Common use of Parent Financing Clause in Contracts

Parent Financing. (a) Parent shall use its reasonable best efforts to take, or cause to be taken, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Financing, including using reasonable best efforts to (A) comply with and maintain in full force and effect the Financing Commitments, (B) negotiate and execute definitive agreements with respect to the Debt Financing on the terms contained in the Debt Financing Commitments (including any “market flex” provisions applicable thereto in accordance with the terms set forth in the Debt Financing Commitment) or on terms that are substantially comparable or more favorable to Parent than the terms contained in the Debt Financing Commitments (including any “market flex” provisions applicable thereto), in each case, which terms do not effectuate Restricted Financing Changes (such definitive agreements, the “Definitive Financing Agreements”), (C) satisfy on a timely basis (or obtain the waiver of) all conditions applicable to Parent in the Financing Commitments and such Definitive Financing Agreements that are to be satisfied by Parent and to consummate the Financing at or prior to the Closing, (D) enforce its rights against the other parties to the Financing Commitments and the Definitive Financing Agreements and (E) consummate the Financing. Parent shall obtain the Equity Financing contemplated by the Equity Financing Commitment upon satisfaction or waiver of the conditions to Closing in Section 7.1 and Section 7.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing). To the extent reasonably requested by the Company from time to time, Parent shall keep the Company informed in reasonable detail of any material developments concerning the status of its efforts to arrange and obtain the Debt Financing, and Parent shall promptly respond to any such request from the Company concerning such status.

Parent Financing. (a) Parent shall use its reasonable best efforts to, and shall cause its Subsidiaries (and their respective Representatives) to use reasonable best efforts to, take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to arrange, obtain arrange and consummate the FinancingFinancing on the terms and subject to the conditions described in the Commitment Letters and the Debt Fee Letters as promptly as reasonably practicable but in any event prior to the Closing Date, including by using reasonable best efforts to (Ai) comply with and maintain in full force and effect the Financing CommitmentsCommitment Letters, (Bii) negotiate and execute enter into definitive agreements with respect to the Debt Financing on (the “Definitive Agreements”) consistent with the terms and conditions contained in therein (including, as necessary, the Debt Financing Commitments (including any “market flex” provisions applicable thereto in accordance with the terms set forth in the Debt Financing Commitment) or on terms that are substantially comparable or more favorable to Parent than the terms contained in the any Debt Financing Commitments (including any “market flex” provisions applicable thereto), in each case, which terms do not effectuate Restricted Financing Changes (such definitive agreements, the “Definitive Financing Agreements”Fee Letter), (Ciii) satisfy on a timely basis (or obtain the waiver of) on a timely basis all conditions applicable to conditions, which are within Parent or Merger Sub’s control, in the Financing Commitments Commitment Letters and such the Definitive Financing Agreements that are to be satisfied by Parent and to consummate the Financing at or prior to the Closing, comply with its obligations thereunder and (Div) enforce its rights against under the other parties to Commitment Letters. Without limiting the Financing Commitments and the Definitive Financing Agreements and (E) consummate the Financing. Parent shall obtain the Equity Financing contemplated by the Equity Financing Commitment upon satisfaction or waiver generality of the foregoing, in the event that all conditions to Closing contained in Section 7.1 and Section 7.2 the Commitment Letters (other than the consummation of the Merger and those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction ) have been satisfied or waiver of such conditions at the Closing). To the extent reasonably requested by the Company from time to timewaived, Parent shall keep the Company informed in (1) use reasonable detail of any material developments concerning the status of its best efforts to arrange and obtain cause the Debt FinancingFinancing Sources to comply with their respective obligations under the Debt Commitment Letter and (2) cause the Equity Investor to comply with its obligations under the Equity Commitment Letter, in each case, including to fund the Financing on the Closing Date, to the extent the proceeds thereof are required to consummate the Merger and Parent shall promptly respond to any such request from the Company concerning such statusother transactions contemplated hereby.

Parent Financing. (a) Parent shall use its reasonable best efforts to, and shall cause its Subsidiaries to take, or cause to be taken, or cause to be done, all things necessary, proper or advisable to arrangeuse reasonable best efforts to, obtain and consummate the Financing, Financing on the terms and conditions described in or contemplated by the Debt Commitment Letters (including the “market flex” provisions in any Debt Commitment Letter or Fee Letter) including using its reasonable best efforts to (A) comply with and maintain in full force and effect the Financing Commitments, (Bi) negotiate and execute definitive agreements with respect to enter into the Debt Financing Documents on such terms and conditions (as such terms may be modified or adjusted in accordance with (x) the terms contained in of, and within the Debt Financing Commitments (including limits of any such “market flex” provisions applicable thereto in accordance with the terms set forth in the Debt Financing Commitmentand (y) or on terms that are substantially comparable or more favorable to Parent than the terms contained in the Debt Financing Commitments (including any “market flex” provisions applicable thereto), in each case, which terms do not effectuate Restricted Financing Changes (such definitive agreements, the “Definitive Financing Agreements”this Section 8.03), (Cii) if all of the conditions to the Closing contained in Article 9 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 (or obtain the a waiver of) all conditions applicable to Parent and Merger Subsidiary contained in the Financing Commitments and such Definitive Financing Agreements Debt Commitment Letters that are within its or their control, (iii) cause the lenders party to be satisfied by Parent and the Debt Commitment Letters to fund at the Closing the full amount of the Financing required to consummate the Financing at or prior to the Closing, (D) enforce its rights against the other parties to the Financing Commitments and the Definitive Financing Agreements and (E) consummate the Financing. Parent shall obtain the Equity Financing transactions contemplated by the Equity Financing Commitment upon satisfaction or waiver this Agreement, if all of the conditions to the Closing contained in Section 7.1 and Section 7.2 Article 9 are satisfied or waived (other than those conditions that by their nature terms are to be satisfied or waived at the Closing, but subject Closing or will be satisfied or waived upon funding) and (iv) maintain in effect and comply with its obligations under (x) the Debt Commitment Letters and (y) to the satisfaction extent necessary to obtain and consummate the Financing, the Existing Credit Facility. Parent shall not agree to any amendment or modification to be made to, or any waiver of any provision or remedy, under the Debt Commitment Letters or the Existing Credit Facility without the prior written consent of the Company; provided that notwithstanding the foregoing Parent shall be permitted to amend the Debt Commitment Letters (A) to add purchasers, lenders, lead arrangers, book-runners, syndication agents or similar entities who had not executed any Debt Commitment Letter as of the date of this Amended and Restated Merger Agreement provided, further, that no such conditions addition shall relieve the original Lenders of their obligations under the Debt Commitment Letters prior to the initial funding of the Financing, except as set forth in the Debt Commitment Letters in respect of the “Additional Initial Lenders” (as defined thereunder), or (B) so long as such amendments or modifications do not, or could not be reasonably expected to, materially delay, prevent or adversely affect the Closing or the consummation of the Financing. Parent shall pay, or cause to be paid, as the same shall become due and payable, all fees and other amounts payable under the Debt Commitment Letters, Fee Letters and the Debt Financing Documents as required for funding of the full amount of the Financing at Closing. Upon any amendment, supplement or modification of the Closing). To Debt Commitment Letters or the extent reasonably requested by Existing Credit Facility (as the Company from time to timecase may be) in accordance with this Section 8.03, Parent shall keep provide a copy thereof to the Company informed in reasonable detail of any material developments concerning and the status of its efforts to arrange and obtain the Debt Financing, and Parent shall promptly respond to any such request from the Company concerning such status.term “

