terms and subject to the conditions set forth in the Equity Funding Letteriii) (or, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and financing sources for the other Persons committing to fund the Alternative Financing to fund the Alternative Financing at the Closing, Effective Time; and (viv) enforce its rights under the Alternative Financing Letters and the definitive agreements relating to the Financing and Agreements. (vic) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, Neither Parent nor Merger Sub and the Guarantors shall not, without the prior written consent of the Company, agree to or permit any termination of or amendment, supplement amendment or modification to be made to, or grant consent to any waiver of any provision provisions or remedy under, the Facility Agreement and if applicable, the Alternative Financing Letters or the definitive agreements relating to the Financing Agreements, if such termination, amendment, supplement, modification or waiver would (Ai) reduce reduces the aggregate amount of any portion of the Debt Financing (including by increasing changing the amount of fees to be paid or original issue discount as compared to discount) contemplated in the fees Facility Agreement and original issue discount contemplated by if applicable, the Alternative Financing Letters on the date of this Agreement Agreements (unless the Debt Financing or Equity Financing is increased by a an amount corresponding amount) to such that the aggregate amount of the Financing would be below the amount required to pay the Required Amountreduction), (Bii) impose imposes new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to (x) prevent or materially delay or prevent the funding ability of Parent to consummate the Financing (or satisfaction of Merger and the conditions to the Financing) on the Closing Date other transactions contemplated hereby or (Cy) adversely impact the ability of Company, Parent or Merger Sub, as applicable, Sub to enforce its rights against the other parties to the Facility Agreement and if applicable, the Alternative Financing Letters or Agreements. For purposes of clarification, the definitive agreements with respect foregoing shall not prohibit Parent from amending the Facility Agreement to the Financingadd additional lender(s) (and Affiliates of such additional lender(s)) as a party thereto. Parent shall promptly deliver not release or consent to the Company copies termination of the obligations of the Lender under the Facility Agreement and if applicable, the Alternative Financing Agreements, except for assignments and replacements of an individual lender in connection with any amendmentsyndication of the Debt Financing or Alternative Financings as expressly contemplated by the Facility Agreement and if applicable, modification, supplement, consent or waiver to or under any the Alternative Financing Letter or Agreements. Parent shall give the definitive agreements relating to Special Committee (on behalf of the Financing Company) notice promptly upon execution thereof. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 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 (i) seek the Equity Financing from upon becoming aware of any source other than the counterparties breach of any material provisions of, or termination by any party to, or in any amount in excess of that contemplated bythe Facility Agreement and, if applicable, the Equity Funding Letter, 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 Special Committee (on behalf of 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 Debt Financing and if applicable, the Alternative Financing; provided that (i) the Company and its Affiliates (as applicable) shall not be required to pay or agree to pay any material fees or reimburse any expenses or give any indemnities to any Person 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 excess connection with cooperation provided for in Section 6.8(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 those the Debt 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 6.8 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 liability to any person under any financing that Parent and Merger Sub may raise in connection with the transactions contemplated by the Equity Funding Letter this Agreement or the Debt Commitment Letter (including any market “flex” provisions contained therein)cooperation provided pursuant to this Section 6.8.

Financing. (a) Each of Parent and Merger Acquisition 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, proper or advisable necessary to consummate and obtain the Financing Financing, on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Financing Letters, Commitments or any Alternative Financing (as defined below) (including any “flex” provisions applicable to the Debt Financing) including using their respective reasonable best efforts to to: (i) comply with and maintain in effect and comply the Financing Commitments in accordance with the Financing Lettersterms and subject to the conditions thereof, in each case until the funding of the Financing, at or prior to Closing, (ii) negotiate and negotiate, enter into and deliver (and, as applicable, cause its Affiliates to negotiate, enter into and deliver) definitive agreements (which, with respect to the bridge facility documentationFinancing (such agreements, shall not be required until determined by Parent the “Definitive Financing Agreements”) on the terms and conditions set forth in the Financing Commitments (including any “flex” provisions applicable to be reasonably likely to be necessary in connection with the funding of the Debt Financing), (iii) with respect satisfy, on a timely basis all conditions and covenants to the Debt Financing on and the terms and subject only Definitive Financing Agreements related thereto to the extent within Parent’s or Acquisition Sub’s control, and (iv) in the event all conditions (including the market “flex” provisions) set forth in Section 6.1 and Section 6.2 have been satisfied or waived (other than those conditions that by their nature are to be satisfied or waived at the Closing) and all conditions applicable to the Debt Financing have been satisfied or waived, cause the Debt Financing Sources to fund the Debt Financing at or prior to the Closing, including through the exercise of their rights and remedies pursuant to the Debt Commitment Letter Letter. (b) Neither Parent nor Acquisition Sub shall agree to or on permit any amendments, supplements, replacements or other terms thatmodifications to, with respect obtain any replacement of, or grant any waivers of, any condition or other provision under the Debt Financing (other than to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market “flex” provisions) effect any flex provisions set forth in the Debt Commitment Letter), (iii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub in the Financing Letters and the definitive agreements related thereto (including by consummating the Equity Financing at or prior to the Closing on the terms and subject to the conditions set forth in the Equity Funding Letter) (or, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the Closing, (v) enforce its rights under the Financing Letters and the definitive agreements relating to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors shall not, without the prior written consent of the CompanyCompany if (and only if) such amendments, agree to supplements, replacements, waivers or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the definitive agreements relating to the Financing if such termination, amendment, supplement, modification or waiver modifications would (Ai) reduce the aggregate amount of any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless net cash proceeds available from the Debt Financing or Equity Financing is increased by a corresponding amount) such that Parent would not have sufficient cash proceeds (after giving effect to the aggregate amount of fundings contemplated under the Financing would be below Capital Commitment Letter or otherwise funded with equity proceeds) to fulfill its Funding Obligations on the amount required to pay the Required AmountClosing Date, (Bii) impose any new or additional conditions (or expand, amend or otherwise modify any existing) condition precedent to the availability of the Debt Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially delay or prevent the ability of Parent or Acquisition Sub to consummate the transactions contemplated by this Agreement, (iii) adversely impact in any material respect the ability of Parent to enforce its rights against the other parties to the Debt Commitment Letter or (iv) would otherwise reasonably be expected to prevent, impede or delay the funding of the Debt Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (C) adversely impact the ability consummation of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Letters or the definitive agreements with respect to the Financing. Parent shall promptly deliver to the Company copies of any amendment, modification, supplement, consent or waiver to or under any Financing Letter or the definitive agreements relating to the Financing promptly upon execution thereof. Notwithstanding anything to the contrary in transactions contemplated by this Agreement; provided that, nothing contained in this Section 5.04 shall requirefor the avoidance of doubt, and in no event shall the reasonable best efforts of Parent may amend, supplement or Merger Sub be deemed or construed to require, either Parent or Merger Sub to (i) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter or otherwise modify the Debt Commitment Letter (including a) to (i) add lenders, lead arrangers, co-managers, bookrunners, syndication agents or any market Person with similar or other roles or titles that have not executed the Debt Commitment Letter as of the date hereof and (ii) increase the amount of the Debt Financing and/or (b) to facilitate the syndication of the Debt Financing, in each case of clause (a) and (b) so long as such amendment or modification complies with this Section 5.17(b). Parent shall not permit, release or consent to the withdrawal, termination, repudiation or rescission of the Debt Financing or any definitive agreement with respect to the Debt Financing and shall not release or consent to the termination of the obligations of any Debt Financing Source under the Debt Financing, in each case, without the prior written consent of the Company, unless such Debt Financing or any definitive agreement with respect to the Debt Financing is contemporaneously replaced with a new Debt Financing that complies with the first sentence of this Section 5.17(b). For purposes of this Agreement, references to “flexDebt Financing” provisions contained therein).shall include the financing contemplated by the Debt Commitment Letter, as hereafter amended or modified, to the extent such amendment or modification is permitted by this Section 5.17, and references to

Financing. (a) Each of Parent and Merger Sub shall use its reasonable best efforts to take and shall cause its Subsidiaries and Representatives to use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing Financing, including to (i) satisfy on a timely basis (taking into account the anticipated timing of the Marketing Period) all terms and subject only conditions applicable to Parent and the conditions (including the market “flex” provisions) Borrower set forth in the Equity Commitment Letter and the Debt Commitment Letters (including definitive agreements related thereto and, to the extent required by the Debt Commitment Letter, any “flex” terms contained in the Fee Letter), respectively, that are to be satisfied by it to consummate the Financing Lettersat or prior to the Closing, including using reasonable best efforts the payment of any commitment, engagement or placement fees required as a condition to (i) maintain in effect and comply with the Financing LettersDebt Financing, (ii) maintain in full force and effect the Commitment Letters, negotiate and enter into definitive agreements (the “Definitive Agreements”) (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing thereto on the terms and subject only to the conditions (including the market “flex” provisions) set forth in contemplated by the Debt Commitment Letter Letters (or on other than modifications to terms that, with respect to conditionality, as are not less favorable acceptable to Parent and which do not contain any Prohibited Modifications), (iii) comply with its obligations under the Commitment Letters, (iv) [reserved] and (v) consummate the Financing at or Merger Sub than prior to the terms Closing; provided, however, that if funds in the amounts and on the conditions (including market “flex” provisions) set forth in the Debt Commitment Letter, in whole or in part, become unavailable to Parent or the Borrower regardless of the reason therefor, Parent shall (A) promptly as reasonably practicable (and, in any event, within three (3) Business Days thereof) notify the Company in writing of such unavailability and the reason therefor and (B) use its reasonable best efforts, and cause each of its Subsidiaries and Representatives to use their reasonable best efforts, to arrange and obtain, as promptly as practicable following the occurrence of such event, alternative debt financing (the “Alternative Financing”) in amounts (after taking into consideration the amount of the Financing that is available) equal to or greater than the Required Amount and which does not include any Prohibited Modifications; provided, that if Parent or any of its Subsidiaries proceeds with Alternative Financing, it shall be subject to the same obligations with respect to the Alternative Financing as set forth in this Section ‎6.5 with respect to the Debt Financing and all references in this Agreement to the Debt Financing (other than with respect to representations in this Agreement made by Parent that speak as of the date hereof) shall be deemed to also refer to the Alternative Financing and provide the Company with drafts of the Definitive Agreements promptly upon such request. Upon receipt of commitments with respect to any Alternative Financing by Parent or any of its Subsidiaries, Parent shall promptly provide to the Company copies of such commitment letter and the related fee letter. (b) Parent shall give the Company prompt written notice (and, in any event, within three (3) Business Days) (i) of any breach or default by any party to any of the Commitment Letters or Definitive Agreements of which Parent or any of its Subsidiaries has Knowledge thereof, (ii) of the receipt by Parent or any of its Subsidiaries of (1) any written notice or (2) other written communication, in each case from any Financing Source with respect to any (A) actual or potential breach, default, cancellation, termination or repudiation (whether in whole or in part) by any Financing Source of any provision of the Commitment Letters or Definitive Agreements or (B) material dispute or disagreement between or among any parties to the Commitment Letters or Definitive Agreements with respect to the obligation to fund the Financing or the amount of the Financing to be funded at the Closing and (iii) if at any time for any reason P▇▇▇▇▇ believes in good faith that it will not be able to obtain all or any portion of the Financing necessary to have funds in the Required Amount at Closing. Following the written request of the Company, Parent shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (i), (ii) or (iii) satisfy of the immediately preceding sentence. Following the written request of the Company, Parent shall keep the Company reasonably informed on a timely current basis of the status of its efforts to consummate the Financing, including any Alternative Financing. In furtherance of and not in limitation of the foregoing, in the event that (1) any portion of the Debt Financing structured as permanent financing is unavailable, regardless of the reason therefor, (2) all conditions applicable contained in Section 7.1 and Section 7.2 have been satisfied or waived (other than (x) any such conditions that by their nature are to Parent and Merger Sub in be satisfied at the Financing Letters and the definitive agreements related thereto (including by consummating the Equity Financing at or prior to the Closing on the terms and Closing, but subject to the conditions set forth in the Equity Funding Letter) (or, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver of the such conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the Closing, (v) enforce its rights under the Financing Letters and the definitive agreements relating to the Financing and (viy) those conditions the failure of which to be satisfied is attributable to a breach by Parent of its representations, warranties, covenants or agreements contained in this Agreement) and (3) the bridge facilities contemplated by the Debt Commitment Letter (or alternative bridge facilities obtained in accordance with this Section 6.5) are available on the terms and conditions described in the Debt Commitment Letter, then Parent shall cause the proceeds of such bridge financing to be used promptly in lieu of such affected portion of the permanent financing. (c) Parent shall not or otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under provide consent, or permit any of its Subsidiaries, to (x) replace, amend, supplement, modify or waive any provision of the Financing Debt Commitment Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors shall not, or any Definitive Agreements without the Company’s prior written consent of (which consent shall have been approved by the Company, agree to or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the definitive agreements relating to the Financing Special Committee) if such termination, amendmentreplacement, supplement, modification modification, amendment or waiver would (Ai) reduce the aggregate amount of any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that reduces the aggregate amount of the Debt Financing would be below to an amount, when taken together with the amount required to pay Equity Financing, less than the Required Amount, (Bii) impose imposes new or additional conditions precedent to the availability of the Financing conditions, or otherwise expand, amend adversely modifies or modify expands any of the conditions precedent conditions, to the Financing in a manner that would reasonably be expected to materially delay or prevent the funding receipt of the Financing Debt Financing, (or satisfaction of the conditions to the Financing) on the Closing Date or (Ciii) adversely impact affects the ability of Parent or Merger Sub, as applicable, any of its Subsidiaries to enforce its rights against other parties to the Financing Debt Commitment Letters or the definitive agreements Definitive Agreements as so amended, replaced, supplemented or otherwise modified or (iv) effects any other amendment, modification or waiver that would reasonably be expected to delay the Closing beyond the date the Closing is required to occur under this Agreement or prevent the Closing or impede the ability of Parent to consummate the Closing (the effects described in clauses (i) through (iv), collectively, the “Prohibited Modifications”); provided, however, that for the avoidance of doubt, Parent may, without the written consent of the Company, (1) amend the Debt Commitment Letters solely to add Debt Financing Sources that have not previously executed the Debt Commitment Letters as of the date of this Agreement and to grant to such Debt Financing Sources such approval rights as are customarily granted to additional lenders, lead arrangers, bookrunners, syndication agents or similar entities, (2) amend the Definitive Agreements solely to give effect to any ”flex” terms contained in the Debt Commitment Letters (as in effect on the date hereof) and (3) amend the Debt Commitment Letters solely to amend titles, allocations and fee sharing arrangements with respect to existing and additional Debt Financing Sources, or (y) terminate or cause the termination of the Debt Commitment Letters or any Definitive Agreement. Any reference in this Agreement (other than with respect to representations in this Agreement made by Parent that speak as of the date hereof) to “Debt Commitment Letter” and “Debt Financing” shall include such debt financing and letters as amended, restated, supplemented, modified, replaced or substituted in compliance with this Section ‎6.5 and any Alternative Financing in compliance with this Section 6.5. “Financings” (other than with respect to representations in this Agreement made by Parent that speak as of the date hereof) shall include the financing contemplated by the Debt Financing as amended, restated, supplemented, modified, replaced or substituted in compliance with this Section ‎6.5 and any Alternative Financing in compliance herewith. Parent shall promptly deliver to the Company copies of any amendment, replacement, supplement, termination, modification or waiver to the Debt Commitment Letters and/or Definitive Agreements prior to Closing. Parent shall not amend, alter or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Equity Commitment Letter without the prior written consent of the Company (which consent shall have been approved by the Special Committee). Parent shall promptly (and, in any event, within three (3) Business Days) notify the Company of (i) the expiration or termination (or attempted or purported termination, whether or not valid) of the Equity Commitment Letter, (ii) any refusal by Guarantor to provide the full financing contemplated by the Equity Commitment Letter, (iii) any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party to the Equity Commitment Letter or definitive document related to the Equity Financing or (iv) 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 the Equity Commitment Letter or any definitive document related to the Equity Financing or (y) material dispute or disagreement between or among any parties to the Equity Commitment Letter or any definitive document related to the Equity Financing. Parent shall promptly deliver to the Company copies of any amendment, modificationreplacement, supplement, consent termination, modification or waiver to the Equity Commitment Letter prior to Closing. (d) The foregoing notwithstanding, none of the arrangement, consummation or under any Financing Letter or the definitive agreements relating to obtaining of the Financing promptly upon execution thereof. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 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 (i) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter or the Debt Commitment Letter alternative financing (including any market “flex” provisions contained therein)Alternative Financing) by Parent is a condition to Closing, and compliance by Parent with this Section 6.5 shall not relieve Parent of its obligations to consummate the transactions contemplated by this Agreement whether or not the Financing or any Alternative Financing is available.

Financing. (a) Each Parent shall and shall use reasonable best efforts to cause each of Parent its applicable Affiliates to take, or cause to be taken, all actions and Merger Sub shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate obtain funds sufficient to fund the Financing Amounts on or prior to the date on which the Merger is required to be consummated pursuant to the terms hereof. In furtherance not in limitation of the foregoing, Parent shall use reasonable best efforts to take, or cause to be taken, all action and do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds of the Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth described in the Financing LettersCommitment Letter as promptly as possible but in any event prior to the date on which the Merger is required to be consummated pursuant to the terms hereof, including using reasonable best efforts to including: (i) maintain maintaining in effect the Commitment Letter and comply with the Financing Letters, (ii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market “flex” provisions) set forth in the Debt Commitment Letter), (iii) satisfy satisfying on a timely basis all conditions applicable to Parent and Merger Sub in the Financing Letters and the definitive agreements related thereto (including by consummating the Equity Financing at or prior to the Closing on the terms and subject to the conditions set forth in the Equity Funding Letter) (or, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), and complying with its obligations thereunder. (ivb) upon the satisfaction or waiver Neither Parent nor any of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the Closing, (v) enforce its rights under the Financing Letters and the definitive agreements relating to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors shall notSubsidiaries shall, without the prior written consent of the CompanyCompany permit, consent to or agree to or permit (i) any termination of or amendment, supplement replacement, supplement, termination or modification to be made to, or grant any waiver of of, any provision under, or remedy under the Financing Letters or the definitive agreements relating to the Financing Commitment Letter if such terminationamendment, amendmentreplacement, supplement, modification modification, waiver or waiver would remedy (A) reduce adds new (or adversely modifies any existing) conditions to the aggregate amount consummation of all or any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing would be below the amount required to pay the Required AmountFinancing, (B) impose new or additional conditions precedent to reduces the availability aggregate principal amount of the Financing or otherwise expandFinancing, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (C) adversely impact affects the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Letters Commitment Letter as so amended, replaced, supplemented or otherwise modified or (D) could otherwise reasonably be expected to prevent, impede or delay the definitive agreements with respect to consummation of the FinancingMerger and the other transactions contemplated by this Agreement (the effects described in clauses (A) through (D), collectively, the “Prohibited Modifications”) without the prior written consent of the Company; or (ii) terminate or cause the termination of the Commitment Letter. Parent shall promptly deliver to the Company copies of any amendment, modificationreplacement, supplement, consent termination, modification or waiver to or under any Financing Letter or the definitive agreements relating Commitment Letter. (c) The foregoing notwithstanding and subject to the Financing promptly upon execution thereof. Notwithstanding anything to the contrary in terms of this Agreement, nothing contained in compliance by Parent with this Section 5.04 5.11 shall requirenot relieve Parent of its obligations to consummate the transactions contemplated by this Agreement whether or not the Financing is available. To the extent Parent amends, replaces, supplements, terminates, modifies or waives any of the Financing, in each case pursuant to this Section 5.11 and in no event without any Prohibited Modification, references to the “Commitment Letter,” the commitments thereunder and the agreements with respect thereto shall the reasonable best efforts of Parent or Merger Sub be deemed to refer to such amended, replaced, supplemented, modified or construed to require, either Parent or Merger Sub to (i) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated bywaived Commitment Letter, the Equity Funding Lettercommitments thereunder and the agreements with respect thereto, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter or the Debt Commitment Letter (including any market “flex” provisions contained therein)as applicable.

Financing. (a) Each of Parent and Merger Sub The Buyer shall use commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth described in the Financing LettersCommitments (including any flex provisions applicable thereto), including using commercially reasonable best efforts to (i) maintain in effect and comply with the Financing Letters, (ii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent the Buyer in good faith to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing on substantially the terms and subject only to the conditions (including the market “flex” provisions) set forth contained in the Debt Commitment Letter and Redacted Fee Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub Buyer than the terms and conditions (including market “flex” provisions) set forth in the Debt Commitment Letter and Redacted Fee Letter), (iiiii) satisfy on a timely basis or cause the satisfaction of all conditions applicable to Parent the Buyer and Merger Sub its Affiliates in the Financing Letters Commitments and the definitive agreements related thereto (including by consummating for the Equity Financing at or prior to the Closing on the terms and subject to the conditions set forth in the Equity Funding Letter) (or, if necessary or deemed advisable by Parentthe Buyer, seek the waiver of conditions applicable to Parent the Buyer and Merger Sub its Affiliates contained in such Debt Commitment Letter Financing Commitments or such definitive agreements related thereto)for the Financing, (iii) maintain in full force and effect the Financing Commitments in accordance with the terms thereof, (iv) upon in the satisfaction event that all conditions in the Financing Commitments have been satisfied or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Mergerwaived, consummate the Financing and cause (including by instructing the lenders Debt Financing Sources and the other Persons committing to fund providing the Financing to fund provide such Financing) on the Financing at date on which the ClosingClosing is required to occur pursuant to Section 2.2, and (v) enforce its rights under the Financing Letters and Commitments (including by initiating litigation in respect thereof) in the definitive agreements relating event of any breach or purported breach thereof. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 6.14 shall require, and in no event shall the commercially reasonable efforts of the Buyer be deemed or construed to require, the Buyer to (A) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Financing Commitment, or (B) pay any material fees in excess of those contemplated by the Equity Financing Commitment or the Debt Commitment Letter and Redacted Fee Letter (viincluding any market “flex” provisions contained therein). (b) otherwise comply In the event any portion of the Debt Financing becomes unavailable on the terms and conditions (including any applicable market “flex” provisions) contemplated in the Debt Commitment Letter and Redacted Fee Letter, the Buyer shall use its commercially reasonable efforts, as promptly as practicable, to obtain alternative financing in an amount sufficient to fund the Required Amount with Parent’s terms and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating conditions (including market “flex” provisions) not less favorable to the Buyer or its Affiliates than the terms and conditions set forth in the Debt Commitment Letter and Redacted Fee Letter. The Buyer shall deliver to the Seller true and complete copies of the alternative debt commitment letters (including redacted fee letters related thereto) pursuant to which any such alternative source shall have committed to provide any portion of the Debt Financing. Parent. (c) The Buyer shall have the right from time to time to amend, Merger Sub and replace, supplement or otherwise modify, or waive any of its rights under, the Guarantors Debt Financing; provided, however, that any such amendment, replacement, supplement, modification or waiver shall not, without the prior written consent of the Company, agree to or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the definitive agreements relating to the Financing if such termination, amendment, supplement, modification or waiver would Seller (Ai) reduce the aggregate amount of any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing would be below the amount required to pay the Required Amount, (Bii) impose new modify or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify expand upon any of the conditions precedent to the Debt Financing from those set forth in the Debt Commitment Letter, or add any new conditions precedent to the Debt Financing from those set forth in the Debt Commitment Letter, in each case in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing), (iii) on be reasonably expected to prevent, impede or delay the Closing Date availability of the Debt Financing, or (Civ) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties be otherwise materially adverse to the Financing Letters interests of the Seller; provided, that the Buyer may modify, supplement or amend the definitive agreements Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities (or titles with respect to such entities) who had not executed such Debt Commitment Letter as of the Financingdate of this Agreement. Parent The Buyer shall promptly deliver to the Company copies Seller a true and correct copy of any such amendment, replacement, supplement, modification, supplement, consent or waiver to of or under the Debt Financing. (d) To the extent the Buyer obtains alternative financing pursuant to Section 6.14(b) above, or amends, replaces, supplements, modifies or waives any of the Debt Financing pursuant to Section 6.14(c), references to the “Financing” and “Financing Commitments” as applicable (and other like terms in this Agreement, including, as applicable, “Debt Financing,” “Debt Commitment Letter” and “Redacted Fee Letter”) shall be deemed to refer to such alternative financing, or the Debt Financing as so amended, replaced, supplemented, modified or waived. (e) Upon request by the Seller, the Buyer shall keep the Seller reasonably informed on a timely basis (and in any event within two (2) Business Days after the date the Seller delivers to the Buyer a request) of the status of the Buyer’s efforts to obtain the Debt Financing and to satisfy the conditions thereof, including updating the Seller, in a reasonable level of detail, with respect to status, proposed closing date and material terms of the definitive documentation related to the Debt Financing, providing copies of the executed material definitive documents related to the Debt Financing and giving the Seller prompt notice of any material change (adverse or otherwise) with respect to the Debt Financing of which the Buyer becomes aware. Without limiting the foregoing, the Buyer shall notify the Seller promptly (and in any event within two (2) Business Days) if at any time prior to the Closing Date: (i) the Buyer obtains knowledge that any Financing Letter Commitment expires or is terminated for any reason (or if any Person attempts or purports to terminate any Financing Commitment, whether or not such attempted or purported termination is valid), (ii) the definitive agreements Buyer obtains knowledge of any 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 breach or default) by any party to any Financing Commitment, (iii) the Buyer receives any written communication from any Person with respect to any (A) actual, potential or threatened breach, default, termination or repudiation by any party to the Financing Commitments or (B) material dispute or disagreement between or among any parties to the Financing Commitments, (iv) any Financing source (including any Debt Financing Source) refuses to provide or expresses to the Buyer in writing an intent to refuse to provide all or any portion of the Financing necessary to fund the Required Amount on the terms contemplated by the Financing Commitments, or (v) the Buyer, for any reason, no longer believes in good faith that it will be able to obtain all or any portion of the Financing necessary to fund the Required Amount on the terms contemplated by the Financing Commitments. (f) The Seller shall use its commercially reasonable efforts to provide, and shall cause the Company and its Subsidiaries to use their commercially reasonable efforts to provide, to the Buyer all cooperation reasonably requested by the Buyer in connection with obtaining the Financing (including the debt securities) to the extent customary in connection with the arrangement of debt or equity financing similar to the Financing, including: (i) as promptly as reasonably practicable, furnishing the Buyer with the Required Information; (ii) as promptly as reasonably practicable, informing the Buyer if the Seller, the Company or any of their Subsidiaries shall have actual knowledge of any facts that would be reasonably likely to require the restatement of any financial statements comprising a portion of or that includes the Required Information in order for such financial statements to comply with GAAP; (iii) assisting in preparation for and participating in marketing efforts for the Debt Financing (including a reasonable number of meetings, presentations, calls, roadshows, due diligence sessions, drafting sessions and sessions with rating agencies), and assisting the Buyer in obtaining ratings in connection with the Debt Financing; (iv) assisting the Buyer and the Debt Financing Sources with the preparation of (A) materials for rating agency presentations and (B) bank information memoranda, lender presentations, investor presentations, offering documents, rating agency presentations and similar documents for use in connection with the Debt Financing, including reviewing and commenting on the Buyer’s draft of a business description to be included in marketing materials; (v) using commercially reasonable efforts to cause its independent auditors to provide, consistent with customary practice, (A) reasonable assistance to the Buyer in connection with the Buyer’s preparation of pro forma financial statements and information, (B) reasonable assistance and cooperation to the Buyer, (C) consents customary for financings similar to the Financing (including consents of auditors for use of their reports in any materials relating to the Debt Financing) and (D) customary comfort letters (including “negative assurance” comfort and change period comfort) with respect to financial information relating to the Company and its Subsidiaries as reasonably requested by Buyer or as necessary or customary for financings similar to the Debt Financing promptly upon (including any offering or private placement of debt securities pursuant to Rule 144A under the Securities Act); (vi) assisting the Buyer in connection with the preparation of pro forma financial information and pro forma financial statements of the Company and its Subsidiaries of the type required by paragraph 3 of Exhibit C to the Debt Commitment Letter, to be included in offering documents for the Debt Financing, or necessary or reasonably required by the Buyer’s Financing sources (including the Debt Financing Sources); provided that neither the Seller, the Company nor any of their Subsidiaries shall be required to actually prepare any such pro forma financial information or provide any information or assistance relating to (A) the proposed debt and equity capitalization that is required for such pro forma financial information or assumed interest rates, fees and expenses relating to such debt and equity capitalization or (B) any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to be incorporated into any information used in connection with the Debt Financing; (vii) executing and delivering as of (but not prior to) the Closing any pledge and security documents, supplemental indentures, currency or interest hedging arrangements, other definitive financing documents, or other certificates or documents as may be reasonably requested by the Buyer (including a certificate of the chief financial officer (or other executive officer) of the Company with respect to solvency matters in the form set forth as an exhibit to the Debt Commitment Letter) and otherwise reasonably facilitate the pledging of collateral (including the delivery of all stock or other certificates intended to constitute collateral as contemplated by the Debt Commitment Letter) (it being understood that such documents (A) will not take effect prior to the Closing and (B) shall not be required to be executed by any officer of the Company or any of its Subsidiaries unless such officer will be a continuing officer of the Company or one of its Subsidiaries after giving effect to the Closing); (viii) providing customary authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders, subject to customary confidentiality provisions, and containing a customary representation to the Debt Financing Sources contemplated by the Debt Commitment Letter, including that the public side versions of such documents do not include material non-public information about the Seller, the Company or the Subsidiaries or their securities and the accuracy of the information contained in the disclosure and marketing materials related to the Debt Financing; provided, that the Company is given a reasonable opportunity prior to execution thereof. to review and provide comments on such authorization letters and such information distributed to prospective lenders in connection therewith; (ix) prior to or at, and conditioned upon, the occurrence of the Closing, taking all actions required to obtain the Existing Credit Facility Release; and (x) providing all documentation and other information about the Seller, the Company and their Subsidiaries as is reasonably required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act, in each case to the extent requested in writing reasonably in advance of the Closing. (g) Notwithstanding anything to the contrary in this Agreement, : (i) nothing contained shall require such cooperation as described in this Section 5.04 shall require6.14 (including Section 6.14(l)) to the extent it would, in the Seller’s reasonable judgment, unreasonably interfere with the business or operations of the Seller or its Subsidiaries, and in no event (ii) none of the Seller nor any of its Subsidiaries shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to (i) seek the Equity Financing from any source other than the counterparties required to, or be required to commit to, (A) take any action that is not contingent upon the Closing or enter into or execute any agreement or document that is effective prior to the Closing, in any amount each case other than customary representation letters and authorization letters (including with respect to the presence or absence of material non-public information and the accuracy of the information contained in excess of that contemplated by, the Equity Funding Letter, or (iidisclosure and marketing materials related to the Debt Financing) pay any material fees in excess of those contemplated by the Equity Funding Letter Debt Commitment Letter, (B) require any of its directors to approve or adopt any Financing or agreements related thereto prior to the Closing Date (and no such directors that shall not be continuing directors shall be required to take such action), (C) take any action that would result in any officer, director or other Representative of the Seller or any of its Subsidiaries incurring any personal liability (as opposed to liability in his or her capacity as an officer of such Person) with respect to any matters relating to the Financing or (D) deliver or cause the delivery of any legal opinions necessary for the Financing. All non-public or other confidential information provided by the Seller or any of its Subsidiaries or Representatives pursuant to this section shall be kept confidential in accordance with the Confidentiality Agreement. The Seller shall be permitted a reasonable period to comment on any confidential information memorandum, offering memorandum, prospectus or other marketing document circulated to potential financing sources. None of the Seller or any of its Subsidiaries shall be required to bear any cost or expense, pay any commitment or other similar fee or make any other payment (in each case other than for reasonable out-of-pocket costs or expenses that are reimbursed by the Buyer and costs or expenses related to the Existing Credit Facility Release) or incur any other Liability (other than customary representation letters and authorization letters (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 Debt Commitment Letter Financing), it being understood that any Liability with respect thereto is indemnified under clause (including h) below) or provide or agree to provide any market “flex” provisions contained therein).indemnity in connection with the Financing or any of the foregoing matters described herein. It

Financing. (a) Each of Parent Acquiror, Merger Sub I and Merger Sub II shall use reasonable best efforts to take, or cause to be taken, as promptly as practicable after the date hereof, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on the terms and subject only to the conditions necessary (including enforcing its rights under the market “flex” provisions) set forth in the Financing Letters, including using reasonable best efforts to (i) maintain in effect and comply with the Financing Letters, (ii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market “flex” provisions) set forth in the Debt Commitment LetterSubscription Agreements), (iii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub in the Financing Letters and the definitive agreements related thereto (including by consummating the Equity Financing at or prior to the Closing Date, to consummate the purchases contemplated by the Subscription Agreements on the terms and conditions described or contemplated therein, including using its reasonable efforts to enforce its rights under the Subscription Agreements to cause the Subscribers to pay to (or as directed by) Acquiror the applicable purchase price under each Subscriber’s applicable Subscription Agreement in accordance with its terms. If the Acquiror Board determines that it is reasonably necessary solely to satisfy the condition set forth in Section 9.03(d), with the prior written consent of the Company (which consent shall deemed to be provided with respect to Acquiror’s entry into any Subscription Agreement with the Persons set forth on Section 7.03(a)(ix) of the Acquiror Schedules), the Acquiror may enter into additional Subscription Agreements with third parties following the date hereof, pursuant to which such parties, upon the terms and subject to the conditions set forth in the Equity Funding Letter) (ortherein, if necessary or deemed advisable by Parent, seek the waiver shall purchase shares of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing Acquiror Common Stock at the Closing, (v) enforce its rights under the Financing Letters and the definitive agreements relating to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors shall not, without the prior written consent of the Company, agree to or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the definitive agreements relating to the Financing if such termination, amendment, supplement, modification or waiver would (A) reduce the aggregate amount of any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing would be below the amount required to pay the Required Amount, (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing $10.00 per share in a manner that would reasonably be expected to materially delay private placement or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (C) adversely impact the ability of Parent or Merger Subplacements and, as applicable, receive PIPE Warrants, with such purchase(s) to enforce its rights against other parties be consummated immediately prior to the Financing Letters or consummation of the definitive agreements Transactions (the investments contemplated by any such Subscription Agreements, the “Additional Financing”). The Company shall reasonably cooperate with Acquiror with respect to the Financing. Parent arrangement of any such Additional Financing if the Company has provided its consent (which consent shall promptly deliver deemed to be provided with respect to Acquiror’s entry into any Subscription Agreement with the Persons set forth on Section 7.03(a)(ix) of the Acquiror Schedules) pursuant to the Company copies of any amendment, modification, supplement, consent or waiver to or under any Financing Letter or the definitive agreements relating to the Financing promptly upon execution thereof. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 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 (i) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter or the Debt Commitment Letter (including any market “flex” provisions contained therein)immediately preceding sentance.

Financing. (a) Each of Parent and Merger Sub shall use reasonable best efforts to take, or cause to be taken, all actions actions, and shall use reasonable best efforts to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the proceeds of the Financing on the terms and subject only to conditions described in the conditions Commitment Letters (including including, as necessary, the market “flex” provisionsprovisions contained in any related fee letter) set forth as promptly as possible (taking into account the expected timing of the Marketing Period) but in any event on or prior to the Financing Lettersdate upon which the Merger is required to be consummated pursuant to the terms hereof, including by using reasonable best efforts with respect to (i) causing the Equity Investors to maintain in effect and comply with the Financing LettersEquity Commitment Letter, (ii) negotiate maintaining in effect the Debt Commitment Letter, (iii) negotiating and enter entering into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing on (the “Definitive Agreements”) consistent with the terms and subject only to the conditions (including the market “flex” provisions) set forth contained in the Debt Commitment Letter (or including, as necessary, the “flex” provisions contained in any related fee letter) or, if available, on other terms that, with respect to conditionality, that (A) are not less favorable acceptable to Parent in its sole discretion, (B) would not reasonably be expected to delay (taking into account the expected timing of the Marketing Period) or Merger Sub than adversely affect the terms ability of Parent to consummate the transactions contemplated hereby and conditions (including market “flex” provisionsC) set forth in the Debt Commitment Letterwould otherwise be permitted by Section 5.12(b), and (iiiiv) satisfy taking into account the expected timing of the Marketing Period, satisfying (or, if reasonably required to obtain the Financing, seeking the waiver of) on a timely basis all conditions applicable in the Debt Commitment Letters and the Definitive Agreements that are within the control of Parent or Merger Sub and complying with its obligations thereunder. In the event that all conditions contained in the Debt Commitment Letter or the Definitive Agreements (other than the consummation of the Merger and other than the availability of the Cash Equity and those that by their nature are to be satisfied at the Closing) have been satisfied or waived, Parent and Merger Sub in shall use their reasonable best efforts to cause the Lenders thereunder to comply with their respective obligations thereunder, including to fund the Debt Financing Letters and the definitive agreements related thereto (including by consummating the Equity Financing at or prior to the Closing on the terms and including, subject to Section 8.7(c), by promptly commencing a litigation proceeding against any breaching Lender or other financial institution to compel such Lender or financial institution to provide its portion of the conditions set forth in Debt Financing or otherwise comply with its obligations under the Equity Funding Letter) (or, if necessary Debt Commitment Letter or deemed advisable by Parent, seek the waiver Definitive Agreement). Each of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto)shall use its reasonable best efforts to comply with its respective obligations, (iv) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the Closing, (v) enforce its rights respective rights, under the Financing Commitment Letters and the definitive agreements relating to the Financing Definitive Agreements in a timely and diligent manner. (vib) otherwise comply with Parent’s Parent shall not, and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, shall not permit Merger Sub and the Guarantors shall notto, without the prior written consent of the Company, agree to or : (i) permit any termination of or amendment, supplement amendment or modification to be made to, or grant any waiver of any provision or remedy under, the Financing Commitment Letters or the definitive agreements relating to the Financing if such termination, amendment, supplement, modification or waiver would (A) reduce adds new (or adversely modifies any existing) conditions to the aggregate amount consummation of all or any portion of the Financing Financing, (including by increasing B) reduces the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing to an amount that, together with available cash at the Company and its Subsidiaries and other available cash or other funds of Parent and its Subsidiaries, would be below the amount required to pay the Required Amount, (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or be less than the Merger Amounts, (C) adversely impact affects in a material respect the ability of Parent to enforce its rights against other parties to the Commitment Letters or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, relative to the ability of Parent or Merger Sub, as applicable, to enforce its rights against the other parties to the Financing Commitment Letters as in effect on the date hereof or (D) could otherwise reasonably be expected to prevent, materially impede or materially delay the consummation of the Merger and the other transactions contemplated by this Agreement (taking into account the expected timing of the Marketing Period); or (ii) terminate any Commitment Letter or any Definitive Agreement unless such Commitment Letter or Definitive Agreement is replaced at such time with a new commitment letter or a new definitive agreements with respect to agreement that would satisfy the Financingpreceding clause (i). Parent and Merger Sub shall promptly deliver to the Company copies of any amendment, modification, supplement, consent waiver or waiver to or under replacement of any Financing Commitment Letter or any Definitive Agreement. (c) In the definitive agreements relating event that any portion of the Debt Financing becomes unavailable, regardless of the reason therefor, Parent and Merger Sub will (i) use reasonable best efforts to obtain alternative debt financing (in an amount sufficient, when taken together with Cash Equity and the available portion of the Debt Financing, the available cash at the Company and its Subsidiaries and other available funds or cash to Parent and its Subsidiaries, to pay the Merger Consideration and the other Merger Amounts) from the same or other sources on terms and conditions that are not less favorable to Parent and its Subsidiaries than the terms and conditions set forth in the Debt Commitment Letter as of the date hereof and which do not include any conditions to the Financing consummation of such alternative debt financing that would reasonably be expected to make the funding of such alternative debt financing less likely to occur, than the conditions set forth in the Debt Commitment Letter as of the date hereof and (ii) promptly upon execution thereofnotify the Company of such unavailability and the reason therefor. Notwithstanding anything to For the contrary in purposes of this Agreement, nothing contained the term “Debt Commitment Letter” shall be deemed to include any commitment letter (or similar agreement) with respect to any alternative or replacement financing arranged in this Section 5.04 compliance herewith (and any Debt Commitment Letter remaining in effect at the time in question). Parent and Merger Sub shall requireprovide the Company with prompt oral and written notice of any actual or threatened breach, and termination, repudiation or default by any party to any Commitment Letter or any Definitive Agreement, in no event shall the reasonable best efforts each case, of which Parent or Merger Sub be deemed obtain Knowledge and the receipt of any written notice or construed other written communication from any Lender, Equity Investor or other financing source with respect to requireany breach, either default, termination or repudiation by any party to any Commitment Letter or any Definitive Agreement of any provision thereof. Parent and Merger Sub shall keep the Company reasonably informed on a current basis of the status of its efforts to consummate the Financing. The foregoing notwithstanding, compliance by Parent and Merger Sub with this Section 5.12 shall not relieve Parent or Merger Sub of their obligation to (i) seek consummate the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) pay any material fees in excess of those transactions contemplated by this Agreement whether or not the Equity Funding Letter or the Debt Commitment Letter (including any market “flex” provisions contained therein)Financing is available.