Parent Financing. At or before the Closing, (ax) Parent shall use its reasonable best efforts have consummated a private placement in public equity (the “Primary PIPE”) to takeraise the Required Amount through the sale of Parent Common Stock, provided that, if Parent is unable to sell in the Primary PIPE a sufficient number of shares of Parent Common Stock to accredited investors priced at then prevailing market prices of the Parent Common Stock to raise some or cause to be takenall of the Required Amount, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Financing, including using reasonable best efforts to (A) comply such Required Amount for purposes of the Primary PIPE shall be reduced to the minimum extent necessary based on applicable restrictions pertaining to Parent’s issuance of shares of Parent Common Stock under NASDAQ Listing Rule 5635, or, without limitation, any other applicable rule imposed by The NASDAQ Capital Market, TSX Venture Exchange, the SEC, or the laws of British Columbia, Canada, including any such rule that would deem the consummation of an equity financing of such amount, in conjunction with the business combination contemplated in this Agreement, a “change of control” requiring the approval of Parent’s stockholders thereunder (the “Required Amount Reduction”), and maintain (B) Xxxx & Xxxxx Lending Co, LLC (the “Backstop Investor”) shall be obligated pursuant to and in accordance with the terms of a Backstop Agreement entered into by the Backstop Investor and Parent concurrently with the parties’ entry into this Agreement, in the Form of Annex E to this Agreement, to backstop an amount equal to the entire Required Amount Reduction via a PIPE of Parent Common Stock (or, if applicable, any other Parent Securities issued to investors) to be fully funded by the Backstop Investor on reasonable market terms concurrently with the Closing, and (C) notwithstanding any term to the contrary herein, such reasonable market terms with respect to the Primary PIPE and, if applicable, the Backstop Investor’s investment under the Backstop Agreement shall have been mutually agreed upon and approved by the respective Board of Directors of each of the Company and Parent; (y) certain Parent Subsidiaries have entered into an asset-based loan facility agreement with SLR Digital Finance LLC, as lender, having a three (3) year term and providing for maximum aggregate borrowings thereunder of up to $10,000,000, in the form of Annex F attached to this Agreement, and such facility agreement shall be in full force and effect as of the Financing CommitmentsClosing with a drawn principal balance thereunder as of the Closing equal to zero; and (z) Parent shall have consummated after the date of this Agreement a disposition of non-core assets having a gross sales price of approximately $4MM (subject to certain earnout provisions for $1MM of such gross sales price); (such financings described above in (x), (By) negotiate and execute definitive agreements with respect to the Debt Financing on the terms contained in the Debt Financing Commitments (including any “market flex” provisions applicable thereto in accordance with the terms set forth in the Debt Financing Commitment) or on terms that are substantially comparable or more favorable to Parent than the terms contained in the Debt Financing Commitments (including any “market flex” provisions applicable theretoz), in each case, which terms do not effectuate Restricted Financing Changes (such definitive agreementscollectively, the “Definitive Financing AgreementsParent Financing”), (C) satisfy on a timely basis (or obtain the waiver of) all conditions applicable to Parent in the Financing Commitments and such Definitive Financing Agreements that are to be satisfied by Parent and to consummate the Financing at or prior to the Closing, (D) enforce its rights against the other parties to the Financing Commitments and the Definitive Financing Agreements and (E) consummate the Financing. Parent shall obtain the Equity Financing contemplated by the Equity Financing Commitment upon satisfaction or waiver of the conditions to Closing in Section 7.1 and Section 7.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing). To the extent reasonably requested by the Company from time to time, Parent shall keep the Company informed in reasonable detail of any material developments concerning the status of its efforts to arrange and obtain the Debt Financing, and Parent shall promptly respond to any such request from the Company concerning such status.

Parent Financing. (a) Parent and Merger Sub shall use its their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper reasonably necessary or advisable to arrange, obtain arrange and consummate the FinancingFinancing on the terms and conditions described in or contemplated by the Financing Commitments, including using reasonable best efforts to (Ai) comply with and maintain in full force and effect the Financing Commitments, (B) negotiate provided that Parent and execute definitive agreements with respect to Merger Sub may amend, replace, supplement or modify the Debt Financing Commitments to add or join lenders, lead arrangers, bookrunners, syndication agent or similar entities as parties thereto who have not executed the Debt Financing Commitment as of the date hereof, (ii) satisfy (or obtain waivers to) on the terms contained a timely basis all conditions applicable to Parent or Merger Sub to funding in the Debt Financing Commitments and the definitive agreements to be entered into pursuant thereto (including any “market flex” provisions applicable by consummating the Equity Financing substantially concurrently therewith), (iii) negotiate and enter into definitive agreements with respect thereto in accordance with the terms set forth in the Debt Financing Commitment) or on terms that are substantially comparable or more favorable to Parent than the terms contained and conditions described in the Debt Financing Commitments prior to the Closing Date and (including any “market flex” provisions applicable thereto), in each case, which terms do not effectuate Restricted Financing Changes (such definitive agreements, the “Definitive Financing Agreements”), (Civ) satisfy on a timely basis (or obtain the waiver of) all conditions applicable to Parent in enforce its rights under the Financing Commitments and such Definitive consummate the Financing Agreements that are prior to be satisfied by or at the Closing. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitments or the definitive agreements with respect thereto, or unfavorable from the standpoint of Parent and/or Merger Sub, Parent and Merger Sub shall promptly so notify the Company and use their reasonable best efforts to arrange to obtain alternative financing (the “Alternative Financing”), including from alternative sources, as promptly as practicable following the occurrence of such event in an amount, when added with Parent and Merger Sub’s existing cash on hand, the Equity Financing Commitments and the Available Company Cash Financing, sufficient to consummate the transactions contemplated by this Agreement, which Alternative Financing at would not involve terms and conditions in the aggregate that are materially less favorable, from the standpoint of Parent and/or Merger Sub than the Debt Financing Commitments as in effect on the date hereof. None of Parent and Merger Sub shall agree to or permit any amendments or modifications to, or grant any waivers of, any condition or other provision under the Debt Financing Commitments or any definitive agreements with respect thereto without the prior written consent of the Company if such amendments, modifications or waivers would (i) reduce the aggregate amount of the Debt Financing or (ii) impose new or additional conditions to the Closingavailability of the Debt Financing or otherwise expand, amend or modify the Debt Financing in a manner that would reasonably be expected to (DA) prevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated hereby or (B) adversely impact in any material respect the ability of Parent or Merger Sub to enforce its rights against the other parties to the Financing Commitments and or any definitive agreements with respect thereto. Without limiting the Definitive Financing Agreements and (E) consummate the Financing. Parent shall obtain the Equity Financing contemplated by the Equity Financing Commitment upon satisfaction or waiver generality of the conditions foregoing, neither Parent nor Merger Sub shall release or consent to Closing in Section 7.1 and Section 7.2 (the termination of the obligations of the financing sources under any Financing Commitments or definitive agreement with respect thereto other than those conditions that by their nature are to be satisfied at in accordance with the Closingterms thereof. Upon any amendment, but subject to supplement or modification of the satisfaction Debt Financing Commitments made in compliance with this ‎Section 6.11 (excluding any amendment for the sole purpose of joining or waiver of such conditions at the Closingadding additional commitment parties thereto). To the extent reasonably requested by the Company from time to time, Parent shall keep provide a copy thereof to the Company informed in reasonable detail of any material developments concerning and the status of its efforts to arrange and obtain the Debt Financing, and Parent shall promptly respond to any such request from the Company concerning such status.term “

Parent Financing. (a) 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 arrange, obtain and consummate the Financing, including using its reasonable best efforts to (Ai) comply with and maintain in full force and effect the Financing CommitmentsAmended Credit Agreement and the commitments provided for thereunder, (B) negotiate and execute definitive agreements with respect to the Debt Financing on the terms contained in the Debt Financing Commitments (including any “market flex” provisions applicable thereto in accordance with the terms set forth in the Debt Financing Commitment) or on terms that are substantially comparable or more favorable to Parent than the terms contained in the Debt Financing Commitments (including any “market flex” provisions applicable thereto), in each case, which terms do not effectuate Restricted Financing Changes (such definitive agreements, the “Definitive Financing Agreements”), (Cii) satisfy on a timely basis (or obtain the waiver of) all conditions applicable precedent to Parent drawing down funds set forth in the Amended Credit Agreement in connection with the Financing Commitments and such Definitive Financing Agreements (iii) in the event that are to be satisfied by Parent and to all conditions in the Amended Credit Agreement have been satisfied, consummate the Financing at or prior to Closing. In addition, from and after the date hereof, Parent shall not, and shall not permit any of its Subsidiaries to, draw down proceeds under the Amended Credit Facility or reduce the commitments thereunder to the extent that, after giving effect to such draw down or reduction, the remaining amounts available to be drawn down by Parent under the Amended Credit Facility (together with any immediately available funds then available, and which will be available at the Closing, to Parent) would not be sufficient to fund the payment of the aggregate Merger Consideration and all other amounts required to be paid pursuant to Article 2 and all related fees and expenses of Parent, Merger Subsidiary and their respective Representatives pursuant to this Agreement that are required to be paid in connection with the Closing. After the date hereof until the Closing, Parent shall not agree to any amendment or modification to be made to, or to any waiver of any provision or remedy under, the Amended Credit Agreement without the prior written consent of the Company if such amendments, modifications or waivers would reasonably be expected to (w) reduce the aggregate amount of funds or commitments available to Parent under the Amended Credit Facility below the amount required to consummate the Merger in accordance with this Agreement and pay all related fees and expenses required to be paid in connection with the Closing, (Dx) enforce its rights against the other parties impose new or additional conditions precedent to the Financing Commitments and drawdown of funds pursuant to the Definitive Financing Agreements and Amended Credit Agreement or (Ey) consummate prevent, impede or materially delay the availability of the Financing. Parent shall obtain the Equity Financing contemplated by the Equity Financing Commitment upon satisfaction Upon any amendment, supplement or modification of or waiver of the conditions to Closing in Section 7.1 and Section 7.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing). To the extent reasonably requested by the Company from time to timeAmended Credit Agreement in accordance with this Section 8.03, Parent shall keep provide a copy thereof to the Company informed in reasonable detail of any material developments concerning and the status of its efforts to arrange and obtain the Debt Financing, and Parent shall promptly respond to any such request from the Company concerning such status.term “

Parent Financing. (a) 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 to arrangearrange and obtain the Debt Financing on the terms and conditions described in or contemplated by the Debt Commitment Letter as soon as practicable following the date of this Agreement on the terms and conditions, obtain and consummate taken as a whole (including the Financing“market flex” provisions) described in the Debt Commitment Letter, including using its reasonable best efforts to (Ai) comply with and maintain in full force and effect its obligations under the Financing CommitmentsDebt Commitment Letter, (Bii) negotiate and execute enter into the Debt Financing Documents and other definitive agreements with respect to the Debt Financing on Commitment Letter, for which the terms contained in amount of commitments shall be no less and the Debt Financing Commitments (including any “market flex” provisions applicable thereto in accordance with the terms conditions to funding shall be no more restrictive than as set forth in the Debt Financing Commitment) or on terms that are substantially comparable or more favorable to Parent than the terms contained in the Debt Financing Commitments (including any “market flex” provisions applicable thereto), in each case, which terms do not effectuate Restricted Financing Changes (such definitive agreements, the “Definitive Financing Agreements”)Commitment Letter, (Ciii) satisfy on a timely basis (or obtain the waiver of) all conditions applicable to Parent and Merger Subsidiary contained in the Financing Commitments Debt Commitment Letter (including definitive agreements related thereto), including the payment of any commitment, engagement or placement fees required as a condition to the Debt Financing, and such Definitive Financing Agreements that are to be satisfied by Parent and to (iv) consummate the Debt Financing at or prior to the Closing, subject to the satisfaction or waiver of the conditions contained in this Agreement. Parent shall not agree to any amendment or modification to be made to, or any waiver of any provision or remedy, under the Debt Commitment Letter without the prior written consent of the Company if such amendments, modifications or waivers could reasonably be expected to (A) reduce the aggregate amount of the Debt Financing below the amount required to consummate the Merger, repay or refinance the debt contemplated in this Agreement or the Debt Commitment Letter and pay all related fees and expenses, (B) impose new or additional conditions to the receipt of the Debt Financing, (C) prevent, impede or materially delay the consummation of the transactions contemplated by this Agreement or (D) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Financing Commitments and Debt Commitment Letter; provided, that this sentence shall not prohibit any amendment to the Definitive Financing Agreements and (E) consummate Debt Commitment Letter solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Financing. Parent shall obtain the Equity Financing contemplated by the Equity Financing Debt Commitment upon satisfaction or waiver Letter as of the conditions to Closing date hereof. Upon any amendment, supplement or modification of the Debt Commitment Letter in accordance with this Section 7.1 and Section 7.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing). To the extent reasonably requested by the Company from time to time8.03, Parent shall keep provide a copy thereof to the Company informed in reasonable detail of any material developments concerning and the status of its efforts to arrange and obtain the Debt Financing, and Parent shall promptly respond to any such request from the Company concerning such status.term “

Parent Financing. (a) Parent and Merger Sub shall use its their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper necessary or advisable to arrange, obtain arrange and consummate the FinancingFinancing on the terms and conditions described in or contemplated by the Financing Commitments (including complying with any request exercising so-called “flex” provisions contained therein), including using reasonable best efforts to (Ai) comply with and maintain in full force and effect the Financing Commitments, provided, however, for the avoidance of doubt, Parent and Merger Sub may amend, replace, supplement and/or modify the Debt Financing Commitments solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities as parties thereto who had not executed the Debt Financing Commitments as of the date hereof, (Bii) satisfy (or obtain waivers to) on a timely basis all conditions to funding in the Debt Financing Commitments and such definitive agreements to be entered into pursuant thereto (including by consummating the Equity Financing substantially concurrently therewith), (iii) negotiate and execute enter into definitive agreements with respect to the Debt Financing thereto on the terms contained and conditions described in the Debt Financing Commitments (including any “market flex” provisions applicable thereto in accordance with the terms set forth in the Debt Financing Commitmentcontained therein) or on terms that are substantially comparable or more favorable to Parent than the terms contained in the Debt Financing Commitments (including any “market flex” provisions applicable thereto), in each case, which terms do not effectuate Restricted Financing Changes (such definitive agreements, the “Definitive Financing Agreements”), (C) satisfy on a timely basis (or obtain the waiver of) all conditions applicable to Parent in the Financing Commitments and such Definitive Financing Agreements that are to be satisfied by Parent and to consummate the Financing at or prior to the Closing, Closing Date and (Div) enforce its rights against under the other parties to the Debt Financing Commitments and the Definitive Financing Agreements and (E) consummate the Financing. Parent shall obtain the Equity Financing contemplated by the Equity Financing Commitment upon satisfaction or waiver of the conditions to Closing in Section 7.1 and Section 7.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing)Commitments. To the extent reasonably requested by the Company from time to time, Parent shall keep the Company informed in reasonable detail on a reasonably current basis of any material developments concerning the status of its efforts to arrange and obtain the Financing (or Alternative Financing). In the event any portion of the Debt FinancingFinancing becomes unavailable on the terms and conditions (including any “flex” provisions) contemplated in the Debt Financing Commitments for any reason other than due to the breach by the Company of any representation, and warranty or covenant contained herein or as a result of the failure of a condition contained herein to be satisfied by the Company (A) Parent shall promptly respond notify the Company in writing and (B) Parent and Merger Sub shall use their reasonable best efforts to arrange to obtain alternative financing from alternative sources (the “Alternative Financing”) in an amount, when added with Parent and Merger Sub’s existing cash on hand and the Equity Financing Commitment, sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event, which Alternative Financing would not (i) involve terms and conditions that are materially less beneficial to Parent or Merger Sub (provided that such reasonable best efforts shall not include requiring Parent or Merger Sub to pay any additional fees or to increase any interest rates applicable to the Debt Financing in excess of the amount set forth in the Debt Financing Commitment (including any “flex” provisions) on the date hereof), or, if such terms and conditions are not then available, then on such other terms that are acceptable to the Parent and Merger Sub in their sole discretion, (ii) involve any conditions to funding the Debt Financing that are not contained in the Debt Financing Commitments and (iii) be reasonably be expected to prevent, impede or delay the consummation of the Debt Financing or such Alternative Financing or the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Parent shall promptly notify the Company in writing (A) if there exists any material breach, material default, repudiation, cancellation or termination by any party to the Financing Commitments, (B) of the receipt by Parent or Merger Sub of any written notice or other written communication from any lender or other Debt Financing Source with respect to any such request actual breach, default, repudiation, cancellation or termination by any party to the Financing Commitments or (C) (I) there is a material dispute or disagreement between or among Parent or Merger Sub on the one hand and any parties to any Financing Commitments or any definitive document related to the Financing on the other hand or (II) Parent reasonably expects that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Financing Commitments or the definitive documents related to the Financing. As soon as reasonably practicable, Parent shall provide any information reasonably requested by the Company concerning relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence. Parent, Merger Sub and Guarantor shall not (without the prior written consent of the Company) consent or agree to any amendment, replacement, supplement or modification to, or any waiver of any provision under, the Financing Commitment or the definitive agreements relating to the Financing if such statusamendment, replacement, supplement, modification or waiver (1) decreases the aggregate amount of the Financing to an amount that would be less than an amount that would be required to consummate the Merger and make the other payments required by Parent, Merger Sub and the Surviving Corporation hereunder or otherwise contemplated in connection herewith and repay or refinance the debt contemplated in this Agreement or the Financing Commitments, (2) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Financing, (3) would reasonably be expected to prevent, impede or delay the consummation of the transactions contemplated by this Agreement, or (4) materially and adversely impacts the ability of Parent or Merger Sub to enforce its rights against the other parties to the Financing Commitments. Upon request, Parent shall furnish to the Company a copy of any amendment, modification, waiver or consent of or relating to the Financing Commitments promptly upon execution thereof. Upon any amendment, supplement or modification of the Financing Commitments and made in compliance with this Section 6.12(a) (excluding any amendment for the sole purpose of joining or adding additional commitment parties thereto), Parent shall provide a copy thereof to the Company and the term “Financing Commitments” shall mean the Financing Commitments as so amended, replaced, supplemented or modified, including any Alternative Financing. Notwithstanding the foregoing, compliance by Parent with this Section 6.12 shall not relieve Parent or Merger Sub of its obligation to consummate the transactions contemplated by this Agreement whether or not the Financing is available and each of Parent and Merger Sub acknowledges that this Agreement and the transactions contemplated hereby are not contingent on Parent or Merger Sub’s ability to obtain the financing (or any alternative financing) or any specific term with respect to such financing. Notwithstanding anything set forth herein, Parent’s and Merger Sub’s obligations under this Section 6.12(a) shall to the extent applicable take into account the expected timing of the Marketing Period.