Financing. (a) Each of Buyer Parent shall use, and Merger Sub shall use cause its Affiliates to use, reasonable best efforts endeavors to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on the terms and subject only to the conditions (including the “market “flex” provisions) set forth in the Financing LettersCommitments, including using reasonable best efforts endeavors to (i) maintain in effect and comply in all material respects with the Financing LettersCommitments, (ii) promptly negotiate and enter into any applicable definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing on the terms and subject only to the conditions (including the market flex provisions) set forth in the Financing Commitments (or on terms not materially less favorable to Buyer Parent than the terms and conditions (including “market flex” provisions) set forth in the Debt Commitment Letter (or on other terms that, Financing Commitments with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market “flex” provisions) set forth in conditionality of the Debt Commitment Letterfunding of the Financing on the Closing Date), (iii) satisfy (and cause its Affiliates to satisfy) on a timely basis all conditions applicable to Buyer Parent and Merger Sub its Affiliates in the Financing Letters Commitments and the definitive agreements related thereto relating to the Financing, (including by consummating iv) consummate the Equity Financing at or prior to the Closing on the terms and subject to the conditions set forth in the Equity Funding Letter) (orClosing, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver of the conditions to including using Buyer Parent’s (and Merger Sub’s obligations causing its Affiliates to consummate use) reasonable endeavors (which shall include taking all actions reasonably within its control, including borrowing, notwithstanding the Offer and the Merger, consummate fact that “market flex” provisions under the Financing and Commitments are exercised) to cause the lenders Debt Financing Sources and the other Persons committing to fund the Financing to fund the Financing at the Closing, and (v) enforce comply with Buyer Parent’s covenants and other obligations under, and ensure the accuracy of the warranties of Buyer Parent or its rights under Affiliates set forth in the Financing Letters Commitments and the definitive agreements relating to the Financing and (vi) otherwise where a failure to so comply with Parent’s and Merger Sub’s covenants and other obligations under would reasonably be expected to delay or prevent or materially make less likely to occur the funding of the Financing Letters and (or satisfaction of the definitive agreements relating conditions to the Financing) on the Closing Date. Parent, Merger Sub and Buyer Parent shall not prior to the Guarantors shall notClosing Date, without the prior written consent of the CompanySeller Parent, agree to or permit any termination of or amendment, supplement amendment or modification to be made to, or grant any waiver of any provision under, the Financing Letters Commitments or the definitive agreements relating to the Financing (provided, for the avoidance of doubt the existence or exercise of any “market flex” provisions contained in any fee letter in connection with the Debt Financing Commitments shall not constitute an amendment, supplement or modification of the Debt Financing Commitments) if such termination, amendment, supplement, modification or waiver would (A) (1) reduce (or could have the aggregate amount effect of any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amountreducing) such that the aggregate amount of the Financing would be below or (2) reduce the amount required to pay of the Required AmountDebt Financing unless, in the case of each of clauses (A)(1) and (A)(2), after giving effect thereto, the warranties set forth in Section 3.07(a) shall be true and correct (taking into account any corresponding increase in the Equity Financing Commitment), or (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing, or otherwise expand, amend or modify any other provision of the Financing Commitments in a manner that would reasonably be expected to materially delay or prevent or make materially less likely to occur the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (C) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Letters or the definitive agreements with respect to the FinancingDate. Buyer Parent shall promptly deliver to the Company Seller Parent copies of any amendment, modification, supplement, consent modification or waiver to or under any Financing Letter Commitment or the definitive agreements relating to the Financing promptly upon execution thereofof the Transaction. Notwithstanding anything Buyer Parent will fully pay, or cause to be paid, all commitment and other fees under or arising pursuant to the contrary in this Agreement, nothing contained in this Section 5.04 Debt Financing Commitment as and when they become due. (b) Buyer Parent shall require, and in no event shall the reasonable best efforts give Seller Parent prompt written notice of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to (i) seek any actual or potential breach, default, termination or repudiation by any party to any Financing Commitment or definitive documents related to the Equity Financing from any source other than the counterparties toof which Buyer Parent becomes aware, or in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) pay 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 or repudiation by any party to any Financing Commitment or any definitive document related to the Financing of any provisions of the Financing Commitments or any definitive document related to the Financing or (B) material fees dispute or disagreement between or among any parties to any Financing Commitment or any definitive document related to the Financing and (iii) the occurrence of an event or development, which in excess the case of those contemplated by each of (i), (ii) or (iii) above, would reasonably be expected to delay or prevent or materially make less likely to occur the Equity Funding Letter funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date. If any portion of the Debt Commitment Letter Financing becomes unavailable (excluding any fee arrangements), or if Buyer Parent becomes aware of any event or circumstance that would reasonably be expected to make any portion of the Debt Financing unavailable to fund the Transactions on the Closing Date, Buyer Parent shall (i) promptly notify Seller Parent in writing and (ii) use reasonable endeavors 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 on terms and conditions (including market flex provisions) not materially less favorable to Buyer Parent (or its Affiliates) than the terms and conditions set forth in the Debt Financing Commitment with respect to the funding of the Financing on the Closing Date, as promptly as practicable following the occurrence of such event (but not later than the date Buyer Parent is required to consummate the Closing in accordance with this Agreement); provided that the failure to obtain alternative financing shall not relieve Buyer Parent of any obligations hereunder. Notwithstanding the other provisions of this Section 5.16, Seller Parent acknowledges that Buyer Parent or its Affiliates is entitled to, at its discretion, replace all or part of the Debt Financing Commitments, and negotiate and enter into definitive agreements with respect to alternative financing from alternative sources in an amount sufficient to consummate the Transactions on terms and conditions (including market “flex” provisions contained therein).flex provisions) not materially less favorable to Buyer Parent or its Affiliates than the terms and conditions set forth in the Debt Financing Commitment with respect to the conditionality of the funding of the financing on the Closing Date. Buyer Parent shall

Financing. (a) Each of Parent Buyer, Intermediate Holdings and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate arrange and obtain the proceeds of the Debt Financing concurrently with the Closing on the terms and subject only to the conditions (including the market “flex” provisions) set forth described in the Financing Letters, Debt Commitment Letter (including using reasonable best efforts to (i) maintain in effect and comply with the Financing Lettersobtain any necessary rating agency ratings, (ii) negotiate maintain in effect the Commitments (at no additional cost or expense to, and enter into definitive agreements (whichwith no adverse effect on, with respect to the bridge facility documentationBuyer, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent Intermediate Holdings or Merger Sub than the terms and conditions (including market “flex” provisions) set forth in the Debt Commitment LetterSub), (iii) satisfy on a timely basis all conditions applicable to Parent Buyer, Intermediate Holdings and Merger Sub in to obtain the Debt Financing Letters and the definitive agreements related thereto (including by consummating the Equity Financing at or prior to the Closing on the terms and subject to the conditions set forth in financing contemplated by the Equity Funding Commitment Letter) (or, if necessary or deemed advisable by Parent, seek that are within their control and comply with the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto)obligations thereunder, (iv) negotiate definitive agreements with respect to the Debt Commitment Letter on terms and conditions contained therein (including any “flex” provisions) or on terms no less favorable to Intermediate Holdings (unless otherwise agreed by Intermediate Holdings in its sole discretion) (the “Definitive Financing Agreements”) and upon the satisfaction or waiver of execution thereof, deliver a copy to the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the ClosingCompany, (v) seek to enforce its rights under the Financing Letters Debt Commitment Letter and the definitive agreements relating to Definitive Financing Agreements in the event of a breach by the Financing Parties that materially impedes or materially delays the Closing, including by seeking specific performance against the parties thereto, and (vi) otherwise comply with Parent’s respect to any replacement commitments, satisfy on a timely basis all conditions applicable to Intermediate Holdings and Merger Sub’s covenants and other obligations under the Financing Letters and the Sub in such definitive agreements relating that are within their control. Buyer and Intermediate Holdings shall keep Company reasonably informed of material developments in respect of the financing contemplated by the Commitments to which it is a party in accordance with this Section 6.3. In furtherance of the Financing. Parentprovisions of this Section 6.3, Merger Sub and the Guarantors shall not, Debt Commitment Letter may be amended or superseded without the prior written consent of Company to replace or add one or more lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Company, agree to or permit any termination Debt Commitment Letter as of or amendment, supplement or modification to be made tothe date hereof, or grant otherwise, provided, that in no event shall the Debt Commitment Letter be amended or superseded in a manner that would (i) expand in any waiver of any provision under, the Financing Letters or the definitive agreements relating way that is adverse to the Company the conditions to the Debt Financing if such termination, amendment, supplement, modification set forth in the Debt Commitment Letter; (ii) reasonably be expected to prevent or waiver would materially delay the Closing; or (Aiii) reduce the aggregate amount of Debt Financing set forth in the Debt Commitment Letter (unless, in the case of this clause (iii), replaced with an amount of new equity financing on terms no less favorable to Buyer than the terms set forth in the Equity Commitment Letter). In the event that all conditions to the Commitments (other than in connection with the Debt Commitment Letter, the availability or funding pursuant to the Equity Commitment Letter) have been satisfied, each of Buyer and Intermediate Holdings shall use its reasonable best efforts to cause the lenders and other persons providing the Commitments to fund the financing required to consummate the Merger on the Closing Date (including by seeking specific performance to cause such lenders and other persons to fund such financing) if all conditions to closing contained in Article VII are satisfied or waived (other than those conditions that (A) by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions and (B) are not satisfied solely as a result of a breach by Buyer, Intermediate Holdings or Merger Sub of their respective obligations under this Agreement). Buyer and Intermediate Holdings shall give Company prompt notice of any material breach by any party of the Commitments to which it is a party, any termination of any of the Commitments to which it is a party, and any condition to the Commitments to which it is a party not likely to be satisfied, in each case, to the extent it becomes aware of such material breach, termination or condition. If any portion of the Debt Financing becomes unavailable on the terms and conditions (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless flex provisions) set forth in the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing would be below the amount required to pay the Required AmountCommitment Letter, (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (C) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce Buyer and Intermediate Holdings shall use its rights against other parties to the Financing Letters or the definitive agreements with respect to the Financing. Parent shall promptly deliver to the Company copies of any amendment, modification, supplement, consent or waiver to or under any Financing Letter or the definitive agreements relating to the Financing promptly upon execution thereof. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 shall require, and in no event shall the reasonable best efforts of Parent to arrange alternative financing from alternative sources in an amount sufficient to consummate the transactions contemplated by this Agreement on terms and conditions no less favorable to Intermediate Holdings or Merger Sub be deemed or construed to require, either Parent or Merger Sub to (ias determined in the reasonable judgment of Intermediate Holdings) seek the Equity Financing from any source other than the counterparties to, or those set forth in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter or the Debt Commitment Letter (including the flex provisions) as promptly as practicable following the occurrence of such event, but in no event later than the last day of the Marketing Period. For the avoidance of doubt, the obtaining of the financing provided for by the Commitments, or any market alternative financing, is not a condition to Closing. Notwithstanding anything herein to the contrary, in no event shall Buyer, Intermediate Holdings or any Affiliate thereof be required to provide any additional equity financing in excess of the amount expressly set forth in the Equity Commitment Letter. Notwithstanding anything herein to the contrary, in no event shall Buyer, Intermediate Holdings or Merger Sub be required pursuant to this Agreement to agree to pay to the lenders, and the other Persons providing the financing set forth in the Debt Commitment Letter, any additional fees or to increase any interest rates applicable to the Debt Commitment Letter (other than pursuant to the “flex” provisions contained therein)., if any) or agree to enter into any financial or other material covenants or agreements on terms not otherwise expressly set forth in

Financing. (a) Each of Parent and Merger Sub Purchaser shall use commercially reasonable best efforts efforts, and shall cause Red Holdings and Green Holdings, as applicable, to takeuse commercially reasonable efforts, or cause to be taken, take all actions and to do, or cause to be done, do all things necessary, proper or advisable necessary to consummate and obtain the Financing on the terms and subject only to the conditions described in the Financing Commitments (including any market “flex” provisions applicable thereto), including using commercially reasonable efforts to (i) negotiate definitive agreements on substantially the terms and subject only to the conditions (including the market “flex” provisions) set forth contained in the Financing Letters, including using reasonable best efforts to (i) maintain in effect and comply with the Financing Letters, (ii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the applicable Debt Commitment Letter Letters and related Redacted Fee Letters (or on other terms that, with respect to conditionality, are not less favorable to Parent Red Holdings or Merger Sub Green Holdings, as applicable, than the terms and conditions (including market “flex” provisions) set forth in the applicable Debt Commitment LetterLetters and related Redacted Fee Letters), (ii) satisfy or cause the satisfaction of all conditions applicable to Purchaser and its Affiliates in the Financing Commitments and the definitive agreements for the Financing or, if necessary or deemed advisable by Purchaser, seek the waiver of conditions applicable to Purchaser and its Affiliates contained in such Financing Commitments or such definitive agreements for the Financing, (iii) maintain in full force and effect the Financing Commitments in accordance with the terms thereof, (iv) satisfy on a timely basis all conditions applicable to Parent and Merger Sub the Financing Commitments that are in Purchaser’s, Red Holdings’ or Green Holdings’ control, (v) in the event that all conditions in the Financing Letters and the definitive agreements related thereto (including by consummating the Equity Financing at Commitments have been satisfied or prior to the Closing on the terms and subject to the conditions set forth in the Equity Funding Letter) (or, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Mergerwaived, consummate the Financing and cause as of the lenders Offer Closing as required to occur pursuant to Section 1.1(h) (including by instructing the Debt Financing Sources and the other Persons committing to fund providing the Financing to fund the Financing at the Closingprovide such Financing), (vvi) enforce its rights under the Financing Letters and Commitments in the definitive agreements relating to the Financing event of any breach thereof and (vivii) otherwise comply with Parent’s ’s, Purchaser’s, Red Holdings’ and Merger Sub’s Green Holdings’ covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors shall not, without the prior written consent of the Company, agree to or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the definitive agreements relating to the Financing if such termination, amendment, supplement, modification or waiver would (A) reduce the aggregate amount of any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing would be below the amount required to pay the Required Amount, (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (C) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Letters or the definitive agreements with respect to the Financing. Parent shall promptly deliver to the Company copies of any amendment, modification, supplement, consent or waiver to or under any Financing Letter or the definitive agreements relating to the Financing promptly upon execution thereofCommitments. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 6.11 shall require, and in no event shall the commercially reasonable best efforts of Parent or Merger Sub Purchaser be deemed or construed to require, either Parent or Merger Sub Purchaser to (iA) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding LetterFinancing Commitment, or (iiB) pay any material fees in excess of those contemplated by the Equity Funding Letter Financing Commitment or the Debt Commitment Letter Letters and Redacted Fee Letters (including any market “flex” provisions contained therein). (b) In the event any portion of the Debt Financing necessary to pay the Required Amount becomes unavailable on the terms and conditions (including any applicable market “flex” provisions) contemplated in the applicable Debt Commitment Letter and related Redacted Fee Letter, Purchaser shall use commercially reasonable efforts, as promptly as practicable, to obtain alternative debt financing in an amount sufficient, together with the amount of the Equity Financing and Debt Financing that remains available, to fund the Required Amount with terms and conditions (including market “flex” provisions) not less favorable to Purchaser or its Affiliates than the terms and conditions set forth in the applicable Debt Commitment Letter and related Redacted Fee Letter. Purchaser shall deliver to the Company true and complete copies of the alternative debt commitment letters (including redacted fee letters (redacted solely to the same extent as the Redacted Fee Letters) related thereto) pursuant to which any such alternative source shall have committed to provide any portion of the Debt Financing. Purchaser shall deliver to the Company true and complete copies of the alternative debt commitment letters (including Redacted Fee Letters) pursuant to which any such alternative source shall have committed to provide any portion of the Debt Financing. For purposes of this Agreement, references to (x) the “Financing” shall include the financing contemplated by the Financing Commitments as permitted to be amended, modified, supplemented or replaced by this Section 6.11, (y) references to the “Debt Commitment Letters” shall include such documents as permitted to be amended, modified, supplemented or replaced by this Section 6.11 and (z) references to “Debt Financing” shall include the debt financing contemplated by the Debt Commitment Letter as permitted to be amended, modified, supplemented or replaced by this Section 6.11.

Financing. (a) Each Prior to Closing, 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, proper or advisable to arrange, obtain and consummate and obtain the Debt Financing on or any Substitute Debt Financing as promptly as possible (taking into account the terms and subject only anticipated timing of the Marketing Period) following the date of this Agreement (and, in any event, no later than the time at which the Closing is required to the conditions (including the market “flex” provisions) set forth in the Financing Lettersoccur pursuant to Section 2.2), including using its reasonable best efforts to (i) (A) maintain in effect the Debt Letters and to comply with its obligations under the Financing Letters, (ii) negotiate and enter into definitive agreements (which, with respect Debt Letters to the bridge facility documentationextent the failure to comply with such obligations would adversely impact the amount or, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with taking into account the funding expected timing of the Marketing Period, the availability of the Debt FinancingFinancing at the Closing, (B) negotiate, enter into and deliver definitive agreements with respect to the Debt Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than reflecting the terms and conditions (including market “flex” provisions) set forth contained in the Debt Commitment LetterLetters (including any “market flex” provisions applicable thereto) or on terms that, taken as a whole, are no less favorable in the aggregate to Parent than the terms contained in the Debt Letters (including any “market flex” provisions applicable thereto), 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 (iiiC) enforce their rights under the Debt Letters and (ii) satisfy on a timely basis (or obtain the waiver of) all the conditions and covenants applicable to Parent and or Merger Sub in the Debt Financing Letters and the definitive agreements related thereto that are to be satisfied by Parent or Merger Sub in Parent’s or Merger Sub’s control (including other than those conditions that by consummating their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing). In the event that all conditions set forth in Section 8.1 and Section 8.2 have been satisfied or waived or, upon funding shall be satisfied or waived, Parent and Merger Sub shall obtain the Equity Financing contemplated by the Equity Commitment Letter and use their reasonable best efforts to cause the Persons providing the Debt Financing (the “Debt Financing Parties”) to fund the Debt Financing at or prior to the Closing on the terms and subject Effective Time with respect to shares to be paid for pursuant to the conditions set forth in Merger. (b) Parent shall keep the Equity Funding Letter) (orCompany reasonably informed on a reasonably current basis of the status of the Debt Financing and material developments with respect thereto and upon the Company’s reasonable written request, if necessary or deemed advisable by Parentprovide the Company with copies of any final material definitive agreements related to the Debt Financing. Without limiting the foregoing, seek the waiver of conditions applicable to Parent and Merger Sub contained shall promptly (and in such no event less than one Business Day) after obtaining knowledge thereof, give the Company prompt written notice (i) of any breach or default by any party to the Debt Letters or the definitive documentation related to the Debt Financing, (ii) the receipt of any written notice or other written communication from any Debt Financing Source Party with respect to any (A) actual breach, default, termination (other than in accordance with its terms) or repudiation by any part to any of the Financing Letters or, to the extent entered into and effective prior to the Closing Date, the definitive agreements related to the Financing of any provisions of the Debt Letters or (B) material dispute or material disagreement relating to the Financing with respect to the obligations to fund the Financing or the amount of the Financing to be funded at Closing (excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Debt Financing or the definitive agreements with respect to the Debt Financing) or (iii) if for any reason Parent in good faith no longer believes it or Merger Sub will be able to obtain all or any portion of the Debt Financing in the manner or from the sources contemplated by the Debt Commitment Letter or such the definitive agreements documentation related thereto)to the Debt Financing. Parent may amend, (iv) upon modify, terminate, assign or agree to any waiver under the satisfaction or waiver Debt Letters without the prior written approval of the conditions to Parent’s Company, provided that Parent and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the Closing, (v) enforce its rights under the Financing Letters and the definitive agreements relating to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors shall not, without the Company’s prior written consent of the Companyconsent, agree to or permit any termination of or such amendment, supplement modification, assignment, termination or modification waiver to be made to, or grant consent to or agree to any waiver of of, any provision under, of or remedy under the Financing Debt Letters or the definitive agreements relating to the Financing if such termination, amendment, supplement, modification or waiver which would (A) reduce the aggregate net cash amount of any portion of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount as compared to of the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement Debt Financing, unless the Debt Financing or Equity Financing is increased by a corresponding amountamount on substantially the same terms as provided in the Debt Letters) except to the extent after giving effect to such that termination, amendment, modification, waiver or replacement, the aggregate amount net proceeds contemplated from the Equity Financing and the Debt Financing (as terminated, amended, modified, waived or replaced), together with other financial resources of Parent, including contemplated cash on hand of Parent, is, in the aggregate, sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement, including the payment of the Financing would Merger Consideration and all fees and expenses reasonably expected to be below the amount required to pay the Required Amountincurred in connection therewith, (B) impose new or additional conditions precedent to the availability funding of the Debt Financing or otherwise expand, amend or modify any of the conditions precedent to the funding of the Debt Financing, in any case, from those set forth in the Debt Commitment Letter on the date of this Agreement or (C) otherwise expand, amend, modify or waive any provision of the Debt Letters or the Debt Financing in a manner that in the case of this clause (C) would reasonably be expected to materially (I) impair, delay or prevent or make less likely the consummation of the Merger or the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) on at the Closing Date or Effective Time, taking into account the timing of the Marketing Period, (CII) materially and adversely impact the ability of Parent or and Merger Sub, as applicable, Sub to enforce its their rights against the Debt Financing Parties or any other parties to the Financing Debt Letters or the definitive agreements with respect thereto or (III) adversely affect the ability of Parent or Merger Sub to timely consummate the Merger and the other transactions contemplated hereby; provided, however, for the avoidance of doubt, Parent and Merger Sub may amend, replace, supplement and/or modify the Debt Letters solely to add additional Debt Financing Parties as parties thereto who had not executed the Debt Letters as of the date hereof. Neither Parent nor Merger Sub shall permit or consent to any amendment, supplement, waiver or modification to be made to the Equity Commitment Letter (other than to increase the amount of the Equity Financing). 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 7.3, such new commitment letters shall be deemed to be a “Debt Commitment Letter” for all purposes of this Agreement and/or together with such new 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 and Merger Sub shall promptly deliver to the Company true, correct and complete copies of any termination, amendment, modificationmodification or replacement of the Debt Letters. If funds in the amounts set forth in the Debt Letters, supplementor any portion thereof, consent become unavailable, Parent shall, as promptly as practicable following the occurrence of such event, (x) notify the Company thereof, (y) use its reasonable best efforts to obtain substitute debt financing from the same or waiver alternative debt financing sources (on terms and conditions that are not materially less favorable to Parent and Merger Sub, taken as a whole, than the terms and conditions as set forth in the Debt Letters, taking into account any “market flex” provisions thereof) in an amount sufficient, when added to the portion of the Financing that is and remains available to Parent or under Merger Sub, together with cash on hand at Parent and its Subsidiaries, to enable Parent and Merger Sub to consummate the payment for shares of Company Stock by Merger Sub pursuant to the Merger and the other transactions contemplated hereby in accordance with the terms hereof (the “Substitute Debt Financing”) and (z) promptly after execution of any Financing Letter new debt financing commitment letter that provides for such Substitute Debt Financing, deliver to the Company true, complete and correct copies of the new debt commitment letter and the related fee letters (redacted to remove the fee amounts, pricing caps, the rates and economic terms included in the “market flex” and related to “securities demand” provisions contained therein and certain other economic terms, none of which redacted provisions cover terms that would reasonably be expected to adversely affect conditionality, enforceability or availability of, or the aggregate amount available under the Debt Financing) and related definitive agreements relating financing documents with respect to such Substitute Debt Financing. Upon obtaining any commitment for any such Substitute Debt Financing, such financing shall be deemed to be a part of the “Debt Financing” and any commitment letter for such Substitute Debt Financing promptly upon execution thereof. Notwithstanding anything to shall be deemed a “Debt Commitment Letter,” and together with the contrary in related fee letters the “Debt Letters” for all purposes of this Agreement. For the avoidance of doubt, nothing contained in this Section 5.04 shall require, and in no event shall the reasonable best efforts of Parent require or Merger Sub be deemed or construed to requirerequire Parent to seek equity financing from any source or in excess of the amount set forth in the Equity Commitment Letter. (c) Notwithstanding anything contained in this Agreement to the contrary, either Parent and Merger Sub expressly acknowledge and agree that neither Parent’s nor Merger Sub’s obligations hereunder are conditioned in any manner upon Parent or Merger Sub obtaining the Debt Financing, any Substitute Debt Financing or any other financing. (d) Prior to Closing, the Company and its Subsidiaries shall use their reasonable best efforts to, and shall use their respective reasonable best efforts to cause their Representatives to, use their reasonable best efforts to provide to Parent such customary cooperation as may be reasonably requested by Parent to assist Parent in connection with arranging the Debt Financing (which for purposes of this clause (d) shall include one or more offerings of non-convertible high yield debt securities to be issued or incurred in lieu or in replacement of any bridge financing contemplated by the Debt Letters) and the satisfaction of the conditions as set forth in the Debt Letters, including using reasonable best efforts to: (i) seek furnish to Parent as promptly as reasonably practicable (or, in the Equity Financing from any source case of financial statements set forth in paragraph 4 of Exhibit D to the Debt Letters (as in effect on the date of this Agreement), within the time period set forth therein) (A) the Required Information and (B) such other than pertinent and customary financial and operating information regarding the counterparties toCompany as may be reasonably requested by Parent to the extent that such information is customarily required for financings of the type contemplated by the Debt Letters; provided that, or in any amount in excess of that contemplated byconnection with the foregoing clause (B), the Equity Funding Letter, Company shall not be obligated to furnish any of the Excluded Information and the Company shall only be obligated to deliver such information to the extent such information may reasonably be obtained from the books and records of the Company or is otherwise readily available to the Company and its Subsidiaries; (ii) pay upon reasonable prior notice, cause members of management (with appropriate seniority) of the Company to participate in a reasonable number of meetings, presentations and roadshows with prospective lenders and investors and sessions with the ratings agencies, in each case in connection with the arrangement of the Debt Financing at reasonable times and locations mutually agreed between the Parent and the Company; (iii) to the extent reasonably requested, assist Parent and the Debt Financing Parties in their preparation of (A) any material fees bank information memoranda and related lender presentations, (B) any offering memoranda or private placement memoranda, (C) materials for rating agency presentations and (D) other customary marketing materials, including reviewing and commenting on Parent’s draft of business description with respect to the Company and its Subsidiaries, all as required or contemplated in excess of those contemplated connection with the Debt Financing; provided that any such materials that include disclosure and financial statements with respect to the Company shall only reflect the Surviving Corporation as the obligor(s) and no such bank information memoranda, lender presentations or materials shall be issued by the Equity Funding Letter Company or its Subsidiaries (but, for the avoidance of doubt, shall include authorization letters delivered by the Company with respect to its own information); (iv) (A) to the extent reasonably requested, assist and provide customary information to assist Parent in allowing Parent to prepare pro forma financial statements customarily included in offering documents for non-convertible high yield debt securities, it being understood that Parent, and not the Company or its Subsidiaries or their respective Representatives, shall be responsible for the preparation of the pro forma financial statements and any other pro forma information, including any pro forma adjustments and the Company’s, its Subsidiaries’ and their Representatives’ assistance shall relate solely to the financial information and data that can be reasonably derived from the Company’s historical books and records or other readily available data or information and the Company, its Subsidiaries and their Representatives shall not be responsible for providing any information required for the preparation of such pro forma financial statements relating to (1) cost savings, synergies, capitalization, ownership, and other post-Closing or pro forma adjustments (and the assumptions relating thereto) or (2) other information, data and assumptions concerning the assumptions underlying such post-Closing or pro forma adjustments, and (B) direct and facilitate the Company’s auditors to provide (x) customary comfort letters (including “negative assurance” comfort) with respect to historical financial information of the Company included in any offering documents relating to Debt Financing that consists of non-convertible high yield debt securities and (y) if required, customary consents to the use of their audit reports on the consolidated financial statements of the Company in any syndication, offering or other marketing documents relating to the Debt Commitment Letter Financing, in each case subject to such auditors’ policies and procedures and applicable auditing standards; (v) at least four (4) Business Days prior to the Closing Date, provide Parent all documentation and other information with respect to the Company and its Subsidiaries as shall have been reasonably requested in writing by Parent at least nine (9) Business Days prior to the Closing Date that is required in connection with the Debt Financing by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act and, if the Company or any of its Subsidiaries qualifies as “legal entity customers” under the Beneficial Ownership Regulation (as defined in the Debt Letters), a Beneficial Ownership Certification (as defined in the Debt Letters) and that are required by paragraph 6 of Exhibit D of the Debt Letters (as in effect on the date of this Agreement); (vi) reasonably facilitate the pledging of collateral, including any market “flex” provisions contained therein).possessory collateral (provided that (A) none of the documents or certificates shall be executed and/or delivered except in connection with the Closing and (B) the effectiveness thereof shall be conditioned upon, or become operat

Financing. (a) Each of Parent and Merger Sub HoldCo 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, obtain and consummate and obtain the Debt Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Financing LettersCommitment Letter as promptly as practicable after the date hereof, including using its reasonable best efforts to (i) maintain in effect the Commitment Letter until the Mergers and comply the other transactions contemplated by this Agreement are consummated (it being acknowledged that the commitments under the Commitment Letter may be reduced or terminated in accordance with the Financing LettersCommitment Letter in effect on the date hereof (provided that the aggregate proceeds of the Debt Financing, together with cash, cash equivalents and short-term marketable securities held by the Parent Entities, as of the First Effective Time, will be sufficient to enable Parent and/or HoldCo to pay all amounts required to be paid by them in cash in connection with the transactions contemplated by this Agreement, including the Preferred Stock Consideration and all payments, fees and expenses payable by them arising out of the consummation of the transactions contemplated by this Agreement, the Company Notes and the Credit Agreement)) and (ii) unless Parent or HoldCo shall have reduced the commitments under the Commitment Letter to zero in accordance with the immediately preceding clause (i), (x) timely negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined facilities contemplated by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing Commitment Letter on the terms and conditions set forth therein (or other terms agreed to by Parent, HoldCo and the lenders, subject only to the conditions (including restrictions on amendments to the market “flex” provisions) Commitment Letter set forth in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market “flex” provisions) set forth in the Debt Commitment Letterbelow), (iiiy) satisfy or cause to be waived on a timely basis all conditions applicable to Parent and Merger Sub in the Financing Letters and the definitive agreements related thereto (including by consummating the Equity Financing at or prior to the Closing on the terms and subject to the conditions HoldCo set forth in the Equity Funding Letter) (or, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), that are within its control and otherwise comply with its obligations thereunder and (ivz) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Mergersuch conditions, consummate the Financing Debt Financing. Parent and HoldCo shall take any and all actions necessary to obtain the confirmation of the counterparties to the Commitment Letter that such counterparties have completed and are satisfied with the results of all client identification procedures with respect to HoldCo that are required by such counterparties under the Commitment Letter as promptly as practicable. In the event that all conditions set forth in Section 9.01 and Section 9.02 have been satisfied or waived or, upon funding of the Debt Financing, shall have been satisfied or waived, Parent and HoldCo shall, and shall cause their Subsidiaries to, use reasonable best efforts to cause the lenders and Financing Sources providing the other Persons committing to fund the Debt Financing to fund on the Financing at Closing Date the ClosingDebt Financing. Parent and/or HoldCo shall pay, (v) enforce its rights or cause to be paid, as the same shall become due and payable, all fees and other amounts under the Commitment Letter. (b) Notwithstanding the foregoing, Parent and/or HoldCo may, in its sole discretion and at any time, replace all or any portion of the Debt Financing Letters and provided for in the definitive agreements relating Commitment Letter with one or more commitments from financial institutions to provide an equal or greater amount of debt financing to be made available on or prior to the Financing Closing Date without the prior written approval of the Company, provided, that Parent and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors HoldCo shall not, without the Company’s prior written consent of the Company(which consent shall not be unreasonably withheld or delayed), agree to or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the definitive agreements relating to the Financing if such termination, amendment, supplement, modification or waiver replacement which would (A) except as provided for in clause (i) of paragraph (a) above, reduce the aggregate amount of any portion cash amounts of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement discount) unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing would be below the amount Debt Financing, together with cash, cash equivalents and short-term marketable securities following such reduction is sufficient to pay for all amounts required to pay be paid by Parent or HoldCo in cash in connection with the Required AmountCompany Notes and Credit Agreement (to the extent consents or waivers pursuant to each are not obtained to the extent required) and the transactions contemplated by this Agreement, including the Preferred Stock Consideration and all payments, fees and expenses payable by them arising out of the consummation of the transactions contemplated by this Agreement or (B) impose new expand, amend, modify or additional conditions precedent to the availability waive any provision of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing Commitment Letter in a manner that in any such case would reasonably be expected to (1) materially delay or prevent make materially less likely the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) on the Closing Date or Date, (C2) materially adversely impact the ability of Parent or Merger Sub, as applicable, HoldCo to enforce its rights against the Financing Sources or any other parties to the Financing Letters Commitment Letter or (3) materially adversely affect the definitive agreements with respect ability of Parent, HoldCo or any of their Subsidiaries to timely consummate the Financingtransactions contemplated by this Agreement. Parent and HoldCo shall promptly deliver not amend, modify or agree to any waiver under the Commitment Letter without the prior written approval of the Company copies of any if such amendment, modification, supplement, consent modification or waiver to would have any of the effects described in clauses (A) or under any Financing (B) above; provided, that Parent and HoldCo may modify, supplement or amend the Commitment Letter or the definitive agreements relating to the Financing promptly upon execution thereof. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 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 (ix) seek add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter or the Debt Commitment Letter as of the date of this Agreement and (including y) implement or exercise any “market “flex” provisions contained thereinin the fee letter related to the Commitment Letter. Upon any replacement contemplated by this Section 7.07(b), (i) the definition of “Commitment Letter” set forth in this Agreement shall be deemed to have been modified as appropriate to reflect such replacement debt financing and any related commitment letter and (ii) any reference in this Agreement to the “Debt Financing” shall mean financing contemplated by the Commitment Letter as modified pursuant to clause (i) above. (c) If the Debt Financing in an aggregate principal amount (together with cash, cash equivalents and short-term marketable securities on hand) at least equal to all amounts required to be paid by Parent or HoldCo in cash in connection with transactions contemplated by this Agreement, including the Preferred Stock Consideration, Company Notes and Credit Agreement (to the extent consents or waivers pursuant to each are not obtained and to the extent required), and all payments, fees and expenses payable by them arising out of the consummation of the transactions contemplated by this Agreement becomes unavailable on the terms and conditions contemplated by the Commitment Letter, and such unavailable amount is reasonably required to make such payments required to be paid in connection with the transactions contemplated by this Agreement (such event, an “Original Financing Failure”), Parent and HoldCo shall promptly notify the Company in writing of the Original Financing Failure and Parent or HoldCo shall use its reasonable best efforts to arrange and obtain, as promptly as reasonably practicable, alternative financing from alternative sources on terms and conditions not materially less favorable, taken as a whole, to Parent or HoldCo than those contained in the Commitment Letter and the related fee letters and in an amount, when added with cash, cash equivalents and marketable securities of Parent and HoldCo, at least equal to the aggregate principal amount of the Debt 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. (a) Each of Parent and Merger Sub Buyer shall use its reasonable best efforts to take, or cause to be taken, all actions action and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain arrange the Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth described in the Financing LettersCommitments, including using its reasonable best efforts to (i) maintain in effect and comply with the Financing LettersCommitments, (ii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market “flex” provisions) set forth in the Debt Commitment Letter), (iii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub Buyer to obtaining the Financing as set forth in the Financing Letters and the Commitments that are within its control, (iii) negotiate definitive agreements related with respect thereto on the terms and conditions contemplated by the Financing Commitments, (including by consummating iv) comply with its obligations under the Equity Financing Commitments and definitive agreements with respect thereto, and (v) subject to the terms and conditions set forth in the Financing Commitments, consummate the Financing at or prior to the Closing on the terms and subject Closing. Notwithstanding anything in this Agreement to the conditions set forth in contrary, one or more Debt Financing Commitments may be superseded or amended at the Equity Funding Letter) option of Buyer after the date of this Agreement but prior to the Effective Time, by instruments, including all exhibits, schedules, annexes, documents containing “market flex” provisions binding on Buyer (orincluding redacted versions of any relevant fee letter), if necessary or deemed advisable by Parentany, seek amendments and replacements thereto (the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto“New Financing Commitments”), which replace existing Debt Financing Commitments and/or contemplate co-investment by or financing from one or more other or additional parties; provided that such New Financing Commitments shall not (iv) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the Closing, (v) enforce its rights under the Financing Letters and the definitive agreements relating to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors shall not, without the prior written consent of the Company, agree to or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the definitive agreements relating to the Financing if such termination, amendment, supplement, modification or waiver would (Ax) reduce the aggregate amount of any portion the Debt Financing below the amount (together with the Equity Commitments) required to consummate the transactions contemplated hereby, or (y) include changes that would make the consummation of the Debt Financing less likely or cause more than an immaterial delay in the consummation of the Debt Financing. In the event of such New Financing Commitments, the term “Financing Commitments” as used herein shall be deemed to include the Financing Commitments that are not so superseded at the time in question and the New Financing Commitments to the extent then in effect. Buyer shall promptly provide copies of all material documents related to the Financing (including by increasing the amount of fees other than any ancillary documents subject to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing would be below the amount required to pay the Required Amount, confidentiality agreements (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (C) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Letters or the definitive agreements with respect to the Financing. Parent shall promptly deliver to the Company excluding redacted copies of any amendment, modification, supplement, consent or waiver fee letters)) to or under any Financing Letter or the definitive agreements relating to the Financing promptly upon execution thereof. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 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 (i) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter or the Debt Commitment Letter (including any market “flex” provisions contained therein)Sellers.

Financing. (a) Each of Parent and Merger Sub shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange, obtain and consummate and obtain the Financing on the terms and subject only to the conditions (including the market “flex” provisions) not materially less favorable than those set forth in the Financing LettersLetters as promptly as practicable after the date of this Agreement, including using (and causing its Affiliates to use) reasonable best efforts to (i) subject to this clause (a) and clause (b) below, maintain in full force and effect and comply with the Financing Letters, (ii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing (such agreements, the “Definitive Financing Agreements”) on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable favorable, to Parent or Merger Sub than the terms and conditions (including market “flex” provisions) set forth in the Debt Commitment Letter), in each case, which terms shall not in any material respect expand on the conditions to the funding of the Financing at the Offer Closing and the Closing or reduce the Required Amount of the Financing available to be funded at the Offer Closing and the Closing (other than as contemplated by the Debt Financing Commitments), which Definitive Financing Agreements shall be in effect no later than the Offer Closing, (iii) satisfy on a timely basis (or obtain the waiver of) all conditions and covenants applicable to to, and in the control of, Parent and Merger Sub in the Financing Letters and the definitive agreements Definitive Financing Agreements related thereto (including by consummating the Equity Financing at or prior to the Offer Closing on the terms and subject to the conditions set forth in the Equity Funding Commitment Letter) (or, if reasonably necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter Financing Letters or such definitive agreements Definitive Financing Agreements related thereto), (iv) upon the satisfaction assuming that all conditions contained in any Financing Letter have been (or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Mergerwould substantially simultaneously be) satisfied, consummate the Financing at or prior to the Offer Closing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at or prior to the Closing, Offer Closing and (v) enforce its rights under the Financing Letters and the definitive agreements relating to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements Definitive Financing Agreements relating to the FinancingFinancing in all material respects. Parent, Merger Sub and the Guarantors Guarantor shall not, without the prior written consent of the Company, agree to or permit any termination of or amendment, supplement supplement, replacement or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the definitive agreements Definitive Financing Agreements relating to the Financing if such termination, amendment, supplement, replacement, modification or waiver would (A) reduce the aggregate amount of any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing would reasonably be expected to be below the amount required to pay the Required AmountAmount (when taken together with the Equity Financing), (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing Financing, in each case in a manner that would or would reasonably be expected to prevent or materially impede, interfere with, hinder or delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on or the Closing Date or consummation of the Transactions, (C) change the timing of the funding of the Financing thereunder, if such change would make such funding materially less likely to occur when required pursuant to the term of this Agreement or (D) materially and adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Letters or the definitive agreements Definitive Financing Agreements with respect to the FinancingFinancing (clauses (A) through (D), collectively, the “Prohibited Modifications”). For the avoidance of doubt, Parent and Merger Sub shall have the right from time to time to amend, supplement, replace, substitute, terminate or otherwise modify or waive its rights under any Debt Commitment Letter, including without limitation to (1) terminate any Debt Commitment Letter in order to obtain alternative sources of financing in lieu of all or a portion of the Debt Financing or (2) effect any Replacement Commitment Facility (as defined in the Debt Commitment Letter) or add and appoint additional arrangers, bookrunners, underwriters, agents, lenders and similar entities, to provide for the assignment and reallocation of a portion of the financing commitments contained therein and to grant customary approval rights to such additional arrangers and other entities in connection with such appointments; provided that no such amendment, supplement, replacement, substitution, termination, modification or waiver would be reasonably likely to effect a Prohibited Modification. Unless entered into for the purposes set forth in the preceding clause (2), Parent shall promptly deliver to the Company copies of any amendment, termination, modification, supplement, consent or waiver to or under any Financing Letter or the definitive agreements Definitive Financing Agreements relating to the Financing promptly upon execution thereof. (b) Upon request by the Company, Parent shall keep the Company informed on a reasonably prompt basis and in reasonable detail of the status of its efforts to arrange the Financing and provide to the Company drafts (reasonably in advance of execution) and thereafter complete, correct and executed copies of the material Definitive Financing Agreements for the Financing. Parent and Merger Sub shall give the Company prompt notice of (i) any material breach or default, or any termination, cancellation or repudiation by any party to any of the Financing Letters or definitive documents related to the Financing (including the Definitive Financing Agreements) of which Parent or Merger Sub becomes aware, (ii) the receipt by Parent or Merger Sub of any written notice or other written communication from any Financing source with respect to any (A) material breach or default, or any termination, 62 cancellation or repudiation by any party to any of the Financing Letters or any definitive document related to the Financing (including the Definitive Financing Agreements) of any provisions of the Financing Letters or any definitive document related to the Financing (including the Definitive Financing Agreements) or (B) material dispute or disagreement between Parent and any Financing source or among any parties to any of the Financing Letters or any definitive document related to the Financing (including the Definitive Financing Agreements), in each case regarding the Financing, and (iii) the occurrence of an event or development that would or would reasonably be expected to adversely impact the ability of Parent or Merger Sub to obtain all or any portion of the Financing necessary to fund the Required Amount on the terms and in the manner contemplated by the Financing Letters; provided that no such notification shall affect any of the representations, warranties, covenants, rights or remedies of, or the conditions to the obligation of, the parties hereunder. As soon as reasonably practicable, but in any event within two (2) Business Days of the date the Company delivers to Parent or Merger Sub a written request, Parent and Merger Sub shall provide any information reasonably requested by the Company relating to any circumstance referred to in the immediately preceding sentence. If any portion of the Debt Financing necessary to fund the Required Amount becomes unavailable on the terms and conditions (including any applicable market “flex” provisions) contemplated by the Debt Commitment Letter, (x) Parent shall promptly notify the Company in writing and (y) Parent and Merger Sub shall (other than as a result of the Company’s material breach of any provision of this Agreement or failure to satisfy the conditions set forth in clause (c) below) use their reasonable best efforts to arrange and obtain, as promptly as practicable, in replacement thereof alternative financing (the “Alternative Financing”) from alternative sources in an amount sufficient to fund the Required Amount with terms and conditions (including market “flex” provisions) not materially less favorable to Parent and Merger Sub (or their respective Affiliates) than the terms and conditions set forth in the Debt Commitment Letter and Parent shall deliver to the Company true and complete copies of the alternative debt commitment letters (including fee letters that may be delivered in redacted form removing only the fee information, all “market flex” information, all “securities demand” terms, and other economic terms in a customary manner) pursuant to which any such alternative source shall have committed to provide any portion of the Debt Financing; provided, that, any such alternative debt commitment letter will not (i) involve any conditions to funding of the Debt Financing that are not contained in the Debt Commitment Letter or (ii) reasonably be expected to prevent or materially impede, interfere with, hinder or delay the consummation of the Transactions. Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 5.04 shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub its Affiliates be deemed or construed required to require, either Parent or Merger Sub to (i) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) pay any material fees or any interest rates applicable to the Debt Financing in excess of those contemplated by the Equity Funding Letter or the Debt Commitment Letter as in effect on the date hereof (including the market “flex” provisions) or agree to any material term (including any market “flex” provisions term) less favorable to Parent than such term contained thereinin the Debt Commitment Letter as in effect on the date of this Agreement (including the market “flex” provisions). For purposes of this Agreement, other than with respect to representations in this Agreement made by Parent and Merger Sub that speak as of the date of this Agreement, references to (x) the “Financing” shall include the financing contemplated by the Financing Letters as permitted to be amended, modified, supplemented, substituted or replaced by this Section 5.10, (y) references to the “Debt Commitment Letter” shall include such documents as permitted to be amended, modified, supplemented or replaced by this Section 5.10 and (z) references to “Debt Financing” shall include the debt financing contemplated by the Debt Commitment Letter as permitted to be amended, modified, supplemented, substituted or replaced by this Section 5.10. (c) Prior to the earlier of the Closing Date or termination of this Agreement in accordance with Article VII, the Company shall use its reasonable best efforts to provide, and to cause its Subsidiaries to use reasonable best efforts to provide, to Parent and Merger Sub, in each case at Parent’s sole cost and expense, such reasonable cooperation as may 63 be reasonably requested by Parent that is necessary or reasonably advisable in connection with the arrangement of the Debt Financing, including using its reasonable best efforts to: (i) cause the applicable independent auditors to provide reasonable and customary assistance and cooperation in connection with the Debt Financing, including, (A) rendering customary “comfort letters” under AU Section 634 (or other applicable standard) for a public offering or a Rule 144A private placement of debt securities with respect to financial information contained in the offering materials relating to the Debt Financing, including providing customary representations to such auditors and furnishing drafts of such comfort letters (which shall provide “negative assurance” comfort) which such auditors are prepared to issue upon completion of customary procedures and (B) providing consents for use of their reports in any filings required to be made by Parent pursuant to the Securities Act or the Exchange Act, where such financial information is included; (ii) inform Parent if the Company or its Subsidiaries shall have actual knowledge of any facts that would be reasonably likely to require the restatement of any financial statements comprising a portion of the Required Information in order for such financial statements to comply with GAAP or to otherwise satisfy the requirements of Section 5.10(e); (iii) upon reasonable advance notice, participate in a reasonable number of investor and lender meetings (including a reasonable and limited number of one-on-one meetings and calls that are requested in advance with or by the parties acting as lead arrangers or agents for, and prospective lenders and purchasers of, the Debt Financing), drafting sessions, due diligence sessions (including accounting due diligence sessions), presentations and sessions with rating agencies in connection with the Debt Financing at reasonable times to be mutually agreed and provided that any such meetings or presentations and sessions shall be limited to teleconference or virtual meeting platforms; (iv) promptly, and upon reasonable advance notice, assist Parent in obtaining any corporate or facility ratings from any ratings agencies contemplated by the Debt Financing and with the preparation by Parent and the Lender Related Parties of materials for (A) rating agency presentations, offering documents and private placement memoranda and (B) customary bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda executed by a senior officer of the Company authorizing the distribution of information to prospective lenders or investors and containing (1) a representation to the Lender Related Parties that the public side versions of such documents, if any, do not include material non-public information about the Company or its Subsidiaries or their securities and (2) a “10b-5” representation by the Company consistent with the Debt Commitment Letter), offering documents (including an offering memorandum for high yield debt securities), and similar documents required in connection with the Debt Financing; provided that any such ratings agency presentations, customary bank information memoranda, offering documents, and similar customary documents that include disclosure and financial statements with respect to the Company and/or its Subsidiaries shall only reflect the Surviving Corporation and/or its Subsidiaries as the obligor(s) and no such ratings agency presentations, bank information memoranda or similar marketing documents shall be issued by the Company or any of its Subsidiaries; (v) (x) execute and deliver as of (but not effective prior to) the Closing any credit agreements, indentures, pledge and security documents, other definitive financing documents or other certificates or documents as may be reasonably requested by Parent and (y) otherwise reasonably facilitate the obtaining of guarantees and the pledging of collateral, including executing and delivering any customary guarantee, pledge and security documents and other documents to facilitate any guarantee, obtaining and perfection of security interests in collateral from and after the Closing (including delivery to the Lender Related Parties at the Closing of all certificates representing outstanding equity interests of the Company and each of its Subsidiaries); provided that (A) none of the documents or certificates shall be executed and/or delivered except in connection with the Closing, (B) the effectiveness thereof shall be conditioned upon, or become operative after, the occurrence of the Closing and (C) no liability shall be imposed on the Company or any of its