Parent Financing. (a) Parent shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, as promptly as possible, all things necessary, proper or advisable to arrange, arrange and obtain the Financing on the terms and consummate conditions described in the FinancingCommitment Letters (including any flex provisions in any fee letter), including using commercially reasonable best efforts to maintain in effect the Commitment Letters to the extent the proceeds of the Financing are required to consummate the Transactions and to, as promptly as possible, (Ai) comply with satisfy, or cause to be satisfied, on a timely basis, or obtain a waiver of, all conditions precedent in the Commitment Letters applicable to Parent and its Affiliates to the extent the proceeds of the Financing are required to consummate the Transactions, (ii) maintain in full force and effect the Financing CommitmentsCommitments to the extent the proceeds of the Financing are required to consummate the Transactions and satisfy on a timely basis all conditions and covenants applicable to Parent (or its Affiliates) in such definitive agreements, (Biii) negotiate and execute enter into definitive agreements with respect to the Debt Financing on the terms contained and conditions contemplated by the Debt Commitment Letter to the extent the proceeds of the Financing are required to consummate the Transactions (or on terms that are not less favorable in the Debt Financing Commitments (including any “market flex” provisions applicable thereto in accordance with aggregate to Parent than the terms and conditions set forth in the Debt Financing Commitment) or Commitment Letter in effect on terms that are substantially comparable or more favorable to Parent than the terms contained in the Debt Financing Commitments (including any “market flex” provisions applicable thereto), in each case, which terms do not effectuate Restricted Financing Changes (such definitive agreements, the “Definitive Financing Agreements”date hereof), (Civ) satisfy on a timely basis (or obtain in the waiver of) event that all conditions applicable to Parent in the funding or investing, as applicable, of the Financing Commitments and such Definitive Financing Agreements that are to be have been satisfied by Parent and to the extent such proceeds are required to consummate the Transactions, consummate the Financing at or prior to the Closing, including using commercially reasonable efforts to cause the Financing Sources providing the Financing to fund at Closing to the extent the proceeds of the Financing are required to consummate the Transactions, (Dv) enforce its rights against under the other parties Commitment Letters to the extent the proceeds of the Financing Commitments and are required to consummate the Definitive Financing Agreements Transactions and (Evi) comply with its obligations under the Commitment Letters and, in the case of the Debt Commitment Letter, any related definitive agreement to the extent the proceeds of the Financing are required to consummate the Financing. Parent shall obtain the Equity Financing contemplated by the Equity Financing Commitment upon satisfaction or waiver of the conditions to Closing in Section 7.1 and Section 7.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing). To the extent reasonably requested by the Company from time to time, Parent shall keep the Company informed in reasonable detail of any material developments concerning the status of its efforts to arrange and obtain the Debt Financing, and Parent shall promptly respond to any such request from the Company concerning such statusTransactions.

Parent Financing. (a) 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 to arrange, arrange and obtain the Debt Financing on the terms and consummate conditions described in the FinancingDebt Financing Commitments, including using reasonable best efforts to (Ai) comply with and maintain in full force and effect the Financing Commitments, (Bii) negotiate satisfy on a timely basis all conditions applicable to Parent and execute Merger Sub to obtaining the Financing (including by consummating the Equity Financing at or prior to the Closing), (iii) enter into definitive agreements with respect to the Debt Financing thereto on the terms and conditions contained in the Debt Financing Commitments (or consistent in all material respects with the Debt Financing Commitments, including any “market flex” provisions applicable thereto in accordance with the terms set forth in the Debt Financing Commitment) provisions, or on other terms that are substantially comparable would not materially and adversely impact the ability of Parent or more favorable Merger Sub to Parent than timely consummate the terms contained in the Debt Financing Commitments transactions contemplated hereby, and (including any “market flex” provisions applicable thereto), in each case, which terms do not effectuate Restricted Financing Changes (such definitive agreements, the “Definitive Financing Agreements”), (Civ) satisfy on a timely basis (or obtain the waiver of) all conditions applicable to Parent in the Financing Commitments and such Definitive Financing Agreements that are to be satisfied by Parent and to consummate the Financing at or prior to the Closing, (D) enforce its rights against the other parties to the Financing Commitments and the Definitive Financing Agreements and (E) consummate the Financing. Parent shall obtain not, and shall not permit Merger Sub to, agree to or permit any amendment, supplement or other modification of, or waive any of its rights under, any Financing Commitment or any definitive agreements related to the Equity Financing, in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed), except any such amendment, supplement or other modification to the Debt Financing Commitments that would not reasonably be expected to prevent, materially impede or materially delay the consummation of the Debt Financing or the transactions contemplated by the Equity Financing Commitment upon satisfaction or waiver of the conditions to Closing in Section 7.1 and Section 7.2 this Agreement (other than those conditions that by their nature are to be satisfied at the Closingit being understood that, but subject to the satisfaction requirements of this sentence, such amendment, supplement or waiver other modification of the Debt Financing Commitments may provide for the assignment of a portion of the Debt Financing Commitment to additional agents or arrangers and the granting to such conditions at persons of approval rights as are customarily granted to additional agents or arrangers) shall be permitted hereunder without the ClosingCompany’s prior written consent. Upon any such amendment, supplement or modification of the Debt Financing Commitments in accordance with this Section 6.10(a). To the extent reasonably requested by the Company from time to time, Parent shall keep provide a copy thereof to the Company informed in reasonable detail of any material developments concerning and the status of its efforts to arrange and obtain the Debt Financing, and Parent shall promptly respond to any such request from the Company concerning such status.term “