Financing. (a) Each of Parent shall, and Merger Sub shall cause its Subsidiaries to, use reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate the Debt Financing or any Substitute Financing in an amount sufficient, together with cash on hand or other sources of funds of Parent, to consummate the Merger and obtain the Financing on other transactions contemplated hereby no later than the terms and subject only Closing, including, to the conditions (including extent necessary to consummate the market “flex” provisions) set forth in the Financing LettersMerger and such other transactions, including using reasonable best efforts to (i) (A) maintain in effect the Debt Commitment Letter and in all material respects comply with the Financing Lettersall of their respective obligations thereunder and (B) negotiate, (ii) negotiate and enter into and deliver definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing on reflecting the terms and subject only to the conditions (including the market “flex” provisions) set forth contained in the Debt Commitment Letter (or on with other terms thatagreed by ▇▇▇▇▇▇ and the Financing Sources, with respect subject to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market “flex” provisions) set forth in restrictions on amendments of the Debt Commitment LetterLetter set forth below), so that such agreements are in effect no later than the Closing and (iiiii) satisfy on a timely basis all the conditions applicable to Parent and Merger Sub in the Debt Financing Letters and the definitive agreements related thereto that are in Parent’s (including by consummating or its Subsidiaries’) control. In the Equity Financing at or prior to the Closing on the terms and subject to the event that all conditions set forth in the Equity Funding Letter) (Section 9.01 and Section 9.02 have been satisfied or waived or, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver funding of the conditions Debt Financing, shall have been satisfied or waived, Parent shall, and shall cause its Subsidiaries to, use reasonable best efforts to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and Persons providing the other Persons committing to fund the Debt Financing to fund the Financing at the Closing, (v) enforce its rights under the Financing Letters and the definitive agreements relating to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors shall not, without the prior written consent of the Company, agree to or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the definitive agreements relating to the Financing if such termination, amendment, supplement, modification or waiver would (A) reduce the aggregate amount of any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing would be below the amount required to pay the Required Amount, (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (C) adversely impact the ability of Parent or Merger Sub, as applicableDebt Financing, to enforce its rights against the extent the proceeds thereof are required to consummate the Merger and the other parties to the Financing Letters or the definitive agreements with respect to the Financingtransactions contemplated hereby. Parent shall promptly deliver pay, or cause to be paid, as the same shall become due and payable, all fees and other amounts under the Debt Commitment Letter. (b) Parent shall keep the Company reasonably informed on a timely basis of the status of Parent’s and its Subsidiaries’ efforts to obtain the Debt Financing and to satisfy the conditions thereof, including providing copies of any amendment, modification, supplement, consent modification or waiver to or under any Financing Letter or the definitive agreements relating to the Financing promptly upon execution thereof. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 shall require, and in no event shall the reasonable best efforts replacement of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to (i) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter or the Debt Commitment Letter (including provided, that any fee letter may be redacted to remove the fee amounts, the rates and amounts included in the “market “flex” provisions contained therein).and other economic terms that could not adversely affect the conditionality, enforceability, termination or aggregate principal amount of the Debt Financing) and shall give the Company prompt notice of any fact, change, event or circumstance that is reasonably likely, individually or in the aggregate, to have a material adverse impact on the Debt Financing necessary to satisfy all of Parent’s and its Subsidiaries’ obligations under this Agreement, including, promptly after obtaining knowledge thereof, providing the Company written notice of any (A) material breach or default by a Financing Source or any party to any definitive document related to the Debt Financing of the Debt Commitment Letter or any definitive document related to the Debt Financing, (B) actual or threatened withdrawal, repudiation or termination in writing of the Debt Commitment Letter or the Debt Financing by the Financing Sources or (C) material dispute or disagreement between or

Financing. (a) Each of Parent and Merger Sub shall use commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper necessary or advisable to consummate and obtain obtain, no later than the Closing Date, the proceeds of the Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth described in the Financing Commitment Letters, including using reasonable best efforts to (i) maintain maintaining in effect the Commitment Letters in accordance with and comply with subject to the Financing Lettersterms and conditions set forth therein (it being understood that the Commitment Letters may be replaced or amended as provided below), (ii) negotiate and enter into negotiating definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing on (the “Definitive Agreements”) that reflect the terms and subject only conditions in the Debt Commitment Letter or such other terms that may be acceptable to Parent or the Lenders, provided that, such other terms shall not be permitted to the extent they constitute Restricted Terms (as defined below) and seeking to obtain such other terms shall not be permitted if it could reasonably be expected to materially prevent, impair or delay the Closing, (iii) satisfying on a timely basis (or obtaining a waiver of) all conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter (or on other terms thatthan those conditions that by their nature are to be satisfied at the Closing, with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market “flex” provisions) set forth in the Debt Commitment Letter), (iii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub in the Financing Letters and the definitive agreements related thereto (including by consummating the Equity Financing at or prior to the Closing on the terms and but subject to the conditions set forth in the Equity Funding Letter) (or, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver of such conditions at the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer Closing) and the Merger, consummate Definitive Agreements applicable to Parent or its Affiliates that are within their control and (iv) complying with the covenants applicable to it in the Commitment Letters and in the Definitive Agreements for the Financing and that are within its control to the extent the failure to comply with such covenants could adversely impact the amount, certainty or timing of the Financing or the availability of the Financing at the Closing. In the event that all conditions contained in the Commitment Letters have been satisfied (other than, with respect to the Debt Financing, the availability of the Cash Equity), Parent shall use commercially reasonable efforts to cause the lenders Lenders and the other Persons committing to fund the Financing Equity Investor to fund the Financing at the Closing. Other than amendments, (v) enforce its rights under the Financing Letters and the definitive agreements relating modifications or supplements to add lenders, lead arrangers, bookrunners, syndication agents or similar entities as parties to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. ParentDebt Commitment Letter, Merger Sub and the Guarantors Parent shall not, without the prior written consent of the CompanyCompany (which shall not be unreasonably withheld, agree to conditioned or delayed) permit any termination of or amendment, supplement amendment or modification to be made to, or grant any waiver of any material provision or remedy under, the Financing Commitment Letters or the definitive agreements relating to the Financing Definitive Agreements if such termination, amendment, supplementmodification, modification waiver or waiver would remedy (A) reduce adds new (or expands or adversely modifies any existing) conditions to the aggregate amount of any portion consummation of the Financing Financing, (including by increasing B) reduces the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing to an amount that would be below less than the amount that would be required to pay the Required AmountFinancing Amount (unless, (B) impose new or additional conditions precedent in the case of a reduction to the availability Debt Financing, the Cash Equity is increased by the amount of any such reduction (such additional amount of Cash Equity, the Financing or otherwise expand“Additional Cash Equity”)), amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (C) adversely impact affects the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Commitment Letters or the Definitive Agreements in any material respect, (D) adversely affect the ability of Parent or its Affiliates to enforce or cause the enforcement of its rights under the Financing in any material respect, (E) allow for the early termination of the Debt Commitment Letter, or (F) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other Contemplated Transactions (clauses (A) through (F), collectively, the “Restricted Terms”). In the event that any portion of the Debt Financing becomes unavailable (or Parent reasonably expects may become unavailable) on the terms and conditions in the Debt Commitment Letter or on such other terms not materially less favorable to Parent (unless the Cash Equity is increased by a corresponding amount), regardless of the reason therefor (other than the right of Parent to terminate this Agreement pursuant to Section 7.4 hereof), Parent will use commercially reasonable efforts to (x) obtain alternative debt financing (in an amount, when taken together with the Cash Equity, at least equal to the Financing Amount) from the same or other sources on terms and conditions that are not materially less favorable in the aggregate to Parent (in Parent’s reasonable discretion) than those contained in the Debt Commitment Letter (the “Alternative Debt Financing”), provided that such Alternative Debt Financing shall not include any Restricted Terms and (y) promptly notify the Company of such unavailability and the reason therefor. For the purposes of this Agreement (other than as expressly provided otherwise), the term “Debt Financing” shall be deemed to include any Alternative Debt Financing arranged in compliance herewith, and the terms “Debt Commitment Letter” and “Definitive Agreement” shall be deemed to include any commitment letter (or similar agreement) or definitive agreements agreement with respect to any such Alternative Debt Financing; provided, that, notwithstanding anything to the contrary herein, in no event shall any Alternative Debt Financing or amendment with respect to the Financing. Debt Commitment Letter be deemed to materially and adversely expand the obligations set forth in this Section 5.20 of the Company and its Subsidiaries. (b) Parent shall promptly deliver to notify the Company copies in writing (i) of any amendmentbreach or default by any party to any Commitment Letter, modification, supplement, consent or waiver to or under (ii) of the receipt by any Financing Letter or the definitive agreements relating to the Financing promptly upon execution thereof. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed any of their Affiliates of any written notice from any Debt Financing Source with respect to requireany actual or threatened breach, either dispute, termination or repudiation by any party to any Commitment Letter (but excluding in each case, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any Definitive Agreement with respect thereto), (iii) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing necessary to fund the Financing Amount (taking into account the Cash Equity) on the terms (or on such other terms not materially less favorable to Parent), in the manner or from the sources contemplated by the Commitment Letters at or prior to the time that the Closing is required to occur pursuant to the terms hereof and (iv) of the termination or expiration of the Debt Commitment Letter. Upon the request of the Company, Parent shall keep the Company reasonably informed (and provide information reasonably requested by the Company) including, without limitation, relating to any circumstance referred to in clause (i) seek through (iv) of the Equity Financing from immediately preceding sentence; provided that Parent shall not be obligated to provide any source information that would jeopardize any attorney-client privilege on a reasonably current basis of the status of its efforts to consummate the Financing. Notwithstanding the foregoing, compliance by Parent with this Section 5.20(b) shall not relieve Parent of its obligation to consummate the Contemplated Transactions. (c) Notwithstanding anything to the contrary, nothing in this Section 5.20 shall require (i) funding of any equity financing other than the counterparties toCash Equity portion of the Financing (including any Additional Cash Equity), (ii) the incurrence of any debt financing other than the Debt Financing or any Alternative Debt Financing, or (iii) the payment of fees in any amount connection with the Debt Financing or the Cash Equity portion of the Financing in excess of that contemplated by, the Equity Funding Letter, or (ii) pay any material fees in excess of those amounts contemplated by the Equity Funding Letter or the Debt Commitment Letter and Equity Commitment Letter. (d) Prior to the Closing, (i) with respect to the Company Credit Agreements the Company shall, and shall cause its Subsidiaries to obtain from the Company’s existing banking lenders under the Company Credit Agreements (or the relevant agent therefor) customary payoff letters, lien releases and instruments of termination or discharge, if applicable, in form and substance reasonably satisfactory to the Parent, at least one (1) Business Day prior to the Closing Date (and shall use commercially reasonable efforts to obtain drafts of such customary payoff letters by the date that is at least five (5) Business Days prior to the Closing Date), and (ii) with respect to the Company Convertible Notes, the Company shall comply with Section 5.21. Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to provide, and shall cause its Representatives to use their reasonable best efforts to provide, all cooperation reasonably requested by Parent in connection with the arrangement of the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; it being understood and agreed that the actions set forth in clauses (i) through (vii) of this Section 5.20(d) do not so unreasonably interfere), including, but not limited to, using reasonable best efforts to, upon Parent’s request: (i) participate in a reasonable number of virtual meetings, conference calls, presentations and due diligence sessions with arrangers, potential lenders and/or rating agencies, at reasonable times and locations mutually agreed, and upon reasonable notice; (ii) assist Parent with the preparation of customary rating agency presentations and investor and lender presentations required in connection with the Debt Financing; (iii) assist Parent in connection with the preparation of (but not executing prior to the Closing) any loan agreement, guarantees, pledge and security documents and other definitive financing documents as may be reasonably requested by Parent or the Lenders and otherwise reasonably cooperating with Parent and the Lenders in facilitating the pledging of collateral and the granting of security interests relating to the collateral if required by the Debt Commitment Letter, it being understood that such documents will not take effect until the Closing; (iv) provide or obtain customary closing and perfection certificates and insurance, in each case, as reasonably requested by Parent provided that they are contingent on the completion of the Debt Financing; (v) take all corporate and other customary actions, subject to the occurrence of the Closing, reasonably requested by Parent to permit the consummation of the Debt Financing; (vi) furnish Parent with the Required Information; and (vii) at least three (3) Business Days prior to the Closing Date, provide 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 that relates to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and customary beneficial ownership certifications. The foregoing notwithstanding, nothing in this Section 5.20 or otherwise shall require (i) any persons who are directors of the Company or any of its Subsidiaries prior to the Closing Date to pass resolutions or consents to approve or authorize any aspect of the Debt Financing to the extent they are not continuing in the same role following the Closing Date; (ii) the Company and its Subsidiaries to pass resolutions or consents to approve or authorize any aspect of the Debt Financing prior to the Closing that is not contingent on the occurrence of the Closing; (iii) the Company or any of its Subsidiaries or any of their respective Representatives to enter into any agreement (other than customary authorization letters and KYC/beneficial ownership certification documentation) or undertake any obligation which becomes effective prior to the Closing and that is not contingent on the occurrence of the Closing; (iv) the Company or any of its Subsidiaries to pay any commitment or other similar fee or incur any other cost or expense, in each case prior to the Closing that is not contingent on the occurrence of the Closing; (v) the Company, any Subsidiary or any Representative thereof to deliver any opinion or solvency certificate; (vi) the Company or any of its Subsidiaries to take any action that could reasonably be expected to (A) conflict with, or result in any violation or breach of, or default under, the organizational documents thereof, any applicable Law, or any material contract to which it is a party; (B) result in the waiver of any legal privilege or (C) cause any condition to the Closing set forth in Article VI to not be satisfied; (vii) any Representative of the Company to deliver any certificate or take any other action in any personal capacity; (viii) the preparation of quarterly or annual financial statements for the Company with a different fiscal quarter end or fiscal year end than the Company’s current fiscal quarter end and fiscal year end dates; or (ix) the Company or any of its Subsidiaries to provide or cause to be provided any Excluded Information or any other financial information other than the Required Information. (e) Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and reasonably documented out-of-pocket costs and expenses (including reasonable and reasonably documented out-of-pocket attorneys’ fees) incurred by the Company or any market “flex” of its Subsidiaries or their respective Representatives in connection with the cooperation contemplated by this Section 5.20(e) (other than the preparation of its normal quarterly and annual financial statements). Parent shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs, charges or expenses (including reasonable attorneys’ fees), suffered or incurred by them in connection with (i) the Debt Financing (including the arrangement or obtaining thereof), (ii) any action taken by them pursuant to this Section 5.20(e), or (iii) any information utilized in connection with the Debt Financing except with respect to any historical financing statements or other information provided by or on behalf of the Company or any of its Subsidiaries in writing specifically for use in connection with any Debt Financing, except to the extent resulting from the gross negligence, fraud or willful misconduct of the Company or any of its Subsidiaries or Representatives, arising from incorrect or misleading information provided by Company or any of its Subsidiaries or Representatives, or to the extent that the indemnity relates to matters with respect to which the Parent is entitled to indemnity hereunder. (f) Notwithstanding anything to the contrary, the Company shall be deemed to have complied with Section 5.20(d) for all purposes of this Agreement (including Article III) unless the Debt Financing has not been obtained primarily as a result of the Company’s breach of its obligations under Section 5.20(d). For the avoidance of doubt, the parties acknowledge and agree that (i) the provisions contained therein)in Section 5.20(d) represent the sole obligation of the Company and its Subsidiaries and their respective Representatives with respect to cooperation in connection with the arrangement of the Debt Financing, and no other provision of this Agreement (including the exhibits and schedules hereto) shall be deemed to expand or modify such obligations and (ii) any action taken or omitted to be taken by the Company or its Subsidiaries with respect to the matters contemplated by this Section 5.20 will not be taken into account for purposes of determining whether any condition to the transactions contemplated hereby has been satisfied. (g) All non-public or otherwise confidential information regarding the Company or any of its Subsidiaries obtained by Parent or its Representatives pursuant to this Section 5.20 shall be kept confidential in accordance with the Confidential Disclosure Agreements; it being understood that Parent and its Representatives may disclose such information to its Debt Financing Sources. The Company hereby consents to the reasonable and customary use of its and its 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 any of the Subsidiari

Financing. (a) Each of Parent and Merger Sub Buyer shall use its, and shall cause its controlled Affiliates to use their, reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Financing LettersCommitment Papers contemporaneously with the Closing, including by using its reasonable best efforts to (i) maintain in effect and comply with the Financing LettersCommitment Papers, (ii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection Financing (the “Definitive Agreements”) consistent with the funding of the Debt Financing) with respect to the Debt Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market “flex” provisions) set forth contained in the Debt Commitment Letter), Papers and (iii) if all of the conditions to the Closing contained in Article VI are satisfied or waived (other than those conditions that by their terms are to be satisfied or waived at the Closing or will be satisfied or waived upon funding) and the Marketing Period has ended, satisfy on a timely basis all conditions applicable to Parent and Merger Sub in the Financing Letters and the definitive agreements related thereto (including by consummating the Equity Financing at or prior to the Closing on the terms and subject to the Date all conditions set forth in the Equity Funding Letter) (or, if necessary or deemed advisable by Parent, seek Commitment Papers and the waiver of Definitive Agreements and comply with its obligations thereunder. In the event that all conditions applicable to Parent and Merger Sub contained in such Debt the Commitment Letter Papers or such definitive agreements related thereto), the Definitive Agreements (iv) upon other than the satisfaction or waiver consummation of the conditions Transaction and other than those that by their nature are to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing be satisfied at the Closing) have been satisfied or waived, (v) Buyer shall use its reasonable best efforts to enforce its rights under the Financing Letters and Commitment Papers, including using reasonable best efforts to cause the definitive agreements relating Lender Related Parties to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other their respective obligations under the Financing Letters and the definitive agreements relating thereunder, including to fund the Financing. Parent, Merger Sub and the Guarantors Buyer shall not, without the prior written consent of the CompanySeller, agree to or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the definitive agreements relating to the Financing Commitment Papers if such termination, amendment, supplement, modification or waiver would (A) reduce the aggregate amount of any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing would be below the amount required to pay the Required AmountFinancing, (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially prevent, impede or delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or , (C) adversely impact the ability of Parent or Merger Sub, as applicable, Buyer to enforce its rights against the other parties to the Financing Letters Commitment Papers or (D) would otherwise reasonably be expected to prevent or impede or delay the definitive agreements funding of the Financing, provided, that at Closing, Buyer may reduce the commitments under the Commitment Papers substantially contemporaneously with respect the payment of all amounts due at Closing to the Financingextent Buyer is using funds other than proceeds of the Financing to make such payments. Parent Buyer shall promptly deliver to the Company Seller true and complete copies of any amendment, modification, supplement, consent or waiver to or under any Financing Letter or the definitive agreements relating to the Financing Commitment Papers promptly upon execution thereof. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 . (b) Buyer shall require, keep Seller informed on a reasonably prompt basis and in no event reasonable detail of the status of its efforts to arrange the Financing. Without limiting the generality of the foregoing, Buyer shall the reasonable best efforts give Seller prompt written notice of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to (i) seek any actual or threatened breach, default, termination, cancellation or repudiation by any party to the Equity Financing Commitment Papers and the receipt of any written notice or other written communication from any source other than Financing Source with respect to any breach, default, termination, cancellation or repudiation by any party to the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding LetterCommitment Papers, or (ii) pay the occurrence of an event or development that could reasonably be expected to adversely affect the ability of Buyer to obtain all or any material fees portion of the Financing on the Closing Date to the extent necessary to fund the Closing Cash Consideration. As soon as reasonably practicable after Seller delivers to Buyer a written request, ▇▇▇▇▇ shall provide any information reasonably requested by Seller relating to any circumstance referred to in excess of those contemplated by the Equity Funding Letter or immediately preceding sentence. If the Debt Commitment Letter Financing becomes unavailable on the terms and conditions (including any applicable market “flex” provisions contained thereinprovisions) contemplated by the Commitment Papers (other than solely as a result of Seller’s material breach of any covenant in this Section 5.22)., Buyer shall (i) use its reasonable best efforts to arrange and obtain, in replacement thereof alternative financing (the “Alternative Financing”) in an amount, when combined with cash on hand of Buyer or otherwise available to Buyer through its existing credit facilities, sufficient to consummate the Transaction with (a) terms (including market “flex” provisions) (taken as a whole) not materially less favorable to Buyer (or its Affiliates) than the terms set forth in the Commitment Papers, and (b) conditions (taken as a whole) not less favorable to Buyer (or its Affiliates) than the conditions set forth in the Commitment Papers and (ii) promptly notify Seller of such unavailability and the reason

Financing. (a) Each Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate arrange and obtain the Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Financing Letters, including using reasonable best efforts to (i) maintain in effect and comply with the Financing Letters, (ii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing on the terms and subject only conditions described in the Financing Agreements, including: (i) maintaining in effect the Financing Agreements; (ii) satisfying on a timely basis all conditions applicable to Parent and Merger Sub in the Financing Agreements that are within its control, including without limitation paying when due all commitment fees and other fees arising under the Financing Agreements as and when they become due and payable thereunder; (iii) consummating the financing contemplated by the Financing Agreements (including causing the Fund Provider to fund the Debt Financing at the Effective Time) at or prior to the Closing (and in any event prior to the Outside Date); and (iv) fully enforcing the parties’ obligations (and the rights of Parent and Merger Sub) under the Financing Agreements. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Financing Agreements, Parent and Merger Sub shall (x) promptly notify the Company and (y) use their respective reasonable best efforts to amend or modify any of the Financing Agreements, and/or arrange and obtain as promptly as practicable following the occurrence of such event, alternative financing from alternative sources in an amount sufficient to consummate the transactions contemplated by this Agreement, including the market “flex” provisions) Merger, with terms and conditions that are no less favorable from the standpoint of the Company in any material respect than those the terms and conditions set forth in the Debt Commitment Letter Financing Agreement as in effect on the date of this Agreement (or on other terms the “Alternative Financing”); provided, that, with respect notwithstanding anything to conditionalitythe contrary in this Section 6.3 or in any other provision of this Agreement, are not less favorable to in no event shall Parent or Merger Sub than be required by the terms and conditions of the Financing Agreements or, if applicable, the Alternative Financing Agreements to amend or waive any of the terms or conditions hereof. Parent shall deliver to the Company true and complete copies of all Contracts or other arrangements pursuant to which any alternative sources shall have committed to provide the Alternative Financing (including market the “flex” provisionsAlternative Financing Agreements”) set forth as promptly as practicable after execution. (b) To the extent the Alternative Financing has been arranged, and subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable to: (i) maintain in effect the Debt Commitment Letter), Alternative Financing Agreements; (iiiii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub in the Alternative Financing Letters Agreements that are within their control, including without limitation paying when due all commitment fees and other fees arising under the definitive agreements related thereto Alternative Financing Agreements as and when they become due and payable thereunder; (including by iii) consummating the Equity financing contemplated by the Alternative Financing Agreements at or prior to the Closing on (and in any event prior to the Outside Date); and (iv) fully enforcing the parties’ obligations (and the rights of Parent and Merger Sub) under the Alternative Financing Agreements. (c) Subject to the terms and subject to the conditions set forth in the Equity Funding Letter) (orof this Agreement, if necessary or deemed advisable by Parent, seek the waiver each of conditions applicable to Parent and Merger Sub contained shall not (in such Debt Commitment Letter any case whether by action or such definitive agreements related thereto), (ivinaction) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the Closing, (v) enforce its rights under the Financing Letters and the definitive agreements relating to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors shall not, without the prior written consent of the Company, agree to or permit any termination of or amendmenttermination, supplement release, amendment or modification to be made to, or grant any waiver of, any provision under the Financing Agreements or, if applicable, the Alternative Financing Agreements without the prior written consent of the Company (or, if in existence, the Special Committee). Parent shall promptly (and in any event within one (1) Business Day) notify the Company of (i) the expiration or termination (or attempted or purported termination, whether or not valid) of any provision underFinancing Agreements, (ii) any breach of any material provisions of any of the Financing Letters Agreements, by any party thereto or (iii) any refusal by the definitive agreements relating parties to the Financing if such terminationAgreements, amendmentto provide, supplement, modification or waiver would (A) reduce any stated intent by the aggregate amount of any portion of parties to the Financing (including Agreements to refuse to provide, or any expression of concern or reservation by increasing the amount of fees to be paid or original issue discount as compared parties to the fees and original issue discount Financing Agreements regarding their obligation and/or ability to provide, the full financing contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing would be below the amount required to pay the Required Amount, (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (C) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Letters or the definitive agreements with respect to the FinancingAgreements. Parent shall promptly deliver to keep the Company copies informed on a reasonably current basis of the status of Parent’s efforts to arrange any amendment, modification, supplement, consent or waiver to or under any Financing Letter or the definitive agreements relating to the Financing promptly upon execution thereof. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 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 (i) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter or the Debt Commitment Letter (including any market “flex” provisions contained therein)Alternative Financing.

Financing. (a) Each of Parent and Merger Sub 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, advisable or proper or advisable to arrange, obtain and consummate and obtain the Financing contemplated by the Commitment Letter on or prior to the Closing Date on the terms and subject only conditions (including, to the extent applicable, the “flex” provisions) described in the Commitment Letter and any related Fee Letter (or on other terms that, with respect to conditionality, are not less favorable to Buyer than the terms and conditions (including the market any “flex” provisions) set forth in the Commitment Letter, and, with respect to amount, are in an amount not below the Acquisition Financing LettersAmount (“Acceptable Financing Terms”)), including by: (i) maintaining in effect and enforcing its rights under the Commitment Letter and any Definitive Debt Financing Agreements, (ii) using reasonable best efforts to satisfy on a timely basis (itaking into account the anticipated timing of the Marketing Period) maintain in effect and comply with all conditions to the funding of the Financing Lettersset forth in the Commitment Letter and the Definitive Debt Financing Agreements that are within its control (or, if deemed advisable by Buyer, seeking the waiver of conditions applicable to Buyer contained in the Commitment Letters and such Definitive Debt Financing Agreements) and (iiiii) using reasonable best efforts to negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent necessary or advisable to be reasonably likely to be necessary in connection with ensure that the funding of thereof (if required to fund the Debt FinancingAcquisition Financing Amount) will occur on the Closing Date) with respect to the Financing on Acceptable Financing Terms (the “Definitive Debt Financing on the terms and subject only to the conditions Agreements”). (including the market “flex” provisionsb) set forth in the Debt Commitment Letter Buyer shall (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market “flex” provisions) set forth in the Debt Commitment Letter), (iii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub in the Financing Letters and the definitive agreements related thereto (including by consummating the Equity Financing at or prior to the Closing on the terms and subject to the conditions set forth in the Equity Funding Letter) (or, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), (ivi) upon the satisfaction or waiver written request of the conditions Seller, keep the Seller informed in reasonable detail of the status of its efforts to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the Closing, (v) enforce its rights under the Financing Letters and the definitive agreements relating to arrange the Financing and (viii) otherwise comply give the Seller prompt notice of (x) any material breach or default, by any party to the Commitment Letter, of which ▇▇▇▇▇ becomes aware or (y) the receipt of any written notice from any Financing provider with Parentrespect to any breach of any of Buyer’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating Commitment Letter. (c) Prior to the Financing. ParentClosing, Merger Sub and the Guarantors Buyer shall not, without the prior written consent of the Company, not agree to or permit any termination termination, amendment, replacement, supplement or other modification of, or waive any of its rights under, the Commitment Letter or Definitive Debt Financing Agreements without the Seller’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that Buyer may, without the Seller’s prior written consent, (i) enter into any amendment, supplement or other modification to be made to, or grant any waiver of any provision under, of the Commitment Letter or Definitive Debt Financing Letters or the definitive agreements relating to the Financing if such termination, amendment, supplement, modification or waiver would Agreements that does not (A) reduce the aggregate amount of any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate Commitment Letter to an amount of the Financing would be below the amount required to pay the Required Acquisition Financing Amount, (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (C) and adversely impact affect the ability of Parent Buyer to enforce its rights against other parties to the Commitment Letter or Merger Subthe Definitive Debt Financing Agreements as so amended, supplemented, or otherwise modified, relative to the ability of Buyer, as applicable, to enforce its rights against the other parties to the Financing Letters Commitment Letter as in effect on the date hereof or (C) impose new or additional conditions or expand any of the definitive agreements with respect conditions to the availability of the Financing, make the timely funding of the Financing or satisfaction of the conditions to obtaining the Financing on or prior to the Closing Date less likely to occur or otherwise prevent, materially delay or impede the consummation of the Share Purchase (the limitations set forth in these clauses (A), (B) and (C), the “Prohibited Financing Amendments”), and (ii) amend, replace, supplement or otherwise modify the Commitment Letter to add lenders, lead arrangers, book runners, syndication agents or similar entities that had not executed the Commitment Letter as of the date of this Agreement. Parent Upon any such amendment, supplement or modification, the terms “Commitment Letter” and “Definitive Debt Financing Agreement” shall mean the Commitment Letter or Definitive Debt Financing Agreement, as applicable, as so amended, supplemented or modified. Buyer shall promptly deliver to the Company copies of any such amendment, modification, supplement, consent supplement or waiver to or under any Financing Letter or other modification of the definitive agreements relating to the Financing promptly upon execution thereof. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 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 (i) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Commitment Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter or the Debt Commitment Letter (including any market “flex” provisions contained therein).

Financing. (a) Each of Parent and Merger Sub The Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, consummate and obtain the Financing as promptly as practicable after the date of this Agreement (taking into account the Marketing Period) and in any event at or prior to the Closing on the applicable terms and subject only to the conditions (including the market “flex” provisions) set forth described in the Financing Commitment Letters, including using its reasonable best efforts to (i) maintain in effect and comply with its obligations under the Financing LettersCommitment Letters until the transactions contemplated hereby have been consummated, (ii) satisfy on a timely basis all conditions applicable to the Purchaser in the Commitment Letters and the definitive agreements for the Debt Financing to the fullest extent that they are within its control in obtaining the Debt Financing set forth therein, (iii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in contemplated by the Debt Commitment Letter (including those terms in the fee letters associated with such Debt Commitment Letter) or on such other terms thatacceptable to the Purchaser and the Debt Financing Sources that are (A) no less favorable, in the aggregate, to the Purchaser and (B) no less favorable with respect to conditionality, are not less favorable (iv) consummate the Financing at or prior to Parent or Merger Sub than the Closing (including by instructing the parties to the Commitment Letters to provide Financing, on the terms and subject to the satisfaction of the conditions set forth therein) and (including market “flex” provisionsv) subject to the satisfaction or waiver of the conditions set forth in the Debt Commitment Letter), (iii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub in enforce its rights under the Financing Commitment Letters and the definitive agreements related thereto (including by consummating the Equity Financing at or prior using reasonable best efforts to the Closing on the terms and subject to the conditions set forth in the Equity Funding Letter) (or, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund providing the Financing to fund the Financing at contemplated by the Closing, Commitment Letters). The Purchaser shall not (vI) enforce its rights under the Financing Letters and the definitive agreements relating to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors shall not, without the prior written consent of the Company, agree to or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Financing terms of the Commitment Letters or the any definitive agreements relating agreement related to the Financing if or waive any provision or remedy thereunder and/or (II) except as permitted under Section 5.14(b), substitute other debt financing for all or any portion of the Debt Financing from the same or Alternative Financing (as defined below) sources, in each case, without the Parent’s prior written consent (not to be unreasonably withheld, conditioned or delayed) except, solely in the case of the Debt Commitment Letter, to the extent such termination, amendment, supplement, modification modification, waiver or waiver substitution would not, or would not reasonably be expected to, (Av) reduce the aggregate amount of any portion of the Financing (including by increasing or the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing would be below the amount required to pay the Required Amountcash proceeds available therefrom), (Bw) impose new or additional conditions precedent to the availability any of the Financing or otherwise expandadversely amend, amend modify or modify waiver any of the existing conditions precedent to thereto, (x) delay (taking into account the Financing proviso in a manner that would reasonably be expected to materially delay Section 7.1) or prevent the Closing, (y) make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) on less likely to occur or otherwise impair the Closing Date availability of any Financing or (C) adversely impact the ability of Parent or Merger Sub, as applicable, the Purchaser to enforce its rights against the other parties to the Financing Commitment Letters or (z) adversely impact (A) the ability of the Purchaser to consummate the transactions contemplated by this Agreement to be consummated at the Closing or (B) the likelihood of the consummation of such transactions to be consummated at the Closing (in the case of each of (y) and (z) above, as compared to the Commitment Letters as in effect on the date of this Agreement). For the avoidance of doubt, any amendment, supplement, modification or substitution of the Debt Commitment Letter as in effect on the date hereof may change terms to implement the market flex provisions in the related fee letters (which would not adversely affect the amount or availability of the Debt Financing or Alternative Financing or include any additional conditions to funding). Promptly and in any event within three (3) Business Days, upon any amendment, modification or supplement of the Debt Commitment Letter in accordance with this Section 5.14(a), the Purchaser shall provide a copy thereof to the Parent, and for purposes of this Agreement, references to “Debt Financing” and “Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended, modified or supplemented by this Section 5.14(a) and references to “Debt Commitment Letter” and “Commitment Letters” shall include such documents as permitted to be amended, modified, supplemented or replaced by this Section 5.14(a). (b) If, for any reason, all or any portion of the Debt Financing becomes unavailable on the terms and conditions, or from the sources, contemplated by the Debt Commitment Letter, the Purchaser shall promptly notify the Parent and use its reasonable best efforts to arrange and obtain, and to negotiate and enter into definitive agreements with respect to, alternative debt financing from alternative sources on terms and conditions (including any flex provisions) that are no less favorable, in the aggregate, to the Financing. Parent shall Purchaser than those set forth in the Debt Commitment Letter (and any related fee letter) in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly deliver as practicable following the occurrence of such event (and in any event on or prior to the Company copies date on which the Closing should have occurred pursuant to Section 7.1). If any alternative debt financing from alternative sources (“Alternative Financing”) is obtained in accordance with this Section 5.14(b), the Purchaser shall notify the Parent thereof, and for purposes of any amendmentthis Agreement, modificationreferences to “Debt Financing,” “Financing,” “Debt Commitment Letter” and “Commitment Letters” shall include such Alternative Financing, supplement, consent or waiver to or under any Financing Letter or the definitive agreements relating to the Financing promptly upon execution thereofas applicable. Notwithstanding anything herein to the contrary in this Agreementcontrary, nothing contained in this Section 5.04 shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub the Purchaser be deemed or construed to requirerequire the Purchaser to, either Parent or Merger Sub to and the Purchaser shall not be required to, (i) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter Debt Commitment Letters as in effect on the date hereof or (ii) agree to any term that is outside of, or less favorable in any material respect than, when taken as a whole, any applicable provision of the Debt Commitment Letter Letters as in effect on the date hereof or the fee letter (including including, in the case of clause (i) or (ii) of this Section 5.14(b), any market “flex” provisions contained flex provision therein) as in effect on the date hereof (in the reasonable judgment of the Purchaser); provided further that in no event shall the Purchaser be required (1) to amend or waive any of the terms or conditions hereof or (2) to consummate the Closing any earlier than as required by Section 7.1.

Financing. (a) 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, proper necessary or advisable to consummate (i) satisfy on a timely basis all material terms, conditions, representations and obtain the Financing on the terms and subject only warranties applicable to the conditions (including the market “flex” provisions) Parent set forth in the Financing LettersCommitment Letters that are within its control, including using reasonable best efforts to (iii) maintain in effect and comply with the Financing Commitment Letters, (iiiii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing thereto on the terms and subject only to conditions contemplated by the conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter (Letters or on other terms that, with respect acceptable to conditionality, are the Company not less favorable to Parent or Merger Sub than the terms and conditions not in violation of this Section 5.14 and (including market “flex” provisionsiv) set forth in the Debt Commitment Letter), (iii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub in the Financing Letters and the definitive agreements related thereto (including by consummating the Equity Financing at or prior subject to the Closing on the terms and subject to satisfaction of the conditions set forth in the Equity Funding Letter) (or, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent Article VI and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate closing set forth in the Offer and the MergerCommitment Letters, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing Financings at the Closing; provided, however, that if funds in the amounts and on the terms set forth in the Commitment Letters become unavailable to Parent on the terms and conditions set forth therein, Parent shall use its commercially reasonable efforts to obtain alternative debt financing (vthe “Alternative Financing”) enforce its rights under the Financing Letters and the definitive agreements relating to the Financing extent available in amounts and (vi) otherwise comply with Parent’s on terms and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors shall not, without the prior written consent of the Company, agree to or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the definitive agreements relating to the Financing if such termination, amendment, supplement, modification or waiver would (A) reduce conditions no less favorable in the aggregate amount of any portion of to Parent than as set forth in the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such Commitment Letters; provided, further, that the aggregate amount of the Financing would be below the amount required to pay the Required Amount, (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (C) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Letters or the definitive agreements with respect to the Financing. Parent shall promptly deliver to the Company copies of any amendment, modification, supplement, consent or waiver to or under any Financing Letter or the definitive agreements relating to the Financing promptly upon execution thereof. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 shall require, and in no event shall the reasonable best efforts breach of this covenant expand the Company’s rights in connection with the termination rights set forth in Section 7.1. (b) The Company agrees to provide, and will cause its Subsidiaries and its and their respective officers and employees to provide, all necessary cooperation reasonably requested by Parent or Merger Sub be deemed or construed to requireAcquisition in connection with the arrangement of, either Parent or Merger Sub to and the negotiation of agreements with respect to, the Financings (including any Alternative Financings), including (i) seek preparing and furnishing to Parent and the Equity Financing from any source other than entities that have committed to provide or otherwise entered into agreements in connection with the counterparties toDebt Financing, or in any amount in excess of that contemplated by, including the Equity Funding Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter or parties to the Debt Commitment Letter and any joinder agreements or credit agreements relating thereto (collectively, the “Financing Sources”), as promptly as practicable all information as may be reasonably requested by Parent to assist in the preparation of the definitive documentation evidencing the Financings, (ii) by making available to Parent, Acquisition and the Financing Sources and their respective representatives, personnel (including for participation at organizational meetings, drafting sessions for offering memoranda and in presentations), documents and information (including financial statements) of the Company and its Subsidiaries as may reasonably be requested by Parent, Acquisition or the Financing Sources, (iii) if applicable, by cooperating with the Financing Sources in achieving a timely offering and/or syndication of the Financings (including any market Alternative Financings) reasonably satisfactory to Parent and Acquisition and such Financing Sources, including participation in management presentation sessions, “flexroad shows” provisions contained thereinand sessions with rating agencies, (iv) by using reasonable best efforts to cause the Company’s independent accountants to provide any reports, consents and comfort letters reasonably requested in connection with the Financings (including any Alternative Financings), (v) agreeing to enter into such agreements, including underwriting or placement agreements, pledge and security documents and other definitive financing documents, and to use reasonable best efforts to deliver such officer’s certificates, as are customary in financings of such type, (vi) agreeing to pledge, grant security interests in, and otherwise grant Liens on, the Company’s assets pursuant to such agreements as may be reasonably requested by the Financing Sources, (vii) providing assistance in obtaining any consents of third parties in connection with the Financings (including any Alternative Financings), (viii) assisting Parent in obtaining any legal opinions and solvency opinions to be delivered in connection with the Financings (including any Alternative Financings), (ix) assisting Parent in securing the cooperation of the independent accountants of the Company and its Subsidiaries, including with respect to the delivery of accountants’ comfort letters, (x) providing assistance in extinguishing existing Indebtedness of the Company and its Subsidiaries and releasing Liens securing such Indebtedness, in each case to take effect on or prior to the Effective Time, (xi) reasonably cooperating with the marketing and due diligence of Parent and the Financing Sources and their respective Related Parties in relation to the Financings and (xii) providing the financial information necessary for the satisfaction of the obligations and conditions set forth in the definitive documents with respect to the Financings (including any Alternative Financings) as promptly as practicable and in any event within the time periods required thereby. In addition, in conjunction with the obtaining of any of the Financings (including any Alternative Financings), the Company agrees, at the reasonable request of Parent, to call for prepayment or redemption, or to repay, redeem and/or renegotiate, as the case may be, any then existing Indebtedness of the Company and its Subsidiaries identified by Parent; provided, that such call or any agreement to repay, redeem, exercise and/or renegotiate may be rescinded if the Merger is not completed on or prior to the effective date of any such prepayment, repayment, redemption, exercise and/or renegotiation, as the case may be; provided, further, that the Company and its Subsidiaries shall not be required to make any non-cancelable payments in connection with such actions. Nothing in this Section 5.14 shall require the Company or any of its Subsidiaries to provide any assistance with respect to the Financings to the extent it would interfere unreasonably with the ongoing business or operations of the Company or any of its Subsidiaries. Parent and Acquisition hereby agree and acknowledge that the obtaining of the Financings (including any Alternative Financings) is not a condition of Parent and Acquisition to the consummation of the transactions contemplated by this Agreement but is subject to Section 5.3(c), Section 5.3(d) and Section 8.2. Parent shall indemnify and hold harmless the Company and its Subsidiaries, directors, officers, employees, representatives and advisors from and against any and all reasonable and documented losses, damages, claims, out-of-pocket costs or expenses suffered or incurred by any of them in connection with any action taken by them at the request of Parent or Acquisition pursuant to this Section 5.14 or in connection with the arrangement of the Financings (including any Alternative Financings) and any information utilized in connection therewith, except to the extent that such losses, damages, claims, costs or expenses, directly or indirectly, resulted from or arose out of the bad faith, gross negligence or willful misconduct of the Company or any of its Subsidiaries or where such liability relates to any information provided by the Company or any of its Subsidiaries in connection with any such Financing (or any Alternative Financing). The Company consents to the reasonable use of the Company’s and its Subsidiaries’ logos in connection with the arrangement of the Financings in a manner customary for such financing transactions.