Parent Financing. (a) Parent and Merger Sub shall use its their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain arrange and consummate the FinancingDebt Financing on the terms and conditions described in or contemplated by the Debt Financing Commitments (including complying with any request exercising so-called “flex” provisions contained therein), including using reasonable best efforts to (Ai) comply with and maintain in full force and effect the Debt Financing Commitments, (Bii) satisfy on a timely basis all conditions to funding in the Debt Financing Commitments and such definitive agreements to be entered into pursuant thereto, (iii) negotiate and execute enter into definitive agreements with respect to the Debt Financing thereto on the terms contained and conditions described in the Debt Financing Commitments (including any “market flex” provisions applicable thereto in accordance with contained therein) prior to the terms set forth in Closing Date, (iv) enforce its rights under the Debt Financing CommitmentCommitments and (v) or on terms in the event that are substantially comparable or more favorable to Parent than the terms contained all conditions in the Debt Financing Commitments (including any “market flex” provisions applicable thereto)have been satisfied, in each case, which terms do not effectuate Restricted cause the lenders and other Persons providing Debt Financing Changes (such definitive agreements, to fund on the “Definitive Closing Date the Debt Financing Agreements”), (C) satisfy on a timely basis (or obtain the waiver of) all conditions applicable to Parent in the Financing Commitments and such Definitive Financing Agreements that are to be satisfied by Parent and required to consummate the Financing at or prior to the Closing, (D) enforce its rights against Merger and the other parties to the Financing Commitments and the Definitive Financing Agreements and (E) consummate the Financing. Parent shall obtain the Equity Financing transactions contemplated by the Equity Financing Commitment upon satisfaction or waiver of the conditions to Closing in Section 7.1 and Section 7.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing)hereby. To the extent reasonably requested by the Company from time to time, Parent shall keep the Company informed in reasonable detail on a reasonably current basis of any material developments concerning the status of its efforts to arrange the Debt Financing (or Alternative Financing) and Parent shall provide to the Company copies of all documents related to the Debt Financing (or Alternative Financing). In the event any portion of the Debt Financing becomes unavailable on the terms and conditions (including any “flex” provisions) contemplated in the Debt Financing Commitments for any reason (A) Parent shall promptly notify the Company in writing and (B) Parent and Merger Sub shall use their reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, alternative financing from alternative sources (the “Alternative Financing”) in an amount, when added with Parent and Merger Sub’s existing cash on hand, sufficient to consummate the transactions contemplated by this Agreement, which would not (i) involve terms and conditions that are materially less beneficial to Parent or Merger Sub, (ii) involve any conditions to funding the Debt Financing that are not contained in the Debt Financing Commitments and (iii) would not reasonably be expected to prevent, impede or delay the consummation of the transactions contemplated by this Agreement. In furtherance of, and not in limitation of, the foregoing, in the event that any portion of the Debt Financing becomes unavailable, regardless of the reason therefor, but any bridge facilities contemplated by the Debt Financing Commitments (or alternative bridge facilities obtained in accordance with this Section 7.9(a)) are available on the terms and conditions described in the Debt Financing Commitments (or replacements thereof), then Parent shall cause the proceeds of such bridge financing to be used in lieu of such contemplated Debt Financing as promptly as practicable. Without limiting the generality of the foregoing, Parent shall promptly notify the Company in writing (A) if there exists any breach, default, repudiation, cancellation or termination by any party to the Debt Financing Commitments (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, default, repudiation, cancellation or termination), (B) of the receipt by Parent or Merger Sub of any written notice or other written communication from any lender or other Debt Financing Source with respect to any actual breach, default, repudiation, cancellation or termination by any party to the Debt Financing Commitments or (C) if for any reason Parent or Merger Sub believes in good faith that (I) there is (or there is reasonably likely to be) a dispute or disagreement between or among any parties to any Debt Financing Commitments or any definitive document related to the Debt Financing or (II) there is a reasonable possibility that it will not be able to obtain all or any portion of the Debt Financing on the terms, in the manner or from the sources contemplated by the Debt Financing Commitments or the definitive documents related to the Debt Financing. As soon as reasonably practicable, Parent shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence. Parent and Merger Sub shall not (without the prior written consent of the Company) consent or agree to any amendment, replacement, supplement or modification to, or any waiver of any provision under, the Debt Financing Commitments or the definitive agreements relating to the Debt Financing if such amendment, replacement, supplement, modification or waiver (1) decreases the aggregate amount of the Debt Financing to an amount that would be less than an amount that would be required to consummate the Merger and make the other payments required to be made by Parent, Merger Sub or the Surviving Company hereunder or otherwise contemplated in connection herewith and repay or refinance the debt contemplated in this Agreement or the Debt Financing Commitments, (2) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing, and (3) would reasonably be expected to prevent, impede or delay the consummation of the transactions contemplated by this Agreement, or (4) adversely impacts the ability of Parent or Merger Sub to enforce its rights against the other parties to the Debt Financing Commitments. Parent shall promptly respond furnish to any such request from the Company concerning a copy of any amendment, modification, waiver or consent of or relating to the Debt Financing Commitments promptly upon execution thereof. Parent and Merger Sub shall use their reasonable best efforts to maintain the effectiveness of the Debt Financing Commitments until the transactions contemplated by this Agreement are consummated. Notwithstanding the immediately foregoing two sentences, for the avoidance of doubt, Parent and Merger Sub may amend, replace, supplement and/or modify the Debt Financing Commitments solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities as parties thereto who had not executed the Debt Financing Commitments as of the date hereof. Parent shall provide the Company, upon reasonable request, with such status.information and documentation as shall be reasonably necessary to allow the Company to monitor the progress of such financing activities. Upon any amendment, supplement or modification of the Debt Financing Commitments, Parent shall provide a copy thereof to the

Parent Financing. (a) Parent shall use its reasonable best efforts to, and shall cause its Subsidiaries (and their respective Representatives) to use reasonable best efforts to, take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to arrange, obtain arrange and consummate the FinancingFinancing on the terms and subject to the conditions described in the Commitment Letters and the Debt Fee Letters as promptly as reasonably practicable but in any event prior to the Closing Date, including by using reasonable best efforts to (Ai) comply with and maintain in full force and effect the Financing CommitmentsCommitment Letters, (Bii) negotiate and execute enter into definitive agreements with respect to the Debt Financing on (the “Definitive Agreements”) consistent with the terms and conditions contained in therein (including, as necessary, the Debt Financing Commitments (including any “market flex” provisions applicable thereto in accordance with the terms set forth in the Debt Financing Commitment) or on terms that are substantially comparable or more favorable to Parent than the terms contained in the any Debt Financing Commitments (including any “market flex” provisions applicable thereto), in each case, which terms do not effectuate Restricted Financing Changes (such definitive agreements, the “Definitive Financing Agreements”Fee Letter), (Ciii) satisfy on a timely basis (or obtain the waiver of) on a timely basis all conditions applicable to conditions, which are within Parent or Merger Sub’s control, in the Financing Commitments Commitment Letters and such the Definitive Financing Agreements that are to be satisfied by Parent and to consummate the Financing at or prior to the Closing, comply with its obligations thereunder and (Div) enforce its rights against under the other parties to Commitment Letters. Without limiting the Financing Commitments and the Definitive Financing Agreements and (E) consummate the Financing. Parent shall obtain the Equity Financing contemplated by the Equity Financing Commitment upon satisfaction or waiver generality of the foregoing, in the event that all conditions to Closing contained in Section 7.1 and Section 7.2 the Commitment Letters (other than the consummation of the Merger and those conditions that by their nature are to be satisfied or waived at the Closing, but subject to the satisfaction ) have been satisfied or waiver of such conditions at the Closing). To the extent reasonably requested by the Company from time to timewaived, Parent shall keep the Company informed in (1) use reasonable detail of any material developments concerning the status of its best efforts to arrange and obtain cause the Debt FinancingFinancing Sources to comply with their respective obligations under the Debt Commitment Letter and (2) cause each Equity Investor to comply with its obligations under the Equity Commitment Letter, in each case, including to fund the Financing on the Closing Date, to the extent the proceeds thereof are required to consummate the Merger and Parent shall promptly respond to any such request from the Company concerning such statusother transactions contemplated hereby.

Parent Financing. (a) Parent and Merger Sub shall use its their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable reasonably necessary to arrange, obtain arrange and consummate the FinancingFinancing on the terms and conditions described in or contemplated by the Financing Commitments, including using reasonable best efforts to, to the extent necessary to fund the Required Amount: (Ai) comply with and maintain in full force and effect the Financing Commitments, (Bii) negotiate and execute definitive agreements with respect satisfy (or obtain waivers to) on a timely basis all conditions applicable to the Debt Financing on the terms contained Parent or Merger Sub to funding in the Debt Financing Commitments and the definitive agreements to be entered into pursuant thereto (including any “market flex” provisions applicable by consummating the Equity Financing substantially concurrently therewith), (iii) negotiate and enter into definitive agreements with respect thereto in accordance with the terms set forth in the Debt Financing Commitment) or on terms that are substantially comparable or more favorable to Parent than the terms contained and conditions described in the Debt Financing Commitments prior to the Closing Date and (including any “market flex” provisions applicable thereto), in each case, which terms do not effectuate Restricted Financing Changes (such definitive agreements, the “Definitive Financing Agreements”), (Civ) satisfy on a timely basis (or obtain the waiver of) all conditions applicable to Parent in enforce its rights under the Financing Commitments and such Definitive consummate the Financing Agreements that are prior to be satisfied by or at the Closing. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitments or the definitive agreements with respect thereto, or unfavorable from the standpoint of Parent and/or Merger Sub, Parent and Merger Sub shall promptly so notify the Company and use their reasonable best efforts to arrange to obtain alternative financing (the “Alternative Financing”), including from alternative sources, as promptly as practicable following the occurrence of such event in an amount, when added with Parent and Merger Sub’s existing cash on hand and the Equity Financing Commitments, sufficient to consummate the transactions contemplated by this Agreement, which Alternative Financing at would not involve terms and conditions in the aggregate that are less favorable, from the standpoint of the Company, to Parent or Merger Sub than the Debt Financing Commitments as in effect on the date hereof. None of Parent and Merger Sub shall agree to or permit any amendments or modifications to, or grant any waivers of, any condition or other provision under the Debt Financing Commitments or any definitive agreements with respect thereto without the prior written consent of the Company if such amendments, modifications or waivers would (i) reduce the aggregate amount of the Debt Financing which would cause the Financing to be less than the Required Amount, or (ii) impose new or additional conditions to the ClosingDebt Financing or otherwise expand, amend or modify the Debt Financing in a manner that would reasonably be expected to (DA) prevent or materially delay the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated hereby or (B) adversely impact in any material respect the ability of Parent or Merger Sub to enforce its rights against the other parties to the Financing Commitments and the Definitive Financing Agreements and (E) consummate the Financingor any definitive agreements with respect thereto. Parent shall obtain the Equity Financing contemplated by the Equity Financing Commitment upon satisfaction Upon any amendment, supplement or waiver modification of the conditions to Closing Debt Financing Commitments made in compliance with this Section 7.1 and Section 7.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing). To the extent reasonably requested by the Company from time to time6.11, Parent shall keep provide a copy thereof to the Company informed in reasonable detail (except that the commitment letters (including the term sheet annexed thereto) and the fee letter are subject to redactions of any material developments concerning commercially sensitive information)) and the status of its efforts to arrange and obtain the Debt Financing, and Parent shall promptly respond to any such request from the Company concerning such status.term “

Parent Financing. (a) 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 to arrange, arrange and obtain the Financing on the terms and conditions described in or contemplated by the Financing Commitments (taking into account related “market flex” provisions contained in the Debt Commitment Letters) (or such other terms and conditions acceptable to Parent so long as such terms and conditions satisfy the requirement set forth in Section 8.03(b)(ii) below) and to consummate the Financing on the Closing Date and shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy, under the Financing Commitments without the prior written consent of the Company if such amendments, modifications or waivers would (i) reduce the aggregate amount of the Financing (including, without limitation, by increasing the fees payable thereunder or the original issue discount applicable to the Financing) below the Required Financing Amount, including using (ii) impose new or additional conditions, or expand, amend or modify any of the conditions to the receipt of the Financing that would prevent or materially delay the consummation of the transactions contemplated by this Agreement, (iii) materially delay or impair the availability of the Financing at Closing or materially impede the satisfaction of the conditions to obtaining the Financing or (iv) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties (collectively, each a “Restricted Financing Commitment Amendment”); provided, that, subject to the foregoing, Parent may amend the Financing Commitments without the consent of the Company to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitments as of the date hereof. Without limiting the foregoing, Parent shall use its reasonable best efforts to (A) comply with and maintain in full force and effect the Financing Commitments, (B) negotiate and execute satisfy on a timely basis (taking into account the Marketing Period) all conditions to obtaining the Financing that are within its control or subject to its influence, (C) enter into definitive agreements with respect to the Debt Financing Commitments on the terms and conditions contained in the Debt Financing Commitments (including any taking into account related “market flex” provisions applicable thereto in accordance with the terms set forth in the Debt Financing Commitment) or on terms that are substantially comparable or more favorable to Parent than the terms contained in the Debt Financing Commitments Commitment Letters) (including any “market flex” provisions applicable thereto), or such other terms and conditions acceptable to Parent so long as such terms and conditions satisfy the requirement set forth in each case, which terms do not effectuate Restricted Financing Changes (such definitive agreements, the “Definitive Financing Agreements”Section 8.03(b)(ii) below), (CD) satisfy fully pay (including from the proceeds of the Financing) any and all commitment fees or other fees required to be paid under the Financing Commitments on a timely basis or prior to the Closing Date, (or obtain E) enforce its rights under the waiver ofFinancing Commitments and (F) in the event that all conditions applicable to Parent in the Financing Commitments and such Definitive Financing Agreements that are to be satisfied by Parent and to have been satisfied, consummate the Financing at on or prior to before the ClosingClosing Date. Upon any amendment, (D) enforce its rights against the other parties to supplement or modification of the Financing Commitments and the Definitive Financing Agreements and (E) consummate the Financing. Parent shall obtain the Equity Financing contemplated by the Equity Financing Commitment upon satisfaction or waiver of the conditions to Closing in accordance with this Section 7.1 and Section 7.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing). To the extent reasonably requested by the Company from time to time8.03, Parent shall keep provide a copy thereof to the Company informed in reasonable detail of any material developments concerning and, so long as no such amendment, supplement or modification does not constitute a Restricted Financing Commitment Amendment, the status of its efforts to arrange and obtain the terms “Debt FinancingCommitment Letters”, and Parent shall promptly respond to any such request from the Company concerning such status.“

Parent Financing. (a) (i) Parent and Merger Sub shall use its their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable necessary to arrange, obtain arrange and consummate the FinancingDebt Financing on the terms and conditions described in or contemplated by the Debt Financing Commitments (taking into account any “market flex” provisions in the related fee letter) or on terms and conditions that are no less favorable in the aggregate to the Parent Parties (as determined by the Parent Parties in good faith) than the terms and conditions contained in the Debt Financing Commitments (taking into account any “market flex” provisions in the related fee letter), including using reasonable best efforts to (Ai) comply with and maintain in full force and effect the Debt Financing Commitments, (Bii) satisfy (or, if deemed advisable by the Parent Parties, to obtain the waiver of) on a timely basis (taking into account the timing of the Marketing Period) all conditions to funding in the Debt Financing Commitments that are within the control of the Parent Parties, (iii) negotiate and execute enter into definitive agreements with respect to thereto on terms and conditions described in the Debt Financing Commitments (taking into account any “market flex” provisions in the related fee letter) at or prior to the Closing on terms and conditions that are no less favorable in the aggregate to the Parent Parties (as determined by the Parent Parties in good faith) than terms contained in the Debt Financing Commitments (including any “market flex” provisions applicable thereto in accordance with the terms set forth in related fee letter); provided that, notwithstanding anything to the contrary, the documentation relating to the bridge loan facilities contemplated by the Debt Financing CommitmentCommitments shall not be required until reasonably necessary in connection with the funding of the Debt Financing, (iv) or on terms enforce its rights under the Debt Financing Commitments and (v) in the event that are substantially comparable or more favorable to Parent than the terms contained all conditions in the Debt Financing Commitments (including any “market flex” provisions applicable thereto)have been satisfied or waived, use reasonable best efforts to cause the lenders party to the Debt Financing Commitments to fund on the Closing Date the Debt Financing necessary to fund, in each case, which terms do not effectuate Restricted Financing Changes (such definitive agreementspart, the “Definitive Financing Agreements”), Required Amount (C) satisfy on a timely basis (or obtain the waiver of) all conditions applicable to Parent which may include litigation pursued in the Financing Commitments and such Definitive Financing Agreements that are to be satisfied by Parent and to consummate the Financing at or prior to the Closing, (D) enforce its rights against the other parties to the Financing Commitments and the Definitive Financing Agreements and (E) consummate the Financing. Parent shall obtain the Equity Financing contemplated by the Equity Financing Commitment upon satisfaction or waiver of the conditions to Closing in Section 7.1 and Section 7.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closinggood faith). To the extent reasonably requested by the Company from time to time, Parent shall keep the Company informed in reasonable detail on a reasonably current basis of any material developments concerning the status of its efforts to arrange and obtain the Debt Financing (or Alternative Financing) and, and upon the reasonable request of the Company, Parent shall promptly respond provide to any such request from the Company concerning such statuscopies of the definitive agreements related to the Debt Financing (or Alternative Financing) for the purpose of monitoring the progress of the financing activities.