Financing. (a) Each of Parent Parent, Satellite Services and Merger Sub shall use use, and shall cause its Affiliates to use, commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain arrange the Financing on the terms and subject only conditions described in the Financing Letters pursuant to which the conditions parties thereto have committed to provide the financing (including the market “flex” provisions) set forth such financing, or any financing in lieu thereof as contemplated by the Financing Letters, the “Financing Commitment”), including using commercially reasonable best efforts to (i) to maintain in effect and comply with the Financing Letters, (ii) negotiate and enter into definitive agreements (which, Commitment in accordance with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market “flex” provisions) set forth in the Debt Commitment Letter), (iii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub in the Financing Letters and the definitive agreements related thereto (including by consummating the Equity Financing at or prior to the Closing on the terms and subject to the conditions thereof, (ii) to negotiate and enter into the definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitment (or on other terms acceptable to Parent, provided such terms do not contain any conditions to funding on the Closing Date that are not set forth in the Equity Funding LetterFinancing Commitment and would not otherwise reasonably be expected to impair or delay the consummation of the Financing), (iii) to satisfy (or, if necessary or deemed advisable by Parent, seek cause its Affiliates to satisfy) on a timely basis all conditions to obtaining the waiver of conditions applicable to Parent and Merger Sub contained Financing set forth in such Debt Commitment Letter or such definitive agreements related thereto)the Financing Commitment, (iv) upon to exercise its option to extend the satisfaction Initial Date (as defined in the Financing Commitment) and to satisfy the conditions required to extend the Initial Date only to the extent that the Financing has not been obtained and (v) to consummate the Financing contemplated by the Financing Commitment at or prior to the Closing. In the event that any portion of the Financing becomes unavailable (including by expiration in accordance with its terms) on the terms and conditions set forth in the Financing Commitment, Parent shall promptly notify the Company, and Parent and Satellite Services shall use their reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, any such portion from alternative sources (“Alternative Financing”) on terms that will still enable Parent, Satellite Services and Merger Sub to consummate the transactions contemplated by this Agreement and that are approved by the Company (such approval not to be unreasonably withheld, conditioned or delayed). Parent and Satellite Services shall deliver to the Company true and complete copies of all agreements (including any fee letters and engagement letters, provided that amounts in such letters may be redacted unless such redactions would adversely affect the amount, conditionality, enforceability or availability of the Financing) pursuant to which any such alternative source shall have committed to provide Parent, Satellite Services or the Surviving Corporation with any portion of the Financing. None of Parent, Satellite Services or Merger Sub shall agree, without the Company’s prior written consent, to or permit any amendment, supplement or other modification of, or waive any of its rights under, the Financing Commitment if such amendment, supplement, modification or waiver (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 Closing Date, (II) make the funding of the Financing (or Table of Contents satisfaction of the conditions to obtaining the Financing) less likely to occur or (III) adversely impact the ability of each of Parent’s , Satellite Services and Merger Sub’s obligations Sub to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the Closing, (v) enforce its rights under the Financing Letters and the definitive agreements relating against other parties to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and Commitment or the definitive agreements relating to the Financing. Parent, Merger Sub and Any Alternative Financing shall (X) be in an amount sufficient to consummate the Guarantors shall not, without the prior written consent of the Company, agree to or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the definitive agreements relating to the Financing if such termination, amendment, supplement, modification or waiver would (A) reduce the aggregate amount of any portion of the Financing transactions contemplated by this Agreement (including by increasing paying the amount of fees to be paid or original issue discount as compared to the Merger Consideration, and all fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amountexpenses) such that the aggregate amount of the Financing would be below the amount required to pay the Required Amount, and (BY) not impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the receipt of the Financing in a manner that would reasonably be expected to materially (1) delay or prevent the Closing Date or (2) make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to occur; provided that neither Parent nor Merger Sub shall be required to arrange Alternate Financing on economic terms which are less favorable and other terms and conditions (other than conditions to funding) which are materially less favorable, in the aggregate, to Parent and Merger Sub than those included in the Financing Commitment. Upon obtaining any commitment for any Alternative Financing, such Alternative Financing shall be deemed to be the Financing Commitment for purposes of this Agreement. Parent shall keep the Company informed on a current basis of the status of its efforts to obtain the Financing, provide the Company copies of all documents related to the Financing and give the Company prompt notice of any material breach by any party to the Financing Commitment of which Parent becomes aware or any termination of the Financing Commitment. Without limiting the foregoing, Parent agrees to notify the Company promptly, and in any event within two Business Days, if at any time (A) any of the Financing Letters shall expire or be terminated for any reason, (B) any financing source that is a party to any of the Financing Letters notifies Parent, Satellite Services or Merger Sub that such source no longer intends to provide financing on the Closing Date terms set forth therein or (C) adversely impact to the ability knowledge of Parent or Merger Sub(without a requirement of due inquiry), as applicable, any party to enforce its rights against other parties to any of the Financing Letters is or is alleged to be in breach or default thereafter. In the event that the Stockholders’ Written Consents are not delivered to the Company in accordance with Section 5.3(b), the parties shall use their respective reasonable best efforts to market the Financing concurrently with the solicitation of proxies in connection with the Company Stockholders Meeting, subject to the concurrence of the underwriters and lead arrangers that doing so will not adversely affect the marketing of the Financing, with the objective of completing the Merger as promptly as practicable after the date of the Company Stockholders Meeting. (b) The Company shall provide, shall cause its Subsidiaries to provide and shall use its commercially reasonable 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, including (i) participation in a customary and reasonable number of meetings, drafting sessions, presentations, road shows and due diligence and sessions with the financing sources, investors and rating agencies, (ii) furnishing Parent and the financing sources as promptly as practicable with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent to consummate the Financing, including all financial statements and financial and other data of the type required by Regulation S-X and Regulation S-K under the Securities Act for registered offerings of debt securities (including any financial statements required by Regulation S-X Rule 3-10 but not any financial statements required by Rule 3-16), and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act and other documents required to satisfy any customary negative assurance comfort from independent accountants, to consummate the Financing at the time or times the Financing is to be consummated, including all of the financial information related to the Company and its Subsidiaries necessary to satisfy the conditions set forth in the Financing Commitment, provided that throughout the Marketing Period, none of the information provided by the Company in connection herewith to be included in the offering documents shall contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (information and data required to be delivered pursuant to this clause (ii) being referred to as the “Required Financial Information”), (iii) assisting Parent and its financing sources in the preparation of (A) any offering documents, private placement memoranda, bank information memoranda, prospectuses and other informational and marketing materials and documents for any portion of the Financing, (B) any legal documents to be executed by the Company and any of its Subsidiaries (subject to receipt of all requisite funds from the Parent and its financing sources) relating to the satisfaction and discharge of the HNS Senior Notes to be delivered at the Effective Time and (C) materials for rating agency presentations, (iv) reasonably cooperating with the marketing efforts of Parent and the financing sources for any Table of Contents portion of the Financing, (v) executing and delivering 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 agreements financing documents or other certificates or documents as may reasonably be requested by Parent; provided, that no such document or obligation of the Company shall be effective prior to the Effective Time, (vi) obtaining customary authorization letters with respect to the Financing. Parent shall promptly deliver to the Company copies bank information memoranda and consents of accountants for use of their reports in any amendment, modification, supplement, consent or waiver to or under any Financing Letter or the definitive agreements materials relating to the Financing promptly upon execution thereof. Notwithstanding anything Financing, (vii) using commercially reasonable efforts to obtain accountants’ comfort letters, surveys and title insurance as reasonably requested by Parent, (viii) subject to the contrary occurrence of the Closing, taking all corporate actions, necessary to permit the consummation of the Financing and (ix) using commercially reasonable efforts to prepare financial statements of any FCC License Subsidiary (as defined in this Agreement, nothing contained the Financing Letters as in this Section 5.04 shall require, and effect as of the date hereof) of the Company that would be required by Parent to be included under Rule 3-16 under Regulation S-X in no event shall the reasonable best efforts a registered offering of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to (i) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) pay any material fees in excess of those secured debt securities contemplated by the Equity Funding Letter Financing (it being understood that the financial statements contemplated by this clause (ix) shall not be part of the Required Financial Information); provided, that (I) neither the Company nor any of its Subsidiaries shall be required to pay any commitment or other fee, provide any security, reimburse any expense, give any indemnity, prepay any Company indebtedness or incur any other liability in connection with the Debt Commitment Letter Financing or any Alternative Financing prior to the Effective Time, (II) such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries, (III) all non-public or otherwise confidential information regarding the Company obtained by Parent, Satellite Services and Merger Sub or their representatives pursuant to this Section 5.14(b) be kept confidential in accordance with the Confidentiality Agreement, except that such information may be disclosed to potential syndicate members during syndication, other potential Lenders or potential participants, subject to customary confidentiality undertakings by such potential syndicate members, other potential Lenders or potential participants and (IV) the Company shall be permitted a reasonable period to comment on any documents or other information circulated to potential financing sources. Parent (x) 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 or any market “flex” provisions contained therein)of its Subsidiaries in connection with such cooperation, (y) 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 and (z) 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 them in connection with the arrangement of the Financing and any information utilized in connection therewith. (c) Parent and Merger Sub hereby acknowledge and agree that receipt of the Financing or any Alternative Financing does not constitute a condition to the consummation of the transactions contemplated by this Agreement.

Financing. (a) Each of Parent and Merger Sub shall use its reasonable best efforts to takeobtain, or cause to be obtained, the proceeds of the Financing on the terms and conditions described in the Commitment Papers (including, as necessary, the “flex” provisions contained in any Fee Letter), including using its reasonable best efforts with respect to (i) complying with and maintaining in effect the Commitment Papers, including by complying with the “flex” provisions contained in any Fee Letter in accordance with the terms thereof and using reasonable best efforts to ensure the accuracy of all representations and warranties and the compliance with all covenants and agreements of Parent and its Subsidiaries under the Commitment Papers, (ii) negotiating, executing and delivering definitive agreements (and thereafter and until the Effective Time complying with and maintaining in effect such definitive agreements) with respect to the Debt Financing (the “Definitive Agreements”) (draft and executed copies of definitive credit agreements, indentures and/or purchase agreements and material ancillary documents shall be provided to the Company as promptly as practicable following reasonable request therefor) consistent with the terms and conditions contained in the Debt Commitment Letter (including, as necessary, the “flex” provisions contained in any Fee Letter) or, if available, on other terms that (A) are acceptable to Parent in its sole discretion, (B) would not reasonably be expected to delay (taking into account the expected timing of the Marketing Period) or adversely affect the ability of Parent to consummate the transactions contemplated hereby and (C) would otherwise be permitted by Section 5.13(b)(ii), and (iii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis all conditions to obtaining the Financing that are within the control of Parent and its Subsidiaries and by paying when due any fees or deposits required by the Commitment Papers or any Fee Letter. If all of the respective conditions contained in any of the Commitment Papers have been satisfied (or upon funding will be satisfied) or waived, Parent shall use its reasonable best efforts to timely (A) cause the Financing Sources under the Debt Commitment Letter to fully fund the Financing provided for thereunder and (B) fully enforce its rights (including through litigation) under such Commitment Papers (and in the case of the Debt Financing under any Definitive Agreements) in the event of breach or threatened breach by the Financing Sources, including by seeking specific performance of the parties’ obligations thereunder, in each case, to the extent required to consummate the transactions contemplated by this Agreement at the Closing. Without limiting this Section 5.13(a), Parent acknowledges and agrees that it shall be fully responsible for obtaining the Common Equity Financing and shall take (or cause to be taken) all actions, all actions and to do, do (or cause to be done, ) all things necessary, proper or advisable to obtain and consummate and obtain the Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Financing Letters, including using reasonable best efforts to (i) maintain in effect and comply with the Financing Letters, (ii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market “flex” provisions) set forth in the Debt Commitment Letter), (iii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub in the Financing Letters and the definitive agreements related thereto (including by consummating the Common Equity Financing at or prior to the Closing Closing, including (1) satisfying on the terms and subject a timely basis all conditions to the conditions set forth in the Equity Funding Letter) (or, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver obligations of the conditions to Parent’s and Merger Sub’s obligations Financing Sources under the Common Equity Purchase Agreements to consummate the Offer Common Equity Financing that are within the control of Parent and its Subsidiaries and (2) in the Mergerevent any net proceeds are received by Parent under the Common Equity Purchase Agreements in advance of the Closing, consummate holding and maintaining such funds for the Financing and cause purpose of consummating the lenders and the other Persons committing to fund the Financing to fund the Financing transactions contemplated by this Agreement at the Closing, (v) enforce its rights under the Financing Letters and the definitive agreements relating to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors shall not, without the prior written consent of the Company, agree to or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the definitive agreements relating to the Financing if such termination, amendment, supplement, modification or waiver would (A) reduce the aggregate amount of any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing would be below the amount required to pay the Required Amount, (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (C) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Letters or the definitive agreements with respect to the Financing. Parent shall promptly deliver to the Company copies of any amendment, modification, supplement, consent or waiver to or under any Financing Letter or the definitive agreements relating to the Financing promptly upon execution thereof. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 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 (i) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter or the Debt Commitment Letter (including any market “flex” provisions contained therein).

Financing. (a) Each of Parent Buyer shall, and Merger Sub shall cause its Subsidiaries and its and their respective Representatives to, use its and their reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Debt Financing on the terms and subject only to the conditions (including the “market “flex” provisionsterms contained in the Debt Commitment Letter as in effect on the date hereof) expressly set forth in the Financing LettersDebt Commitment Letter, including using reasonable best efforts to (i) maintain in effect and comply the Debt Commitment Letter in accordance with the terms and subject to the conditions thereof until (1) the transactions contemplated by this Agreement are consummated, (2) this Agreement is terminated in accordance with its terms or (3) cash proceeds of the Debt Financing Letterscontemplated thereby have been received by Buyer and are readily available to consummate the Closing (subject only to the satisfaction of conditions that are no more onerous than the conditions to funding under the Debt Commitment Letter or not subject to any conditions), (ii) satisfy or obtain a waiver on a timely basis of all conditions applicable to Buyer and its Affiliates set forth in the Debt Commitment Letter that are within its or its Affiliates’ control, (iii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing on the terms and subject only to the conditions (including the “market “flex” provisions) set forth in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market “flex” provisionsterms) set forth in the Debt Commitment Letter), (iiiiv) satisfy consummate the Debt Financing on a timely basis all conditions applicable to Parent and Merger Sub in the Financing Letters and the definitive agreements related thereto (including by consummating the Equity Financing at or prior to the date Closing on the terms is required to occur as determined pursuant to Section 1.03 and subject to the conditions set forth in the Equity Funding Letter) (or, if necessary or deemed advisable by Parent, seek the waiver of conditions applicable to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the Closing, (v) enforce its rights under the Financing Letters and the definitive agreements relating to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the FinancingDebt Commitment Letter. Parent, Merger Sub and the Guarantors shall not, without Without the prior written consent of the CompanySeller (such consent not to be unreasonably withheld, agree to delayed or conditioned), Buyer shall not permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision or remedy under, or any replacement of the Financing Letters or the definitive agreements relating to the Financing Debt Commitment Letter if such termination, amendment, supplement, replacement, modification or waiver would would: (Ax) reduce (or have the effect of reducing) the aggregate amount of any portion of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date in respect of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amountFinancing) such that the aggregate amount Debt Financing, cash on hand of the Financing Buyer and its Subsidiaries, and other available sources that would be below available on the amount required Closing Date would not be sufficient to pay the Required Amount, ; (By) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Debt Financing or impose any new or additional conditions or contingencies to the Debt Commitment Letter, in each case, in a manner that would reasonably be expected to (1) materially impair, delay or prevent the Closing or (2) make materially less likely to occur the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) on when the Closing Date is scheduled to occur pursuant to Section 1.03; or (Cz) adversely impact affect the ability of Parent or Merger Sub, as applicable, Buyer to enforce its rights in any material respect against the other parties to the Debt Commitment Letter or other agreements relating to the Debt Financing Letters as provided by this Section 5.22. Notwithstanding the foregoing, any amendment, supplement or modification to effectuate any “market flex” terms contained in the definitive agreements Debt Commitment Letter provided as of the date hereof or to add any additional agents or other financial institutions thereto as provided for therein (provided that, except as provided for in the Debt Commitment Letter with respect to Specified Permitted Lenders (as defined in the Debt Commitment Letter), no such amendment, supplement or modification shall relieve the original Committed Lenders of their obligations under the Debt Commitment Letter prior to the funding of the Debt Financing) shall be permitted and shall not require written consent of Seller. Parent Buyer shall promptly deliver to the Company Seller copies of any amendment, modification, supplement, consent supplement or waiver to or under under, or any replacement of, any Debt Commitment Letter. (b) Buyer shall, upon Seller’s reasonable request, keep Seller informed on a reasonably current basis and in reasonable detail with respect to all material developments with respect to the status of its efforts to arrange, obtain and complete the Debt Financing Letter or the (including providing Seller with copies of all executed definitive agreements related to the Debt Financing). (c) Upon written request of Seller, Buyer shall keep Seller apprised promptly (and in any event within two (2) Business Days) of material developments relating to the Debt Financing. Buyer shall give Seller prompt written notice (and in any event within forty-eight (48) hours) of: (i) any termination of the Debt Commitment Letter or any repudiation of any material provisions of the Debt Commitment Letter; (ii) any actual or threatened material breach or default of any provisions of the Debt Commitment Letter, in each case, by any party thereto, of which Buyer becomes aware, (iii) the occurrence of any event or development that would reasonably be expected to adversely impact the ability of Buyer to obtain all or any portion of the Debt Financing promptly upon execution thereof. Notwithstanding anything contemplated by the Debt Commitment Letter on the terms and conditions, in the manner or from the sources contemplated by the Debt Commitment Letter and required to pay the Required Amount and (iv) any material dispute or disagreement between or among any parties to the contrary Debt Commitment Letter or any definitive agreements related to the Debt Financing of which Buyer becomes aware related to the Debt Financing, in each case, with respect to the obligation to fund any of the Debt Financing or the amount of the Debt Financing to be funded at the Closing. As soon as reasonably practicable, but in any event within two (2) Business Days of the date that Seller delivers to Buyer a written request, Buyer shall provide any information reasonably requested by Seller relating to any circumstance referred to in clause (i), (ii), (iii) or (iv) of the immediately preceding sentence. If any portion of the Debt Financing becomes unavailable on the terms and conditions (including any “market flex” terms contained in the Debt Commitment Letter as in effect on the date hereof) contemplated in the Debt Commitment Letter or from the Debt Financing Sources contemplated in the Debt Commitment Letter or any of the Debt Financing (or any definitive financing agreement relating thereto) shall expire or be withdrawn, terminated, repudiated or rescinded, in whole or in part, for any reason (but without limiting the obligations of Buyer in this Section 5.22(c)) (unless such portion of the Debt Financing is not reasonably required to consummate the transactions contemplated by this Agreement when required, including, for the avoidance of doubt, payment of the Required Amount), Buyer shall promptly notify Seller and shall use its reasonable best efforts to (x) arrange and obtain, as promptly as practicable following the occurrence of such event, alternative financing from the same or alternative sources (the “Alternative Financing”) in an amount sufficient to consummate the transactions contemplated by this Agreement, nothing contained including, for the avoidance of doubt, payment of the Required Amount, with terms and conditions not materially less favorable in this Section 5.04 shall require, and the aggregate to Buyer than those set forth 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 (i) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter or the Debt Commitment Letter (or replace any unavailable portion of the Debt Financing) and (y) obtain a debt financing commitment letter (including any market “flex” provisions contained thereinassociated fee letter and/or engagement letter) with respect to such Alternative Financing, true, accurate and complete copies of which shall be promptly provided to Seller upon execution thereof (which fee letter and/or engagement letter may be redacted with respect to any interest rates, fee amounts, pricing caps and other similar economic terms (including flex terms) set forth therein (none of which would adversely affect the conditionality, enforceability, quantum, availability or termination of such Alternative Financing or reduce the aggregate principal amount thereof).). The Alternative Financing (A) shall be

Financing. (a) Each of Parent shall, and Merger Sub shall cause its Affiliates to, use reasonable best efforts to take, take (or cause to be taken, ) all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and consummate and obtain the Financing as promptly as practicable after the date of this Agreement on the terms and subject only to the conditions (including the market “flex” provisions) set forth no less favorable in the Financing Letters, including using reasonable best efforts to (i) maintain in effect and comply with the Financing Letters, (ii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub aggregate than the terms and conditions described in the Spinco Commitment Letter. Parent shall, and shall cause its Affiliates to, (including market “flex” provisionsi) use reasonable best efforts to comply with and maintain the Spinco Commitment Letter and negotiate and execute definitive agreements with respect thereto, on the terms and conditions contained therein, which terms and conditions shall not expand upon the conditions to Closing or other contingencies to the funding on the closing date of the Financing as set forth in the Debt Spinco Commitment LetterLetter (the “Financing Agreements”) and shall deliver to TDCC a copy thereof as promptly as practicable (and no later than one (1) Business Day after such execution), ; (iiiii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub in the Financing Letters Spinco Commitment Letter and the definitive agreements related thereto Financing Agreements that are within its control; (including iii) fully enforce its rights under the Spinco Commitment Letter and the Financing Agreements including, at the request of TDCC, by consummating commencing litigation proceedings against the Equity Lenders; and (iv) use reasonable best efforts to draw upon and consummate the Financing at or prior to the Closing Distribution. In the event any funds in the amounts set forth in the Spinco Commitment Letter or the Financing Agreements, or any portion thereof, become unavailable on the terms and conditions contemplated in the Spinco Commitment Letter or the Financing Agreements, or it becomes reasonably likely that such funds may become unavailable on the terms and conditions set forth therein, Parent shall, and shall cause its Affiliates to, use reasonable best efforts to arrange to obtain promptly any such portion from alternative sources, including, subject to Section 7.08(b), on terms that shall not expand the conditions or other contingencies to the funding, from those set forth in the Equity Funding Spinco Commitment Letter, in an amount sufficient, when added to the portion of the Financing that is available, to finance the New Debt and the Additional Debt (the “Alternative Financing”) and to obtain, and, when obtained, to provide promptly to TDCC a copy of, a new financing commitment that provides for financing in an amount that is sufficient, when added to the portion of the Financing that is available, to finance the New Debt and the Additional Debt (orthe “Alternative Spinco Commitment Letter”). For the avoidance of doubt, if necessary the Financing or deemed advisable by Parentthe Alternative Financing, seek the waiver of conditions applicable to Parent as applicable, is available and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver of the all conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing Closing set forth in Article VIII have been satisfied or waived or will be satisfied or waived at the Closing, (v) enforce its rights Parent shall take all actions necessary to allow Spinco to incur the indebtedness provided under the Financing Letters and the definitive agreements relating to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under the Financing Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors shall not, without the prior written consent of the Company, agree to or permit any termination of or amendment, supplement or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the definitive agreements relating to the Financing if such termination, amendment, supplement, modification or waiver would (A) reduce the aggregate amount of any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to the fees and original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing would be below the amount required to pay the Required Amount, (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Alternative Financing) on the Closing Date or (C) adversely impact the ability of Parent or Merger Sub, as applicable, to enforce its rights against other parties to the Financing Letters or the definitive agreements with respect to the Financing. Parent shall promptly deliver to the Company copies of any amendment, modification, supplement, consent or waiver to or under any Financing Letter or the definitive agreements relating to the Financing promptly upon execution thereof. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Section 5.04 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 (i) seek the Equity Financing from any source other than the counterparties to, or in any amount in excess of that contemplated by, the Equity Funding Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter or the Debt Commitment Letter (including any market “flex” provisions contained therein).66