Parent Financing. (a) Parent and Merger Sub shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain arrange and consummate the FinancingFinancing on the terms and conditions described in or contemplated by the Financing Commitments, including using reasonable best efforts to (Ai) comply with and maintain in full force and effect the Financing CommitmentsCommitments until the earliest of the Table of Contents consummation of the transactions contemplated hereby, the termination of this Agreement or the time at which any Alternative Financing is obtained, (Bii) satisfy on a timely basis, to the extent within their control, all conditions to funding in the Debt Financing Commitments and such definitive agreements to be entered into pursuant thereto (including by consummating the Equity Financing at or prior to the Closing), (iii) negotiate and execute enter into definitive agreements with respect to the Debt Financing thereto on the terms contained and conditions described in the Debt Financing Commitments (including any “market flex” provisions applicable thereto contained therein) or otherwise consistent in accordance all material respects with the terms set forth in the Debt Financing CommitmentCommitments and on other terms that would not (A) reduce the aggregate principal amount of the Debt Financing to an amount that would be less than an amount that would be required to consummate the Merger and make the other payments required by Parent, Merger Sub and the Surviving Corporation hereunder or otherwise contemplated in connection herewith and repay or refinance the debt contemplated in this Agreement or the Financing Commitments (unless the Equity Financing is increased by a corresponding amount) or on terms (B) impose new or additional conditions or otherwise adversely amend or modify any of the conditions to the receipt of the Financing, in each case, in a manner that are substantially comparable would reasonably be expected to prevent or more favorable materially delay the receipt of the Debt Financing prior to Parent than the terms contained Closing Date, (iv) enforce its rights under the Debt Financing Commitments and (v) in the event that all conditions in the Debt Financing Commitments (including any “market flex” provisions applicable thereto)have been satisfied, in each case, which terms do not effectuate Restricted cause the lenders and other Persons providing Debt Financing Changes (such definitive agreements, to fund on the “Definitive Closing Date the Debt Financing Agreements”), (C) satisfy on a timely basis (or obtain the waiver of) all conditions applicable to Parent in the Financing Commitments and such Definitive Financing Agreements that are to be satisfied by Parent and required to consummate the Financing at or prior to the Closing, (D) enforce its rights against Merger and the other parties to the Financing Commitments and the Definitive Financing Agreements and (E) consummate the Financingtransactions contemplated hereby. Parent shall use its reasonable best efforts to obtain the Equity Financing contemplated by the Equity Financing Commitment upon satisfaction or waiver of the conditions to Closing in Section 7.1 and Section 7.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing). To the extent reasonably requested by the Company from time to time, Parent shall keep the Company informed in reasonable detail on a reasonably current basis of any material developments concerning the status of its efforts to arrange and obtain the Debt Financing (or Alternative Financing, ) and Parent shall provide to the Company copies of all documents reasonably requested by the Company related to the Financing (or Alternative Financing), except that provisions related to fees, pricing, “market flex” (other than any structure flex) and other customary economic terms may be redacted in a customary manner; provided, that in no event will Parent or Merger Sub be under any obligation to disclose any information that (x) is subject to attorney-client, attorney work product or other legal privilege or doctrine if Parent or Merger Sub shall have used its commercially reasonable efforts to disclose such information in a manner that would not waive such privilege or doctrine or (y) would contravene any applicable Law. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitments for any reason (A) Parent shall promptly respond notify the Company in writing and (B) Parent and Merger Sub shall use, and shall cause their respective subsidiaries to use, their reasonable best efforts to arrange to obtain alternative financing from alternative sources (the “Alternative Financing”) in an amount, when added with Parent and Merger Sub’s existing cash on hand and the Equity Financing Commitment, sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event, which would not (i) involve terms and conditions that are materially less beneficial to Parent or Merger Sub, (ii) involve any conditions to funding the Debt Financing that are not contained in the Debt Financing Commitments and (iii) would not reasonably be expected to prevent, impede or delay the consummation of the Debt Financing or such Alternative Financing or the transactions contemplated by this Agreement. Without Table of Contents limiting the generality of the foregoing, Parent shall promptly notify the Company in writing (A) if Parent becomes aware that there exists any breach, default, repudiation, cancellation or termination by any party to the Financing Commitments (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any such request breach, default, repudiation, cancellation or termination), (B) of the receipt by Parent or Merger Sub of any written notice or other written communication from any lender or other debt financing source with respect to any actual breach, default, repudiation, cancellation or termination by any party to the Financing Commitments or (C) if for any reason Parent or Merger Sub believes in good faith that (I) there is (or there is reasonably likely to be) a dispute or disagreement between or among any parties to any Financing Commitments or any definitive document related to the Financing or (II) there is a reasonable possibility that it will not be able to obtain all or any portion of the Financing on the material terms, in the manner or from the sources contemplated by the Financing Commitments or the definitive documents related to the Financing (including the “flex” provisions set forth in the fee letter). As soon as reasonably practicable, Parent shall provide any information reasonably requested in writing by the Company concerning relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence that is in Parent’s possession; provided, that in no event will Parent or Merger Sub be under any obligation to disclose any information that (x) is subject to attorney-client, attorney work product or other legal privilege or doctrine if Parent or Merger Sub shall have used its commercially reasonable efforts to disclose such status.information in a manner that would not waive such privilege or doctrine or (y) would contravene any applicable Law. Parent, Merger Sub and Guarantor shall not (without the prior written consent of the Company) consent or agree to any amendment, replacement, supplement or modification to, or any waiver of any provision under, the Financing Commitments or the definitive agreements relating to the Financing if such amendment, replacement, supplement, modification or waiver (1) decreases the aggregate amount of the Financing to an amount that would be less than an amount that would be required to consummate the Merger and make the other payments required by Parent, Merger Sub and the Surviving Corporation hereunder or otherwise contemplated in connection herewith and repay or refinance the debt contemplated in this Agreement or the Financing Commitments, (2) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Financing, (3) could reasonably be expected to prevent, impede or delay the consummation of the transactions contemplated by this Agreement, or (4) adversely impacts the ability of Parent or Merger Sub to enforce its rights against the other parties to the Financing Commitments. Parent shall furnish to the Company a copy of any amendment, modification, waiver or consent of or relating to the Financing Commitments promptly upon execution thereof. Parent and Merger Sub shall use their reasonable best efforts to maintain the effectiveness of the Financing Commitments until the transactions contemplated by this Agreement are consummated; provided, however, for the avoidance of doubt, Parent and Merger Sub may amend, replace, supplement and/or modify the Debt Financing Commitments to add lenders, lead arrangers, bookrunners, syndication agents or similar entities as parties thereto who had not executed the Debt Financing Commitments as of the date hereof. Parent shall allow the Company to reasonably consult with the providers of the Debt Financing on the status of such financing and provide the Company, upon reasonable request, with such information and documentation as shall be reasonably necessary to allow the Company to monitor the progress of such financing activities. Upon any amendment, supplement or modification of the Financing Commitments made in compliance with this Section 6.12(a), Parent shall provide a copy thereof Table of Contents