Financing. (a) Each of Parent and Merger Sub The Purchaser shall use reasonable best efforts to take, take (or cause to be taken, ) all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and consummate and obtain the Financing as soon as reasonably practicable after the date of this Agreement on the terms and subject only conditions described in the Financing Commitments, which actions shall include (i) maintaining the Financing Commitments and negotiating and executing definitive agreements with respect thereto on the terms and conditions contained therein, which terms and conditions shall not expand upon the conditions to Closing or other contingencies to the conditions (including funding on the market “flex” provisions) Closing Date of the Financing as set forth in the Financing LettersCommitments (the “Financing Agreements”), including using reasonable best efforts and delivering to the Seller a copy of such definitive agreements as promptly as practicable (iand no later than one (1) maintain in effect and comply with the Financing Letters, Business Day) after such execution; (ii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market “flex” provisions) set forth in the Debt Commitment Letter), (iii) satisfy satisfying on a timely basis all conditions applicable to Parent and Merger Sub in the Financing Letters Commitments and the definitive agreements related thereto Financing Agreements that are within its control; (iii) fully enforcing its rights under the Financing Commitments and the Financing Agreements, including (at the request of the Seller) by commencing litigation proceedings against the Lenders; and (iv) drawing upon and consummating the Equity Financing at or prior to the Closing Closing. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitments or the Financing Agreements, the Purchaser shall arrange to obtain promptly any such portion from alternative sources, including, subject to Section 5.07(b), on terms less favorable to the conditions Purchaser than those set forth in the Equity Funding LetterFinancing Commitments as in effect on the date of this Agreement (except with respect to conditions or other contingencies to the funding on the Closing Date, none of which shall be expanded from those set forth in the Financing Commitments), 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”) and to obtain, and, when obtained, to promptly provide the Seller with a copy of, a new financing commitment that provides for financing in an amount that is sufficient, when added to the portion of the Financing that is available, to consummate the transactions contemplated by this Agreement (orthe “Alternative Financing Commitment”). (b) To the extent applicable, if necessary the Purchaser shall take (or deemed cause to be taken) all actions necessary, proper or advisable by Parentto arrange and consummate the Alternative Financing as soon as reasonably practicable on the terms and conditions described in the Alternative Financing Commitment, seek which actions shall include (i) maintaining the waiver Alternative Financing Commitments and negotiating and executing definitive agreements with respect thereto on the terms and conditions contained therein, which terms and conditions shall not expand upon the conditions to Closing or other contingencies to the funding on the Closing Date of conditions applicable the Alternative Financing as set forth in the Alternative Financing Commitments (the “Alternative Financing Agreements”), and delivering to Parent and Merger Sub contained in such Debt Commitment Letter or the Seller a copy of such definitive agreements related thereto), as promptly as practicable (ivand no later than one (1) upon Business Day) after such execution; (ii) satisfying on a timely basis all conditions in the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Alternative Financing and cause the lenders and the other Persons committing to fund the Financing to fund the Financing at the Closing, Agreements within its control; (viii) enforce fully enforcing its rights under the Alternative Financing Letters Commitment and the definitive agreements relating Alternative Financing Agreements, including (at the request of the Seller) by commencing litigation proceedings against the other parties to the Alternative Financing Agreements; and (iv) drawing upon and consummating the Alternative Financing at or prior to the Closing. Neither the Alternative Financing Commitment nor the Alternative Financing Agreements shall (x) expand upon the conditions precedent or contingencies to the funding on the Closing Date of the Financing as set forth in the Financing Commitments as in effect on the date of this Agreement or the Financing Agreements; or (y) prevent, impede or materially delay the consummation of the transactions contemplated by this Agreement. (c) The Purchaser shall give the Seller notice promptly upon becoming aware of any material breach or threatened material breach by any party to the Financing and (vi) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations under Commitments or the Financing Letters Agreements and, if applicable, the Alternative Financing Commitment or the Alternative Financing Agreements, and the definitive agreements relating Purchaser shall give the Seller notice promptly upon becoming aware of any termination or threatened termination of the Financing Commitments or the Financing Agreements and, if applicable, the Alternative Financing Commitment or the Alternative Financing Agreements. The Purchaser shall keep the Seller informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Financing and, if applicable, the Alternative Financing. Parent, Merger Sub and the Guarantors The Purchaser shall not, without the prior written consent of the CompanySeller, agree to or permit any termination of or amendmentamend, supplement or modification to be made to, or grant any waiver of any provision under, the Financing Letters or the definitive agreements relating to the Financing if such termination, amendmentmodify, supplement, modification restate, substitute or waiver would (A) reduce the aggregate amount of any portion of replace the Financing (including by increasing the amount of fees to be paid Commitments, any Alternative Financing Commitment, any Financing Agreement or original issue discount as compared to the fees and original issue discount contemplated by the any Alternative Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that the aggregate amount of the Financing would be below the amount required to pay the Required Amount, (B) impose new or additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions precedent to the Financing in a manner that would reasonably be expected expands on the conditions precedent or contingencies to materially delay or prevent the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (C) adversely impact of the ability of Parent or Merger SubFinancing or, if applicable, the Alternative Financing, as set forth in such agreements or that could otherwise prevent, impede or materially delay the consummation of the transactions contemplated by this Agreement. (d) Prior to the Closing, the Seller shall provide, and shall use commercially reasonable efforts to cause its Representatives to provide, all reasonable cooperation in connection with the arrangement of the Financing as may be reasonably requested by the Purchaser and that is customary in connection with the Purchaser’s efforts to obtain the Financing or, if applicable, the Alternative Financing; provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company; provided, further, that the Seller shall not be required to enforce its rights against pay any commitment or other parties similar fee or incur any other liability in connection with the Financing or, if applicable, the Alternative Financing; provided, further, that the effectiveness of any documentation executed by the Company shall be subject to the Financing Letters or the definitive agreements with respect to the Financing. Parent shall promptly deliver to the Company copies of any amendment, modification, supplement, consent or waiver to or under any Financing Letter or the definitive agreements relating to the Financing promptly upon execution thereofClosing having occurred. Notwithstanding anything to the contrary in contained herein and unless expressly contemplated by this Agreement, nothing contained in this Section 5.04 the Seller shall requirenot be required to deliver any financial statements or other financial information other than the Post-Signing Statements and other financial information previously provided to the Purchaser. (e) The Purchaser shall, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to requirecause its Affiliates to, either Parent or Merger Sub to (i) seek promptly upon request by the Equity Financing from any source other than Seller, reimburse the counterparties to, or Seller for all reasonable and documented out-of-pocket costs incurred by the Seller in any amount connection with cooperation provided for in excess of that contemplated by, the Equity Funding Letter, or Section 5.07(d); and (ii) pay indemnify and hold harmless the Seller and its Representatives from and against any material and all Losses suffered or incurred by them 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 Seller). All non-public or otherwise confidential information regarding the Company obtained by the Purchaser, its Affiliates or their respective Representatives pursuant to this Section 5.07 shall be kept confidential in accordance with the terms of the Confidentiality Agreement. (f) In the event that (i) the terms and conditions set forth in the Financing Commitments and the Financing Agreements and, if applicable, the Alternative Financing Commitment and the Alternative Financing Agreements have been satisfied; and (ii) one or more of the financing institutions obligated to provide a portion of the Financing (or such Alternative Financing) fails to provide its respective portion of such financing and, as a result, impedes or delays the Closing, the Purchaser shall, and shall cause its Affiliates to, upon the request of the Seller, promptly commence litigation proceedings against any breaching party, including any breaching financial institution or institutions, in which the Purchaser shall, and shall cause each of its Affiliates to, seek (x) to compel such breaching institution or institutions to provide its portion of such financing as required; or (y) from the breaching institution or institutions the maximum amount of damages available under Law as a result of such breach. The Purchaser further agrees that any amounts received by the Purchaser or its Affiliates in settlement or resolution of any such proceeding, net of any reasonable fees and expenses incurred by the Purchaser or its Affiliates in excess connection with any such proceeding, shall be paid to the Seller promptly following receipt thereof by the Purchaser or its Affiliates; provided, that if such recovery is obtained prior to the termination of those this Agreement in accordance with its terms, the Purchaser shall, subject to the other terms and conditions contained herein, complete the transactions contemplated by the Equity Funding Letter or the Debt Commitment Letter (including any market “flex” provisions contained therein)this Agreement.

Financing. (a) Each of Parent a. Purchaser shall, and Merger Sub shall cause its Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, done all things necessary, proper or advisable to consummate and obtain the Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Financing Letters, including using reasonable best efforts to (i) maintain in effect and comply accordance with the Financing Letters, (ii) negotiate and enter into definitive agreements (which, with respect to the bridge facility documentation, shall not be required until determined by Parent to be reasonably likely to be necessary in connection with the funding of the Debt Financing) with respect to the Debt Financing on the terms and subject only to the conditions (including the market “flex” provisions) set forth in the Debt Commitment Letter (or on other terms that, with respect to conditionality, are not less favorable to Parent or Merger Sub than the terms and conditions (including market the “flex” provisions) set forth contemplated by the Commitment Letter as promptly as practicable following the date of this Agreement, including (i) complying with and maintaining in effect the Commitment Letter, (ii) negotiating and entering into definitive agreements with respect to the Financing contemplated by the Commitment Letter on the terms and conditions contained in the Debt Commitment Letter)Letter so that such agreements are in effect no later than the Closing, (iii) satisfy satisfying as promptly as practicable and on a timely basis all the conditions applicable to Parent the financing contemplated by the Commitment Letter and Merger Sub in the Financing Letters definitive agreements, (iv) accepting to the fullest extent all “market flex” contemplated by the Commitment Letter and the definitive agreements related thereto and (including v) enforcing its rights under the Commitment Letter in the event of a breach by consummating the Equity Financing at Sources that impedes or prior delays the Closing. In the event that all conditions to the Closing on the terms and subject to the conditions set forth in the Equity Funding Letter) (Commitment Letter have been satisfied or, if necessary or deemed advisable by Parentupon funding shall be satisfied, seek the waiver of conditions applicable Purchaser and its Affiliates shall use their reasonable best efforts to Parent and Merger Sub contained in such Debt Commitment Letter or such definitive agreements related thereto), (iv) upon the satisfaction or waiver of the conditions to Parent’s and Merger Sub’s obligations to consummate the Offer and the Merger, consummate the Financing and cause the lenders and the other Persons committing providing such financing to fund on the Closing Date the financing required to consummate the transactions contemplated hereby (including by taking enforcement action to cause such lenders and the other Persons providing such financing to fund such financing). Purchaser shall give Seller Parent prompt 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 any party to the Commitment Letter or any definitive document related to the Financing, (B) actual or threatened withdrawal, repudiation or termination of the Financing to fund by the Financing at the ClosingSources, (vC) enforce its rights under material dispute or disagreement between or among any of the parties to the Commitment Letter or any definitive document related to the Financing, (D) material amendment or modification of, or waiver under, the Commitment Letter, (E) if for any reason Purchaser believes in good faith that it will not be able to timely obtain all or any portion of the Financing Letters and on the terms, in the manner or from the sources contemplated by the Commitment Letter or the definitive agreements relating documents related to the Financing and or (viF) otherwise comply with Parent’s and Merger Sub’s covenants and other obligations expiration or termination of the Commitment Letter. Purchaser shall keep Seller Parent 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. Neither Purchaser nor its Affiliates shall amend, modify or agree to any waiver under the Financing Letters and the definitive agreements relating to the Financing. Parent, Merger Sub and the Guarantors shall not, Commitment Letter without the prior written consent approval of the Company, agree to or permit any termination of or Seller Parent if such amendment, supplement or modification to be made tomodification, or grant any waiver (1) could reasonably be expected to reduce (or have the effect of any provision under, the Financing Letters or the definitive agreements relating to the Financing if such termination, amendment, supplement, modification or waiver would (Areducing) reduce the aggregate committed amount of any portion of the Financing (including by increasing the amount of fees to be paid or original issue discount as compared to of the Financing (unless in connection with such increase in the amount of the fees and or original issue discount contemplated by the Financing Letters on the date of this Agreement unless the Debt Financing or Equity Financing is increased by a corresponding amount) such that discount, the aggregate amount of the Financing would be below is increased in an amount equal to such increase in the amount required to pay of the Required Amount, fees or original issue discount)) or (B2) impose expands on or imposes new or additional conditions precedent to the availability of the Financing precedent, or otherwise expandamends, amend modifies or modify expands any of the conditions precedent to the Financing provision set forth therein in a manner that would could reasonably be expected to materially (x) prevent, delay or prevent impair the Closing, (y) make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) on the Closing Date less likely to occur, or (Cz) adversely impact the ability of Parent Purchaser or Merger Sub, as applicable, its Affiliates to enforce its rights against the other parties to the Financing Letters Commitment Letter or the ability of Purchaser or its Affiliates to timely consummate the transactions contemplated hereby; provided, that Purchaser may (but shall not be obligated to) amend the Commitment Letter to add commercial banks, investment banks or other institutional investors as lenders, lead arrangers, bookrunners, syndication agents or similar entities with commitments thereunder that have not executed the Commitment Letter as of the date hereof, if the addition of such additional parties, individually or in the aggregate, would not prevent, delay or impair the availability of the Financing or the consummation of the transactions contemplated by this Agreement. Neither Purchaser nor its Affiliates shall, without the prior written consent of Seller Parent, take any action or enter into any transaction that would reasonably be expected to impair, delay or prevent consummation of all or any portion of the Financing. Purchaser shall not release or consent to the termination of the obligations of the lenders under the Commitment Letter, except for assignments and replacements of an individual lender under the terms of, or in connection with, the syndication of the Financing or as otherwise expressly contemplated by the Commitment Letter. 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 Purchaser on the terms and conditions set forth therein, Purchaser shall, and shall cause its Affiliates, as promptly as practicable following the occurrence of such event to (aa) notify Seller Parent in writing thereof, (bb) use reasonable best efforts to obtain substitute financing on terms and subject to conditions not materially less favorable to Purchaser and its Affiliates than those set forth in the Commitment Letter and sufficient to enable Purchaser to consummate the transactions contemplated hereby in accordance with its terms (the “Substitute Financing”) and (cc) obtain a new financing commitment letter that provides for such Substitute Financing and, promptly after execution thereof, deliver to Seller Parent true, complete and correct copies of the new commitment letter and fee letter (in a redacted form removing only the fee amounts and economic information, but which redacted fee amounts and economic information does not relate to the amounts or conditionality of, or contain any conditions precedent to, the funding of the Financing) and related definitive agreements 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 and fee letter for such Substitute Financing shall be deemed the “Commitment Letter” for all purposes of this Agreement. b. Prior to the Closing, Seller Parent shall use its commercially reasonable best efforts to provide reasonable cooperation (and cause its applicable controlled Affiliates to use their commercially reasonable efforts) with the Financing as is reasonably requested by Purchaser, in each case at the sole cost and expense of Purchaser. Such cooperation shall include the following: (i) in connection with the Financing. Parent shall promptly deliver , providing reasonable assistance in the preparation of customary rating agency presentations, bank books, information memoranda and other information packages regarding the business, operations and financial condition of the Business, in each case, to the Company copies extent customarily provided by a borrower in a secured bank loan financing; (ii) providing reasonable participation by appropriate members of any amendmentthe Business’s management team in a reasonable number of due diligence sessions, modificationdrafting sessions, supplementrating agency presentations and meetings with prospective lenders and debt investors, consent or waiver in each case related to or under any the Financing, and in each case upon reasonable advance notice and at times and locations to be mutually agreed; (iii) furnishing Purchaser and the Financing Letter or Sources with customary and readily available financial and other pertinent financial information regarding the Business as may be reasonably requested by Purchaser to consummate the Financing, including the Required Financial Information; (iv) if reasonably requested, providing reasonable assistance in the negotiation of the definitive agreements documents relating to the Financing, including with respect to any guarantee and collateral documents and providing Purchaser with any information regarding the Business reasonably necessary to complete customary closing and perfection certificates as may be required in connection with the Financing promptly as may be reasonably requested by Purchaser; (v) reasonably facilitating the pledging of collateral in connection with the Financing; (vi) providing customary authorization letters (including as to the accuracy of information and the absence of material non-public information) to the Financing Sources to the extent requested and (vii) upon execution thereofreasonable request therefor, at least three (3) Business Days prior to the Closing Date, furnishing all reasonable documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, as is requested in writing by Purchaser at least ten (10) days prior to the Closing Date. Notwithstanding anything to the contrary in this Agreement or otherwise, the actions contemplated in the foregoing clauses (i) through (vii) shall not require any cooperation to the extent it could reasonably be expected to (A) unreasonably interfere with the ongoing operations of the Business, (B) cause any representation or warranty in this Agreement to be breached, (C) cause any condition to the Closing set forth in Article VIII to fail to be satisfied or otherwise cause any breach of this Agreement, nothing contained (D) require Seller Parent or any of its Subsidiaries to pay any out-of-pocket fees or expenses or incur or assume any other liability or obligation in connection with the financings contemplated by the Commitment Letter or the Financing, (E) require Seller Parent or any of its Subsidiaries or any of their respective Representatives to provide (or to have provided on its behalf) any certificates or opinions or execute any definitive financing documents, including any credit or other agreements, pledge or security documents, in connection with the Financing, (F) cause any director, officer or employee of Seller Parent or any of its Subsidiaries to incur any personal liability and none of the boards of directors (or equivalent bodies) of Seller Parent or any of its Subsidiaries shall be required to enter into any resolutions or take similar action approving the Financing, (G) result in the material contravention of, or that could reasonably be expected to result in a material violation or breach of, or a default under, any Laws or under any material Contract to which Seller Parent or any of its Subsidiaries is a party in effect on the date hereof, (H) require Seller Parent or any of its Subsidiaries to provide access to or disclose information that Seller Parent determines would jeopardize any attorney-client privilege of Seller Parent or any of its Subsidiaries or (I) require Seller Parent or any of its Subsidiaries to prepare separate financial statements (other than the Required Financial Information) or pro forma financial statements or adjustments. Purchaser acknowledges and agrees that Seller Parent and its Subsidiaries and their respective Representatives shall not, prior to the Closing, have any responsibility for, or incur any liability to any Person under, the Financing or any other financing that Purchaser may raise in connection with the transactions contemplated hereby or any cooperation provided pursuant to this Section 6.28. Seller Parent hereby consents to the use of all of its and its Subsidiaries’ logos in use as of the date hereof, as applicable, in connection with the Financing, in accordance with customary practice and in the same manner as such logos are used as of the date hereof in connection with the Business, and subject to any reasonable restrictions that Seller Parent may impose; provided that the logos are used solely in a manner that is not intended, or reasonably likely, to harm or disparage Seller Parent and its Subsidiaries or Affiliates or the reputation or the goodwill of Seller Parent and its Subsidiaries or Affiliate. Notwithstanding anything in this Agreement to the contrary, Seller Parent’s breach of any of its covenants required to be performed by it under this Section 6.28 will not be considered in determining the satisfaction of the conditions in Article VIII unless such breach is material and directly results in Purchaser being unable to timely satisfy the conditions in the Commitment Letter and as a result Purchaser is unable to obtain the proceeds of the Financing at the Closing. c. Purchaser shall indemnify Seller Parent and its Affiliates and its and their Representatives from and against any Losses arising out of, resulting from or relating to the Financing (including any information used in connection therewith), including, to the extent applicable, promptly upon written request by Seller Parent, reimburse any out-of-pocket costs and expenses (including reasonable attorneys’ fees) of Seller Parent or its Affiliates or any of their respective Representatives arising out of, resulting from or relating to the Financing and any activities relating thereto, to the extent such costs and expenses are incurred (provided that the foregoing shall not be deemed an independent obligation of Seller Parent or its Affiliates and/or any of their respective Representatives to incur any such costs and expenses or to participate in any such financing efforts). The provisions of this Section 6.28(c) shall survive (i) any termination of this Agreement pursuant to Section 9.1 and (ii) the consummation of the transactions contemplated hereby, and are expressly intended to benefit, and are enforceable by, Seller Parent, its Subsidiaries and their respective Representatives. Notwithstanding anything herein to the contrary, it is understood by the Parties that the obtaining, or availability, of any proceeds of the Financing shall not be a condition to the Closing or to Purchaser’s obligation to consummate the transactions contemplated by this Agreement, or to the availability of remedies set forth in Section 10.17. Each of (A) Purchaser’s breach of any of its representations or warranties in Section 5.6 or Purchaser’s breach of any of its obligations in this Section 5.04 6.28 and (B) the failure, for any reason, of Purchaser to have sufficient cash available on the Closing Date to pay the Preliminary Purchase Price and/or the failure to so pay the Preliminary Purchase Price on the Closing Date, in each case, shall requireconstitute a willful and material breach of this Agreement by Purchaser and Seller Parent will be entitled to all remedies pursuant to this Agreement, including Section 9.2. d. None of Seller Parent, the Asset Sellers, the Share Sellers, the Conveyed Subsidiaries and each of their respective stockholders, partners, members, Affiliates, directors, officers, employees, controlling Persons and agents shall have any rights or claims against any Financing Source (and no Financing Source shall have any liability (whether in no event shall contract, in tort or otherwise) to Seller Parent, the reasonable best efforts Asset Sellers, the Share Sellers, the Conveyed Subsidiaries and each of Parent their respective stockholders, partners, members, Affiliates, directors, officers, employees, controlling Persons and agents) in connection with this Agreement, the Financing or Merger Sub be deemed the transactions contemplated hereby or construed to requirethereby, either Parent including any dispute arising out of or Merger Sub to (i) seek the Equity Financing from any source other than the counterparties to, or relating in any amount way to the performance of any financing commitments of such Financing Source with respect to the transactions contemplated hereby, whether at law or equity, in excess contract, in tort or otherwise; provided that, notwithstanding the foregoing, nothing in this Section 6.28(d) shall limit or modify the rights and obligations of that contemplated by, the Equity Funding Letter, or (ii) pay any material fees in excess of those contemplated by the Equity Funding Letter or the Debt Commitment Letter (including any market “flex” provisions contained therein)Purchaser under this Agreement.