Parent Financing. From and after the Acceptance Date, Parent shall lend, or cause to be lent to, the Company (pursuant to a promissory note or notes, each of which shall bear interest at the rate of 3% per annum, shall mature on the first anniversary of the Table of Contents date of execution and delivery of such promissory note and may be prepaid without premium or penalty) cash amounts which the Company may request from time to time be lent to it by Parent for purposes of funding amounts which may become due and payable by the Company in connection with (a) this Agreement and the Transactions (including related fees and expenses), (b) the surrender of the Convertible Notes for conversion by the holders thereof (up to the lesser of $1,000 and the Conversion Value (as such term is defined in the Indenture) for each $1,000 principal amount of Convertible Notes surrendered for conversion) and (c) the settlement upon “Cancellation and Payment” of the Xxxxxxx Warrants pursuant to the Warrant Confirmations (such amounts, the “Parent Financing”). Parent shall promptly deliver to the Company the amount of the Parent Financing requested by the Company by wire transfer of same-day funds to an account previously designated by the Company to the Parent. The Company shall use the proceeds of the Parent Financing solely for the purposes provided in this Section 6.18. The existence of the Parent Financing shall not constitute a breach or violation of any representation, warranty, covenant or agreement of the Company contained herein. If the Company has the right to make an election as to the form of consideration to be paid to the holders of the Convertible Notes or Xxxxxxx Warrants pursuant to the terms of the Indenture or Warrant Confirmations, as applicable, from and after the Acceptance Date, such right shall be exercised by Parent, in its sole and absolute discretion, for and on behalf of the Company, and in connection therewith, the Company shall use its reasonable best efforts to take, or cause provide Parent with sufficient notice to be taken, or cause allow Parent to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Financing, including using reasonable best efforts to (A) comply with and maintain in full force and effect the Financing Commitments, (B) negotiate and execute definitive agreements with respect to the Debt Financing on the terms contained in the Debt Financing Commitments (including any “market flex” provisions applicable thereto in accordance with the terms set forth in the Debt Financing Commitment) or on terms that are substantially comparable or more favorable to Parent than the terms contained in the Debt Financing Commitments (including any “market flex” provisions applicable thereto), in each case, which terms do not effectuate Restricted Financing Changes (exercise such definitive agreements, the “Definitive Financing Agreements”), (C) satisfy on a timely basis (or obtain the waiver of) all conditions applicable to Parent in the Financing Commitments and such Definitive Financing Agreements that are to be satisfied by Parent and to consummate the Financing at or prior to the Closing, (D) enforce its rights against the other parties to the Financing Commitments and the Definitive Financing Agreements and (E) consummate the Financing. Parent shall obtain the Equity Financing contemplated by the Equity Financing Commitment upon satisfaction or waiver of the conditions to Closing in Section 7.1 and Section 7.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing). To the extent reasonably requested by the Company from time to time, Parent shall keep the Company informed in reasonable detail of any material developments concerning the status of its efforts to arrange and obtain the Debt Financing, and Parent shall promptly respond to any such request from the Company concerning such statusright.

Parent Financing. (a) Parent shall, and shall cause its Affiliates to, use its reasonable best efforts to takeobtain the Financing on the terms, or cause and subject only to be takenthe conditions described in, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the FinancingFinancing Commitments (including any market flex provisions), including using its reasonable best efforts to (Ai) promptly negotiate and execute definitive agreements on the terms and subject only to the conditions contained in the Financing Commitments (including any market flex provisions) so that such agreements are in effect on the Closing Date, (ii) promptly satisfy (or obtain a waiver to) or cause the satisfaction (or waiver) of all conditions in the Financing Commitments and the definitive agreements for the Financing, (iii) as promptly as practicable, provide the Lenders with such information as is required under the Financing Commitments to commence the Marketing Period (as such term is defined in the Financing Commitments), (iv) consummate the Financing on the terms and subject only to the conditions (including accepting to the fullest extent any amendments or modifications to the Financing pursuant to any market flex provisions) contained in the Financing Commitments (including, subject to the satisfaction of the conditions set forth in Section 5.1 and Section 5.2 and in the Financing Commitments, by causing the Lenders to provide such Financing) on or prior to the date on which the Closing is required to occur pursuant to Section 1.3, (v) in the event that the conditions set forth in Section 5.1 and Section 5.2 and in the Financing Commitments have been satisfied or, upon funding would be satisfied, enforce its rights under the Financing Commitments (including by initiating and prosecuting Proceedings in good faith against the Lenders) in the event of any breach thereof, (vi) comply with and maintain in full force and effect the Financing Commitments, Commitments and (Bvii) negotiate and execute definitive agreements with respect to the Debt Financing on the terms contained in the Debt Financing Commitments (including any “market flex” provisions applicable thereto in accordance with event that the terms conditions set forth in the Debt Financing Commitment) or on terms that are substantially comparable or more favorable to Parent than the terms contained in the Debt Financing Commitments (including any “market flex” provisions applicable thereto)Section 5.1, in each case, which terms do not effectuate Restricted Financing Changes (such definitive agreements, the “Definitive Financing Agreements”), (C) satisfy on a timely basis (or obtain the waiver of) all conditions applicable to Parent Section 5.2 and in the Financing Commitments and such Definitive Financing Agreements that are have been satisfied or, upon funding would be satisfied, cause the Lenders to be satisfied by Parent and to consummate fund the full amount of the Financing at or prior to the ClosingClosing (or if lesser, (D) enforce its rights against the other parties to the Financing Commitments and the Definitive Financing Agreements and (E) consummate the Financing. Parent shall obtain the Equity Financing contemplated by the Equity Financing Commitment upon satisfaction or waiver of the conditions to Closing in Section 7.1 and Section 7.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the ClosingRequired Amount). To the extent reasonably requested by the Company from time to time, Parent shall keep the Company informed in reasonable detail of any material developments concerning the status of its efforts to arrange and obtain the Debt Financing, and Parent shall promptly respond to any such request from the Company concerning such status.

Parent Financing. (a) Parent and Merger Sub shall use its their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper reasonably necessary or advisable to arrange, obtain arrange and consummate the FinancingFinancing on the terms and conditions described in or contemplated by the Financing Commitments, including using reasonable best efforts to (Ai) comply with and maintain in full force and effect the Financing Commitments, provided that Parent and Merger Sub may amend, replace, supplement or modify their debt financing commitments (Bif applicable) negotiate and execute definitive agreements with respect to add or join lenders, lead arrangers, bookrunners, syndication agent or similar entities as parties thereto who have not executed the Debt Financing on debt financing commitment (if applicable) as of the terms contained in the Debt Financing Commitments (including any “market flex” provisions applicable thereto in accordance with the terms set forth in the Debt Financing Commitment) or on terms that are substantially comparable or more favorable to Parent than the terms contained in the Debt Financing Commitments (including any “market flex” provisions applicable thereto), in each case, which terms do not effectuate Restricted Financing Changes (such definitive agreements, the “Definitive Financing Agreements”)date hereof, (Cii) satisfy (or obtain waivers to) on a timely basis (or obtain the waiver of) all conditions applicable to Parent or Merger Sub to funding in the Financing Commitments and such Definitive Financing Agreements that are the definitive agreements to be satisfied by entered into pursuant thereto, and (iii) enforce its rights under the Financing Commitments and consummate the Financing prior to or at the Closing. None of Parent and Merger Sub shall agree to or permit any amendments or modifications to, or grant any waivers of, any condition or other provision under the Financing Commitments or any definitive agreements with respect thereto without the prior written consent of the Company if such amendments, modifications or waivers would (i) reduce the aggregate amount of the Financing or (ii) impose new or additional conditions to the availability of the Financing or otherwise expand, amend or modify the Financing in a manner that would reasonably be expected to (A) prevent or materially delay the ability of Parent or Merger Sub to consummate the Financing at Merger and the other transactions contemplated hereby or prior (B) adversely impact in any material respect the ability of Parent or Merger Sub to the Closing, (D) enforce its rights against the other parties to the Financing Commitments and or any definitive agreements with respect thereto. Without limiting the Definitive Financing Agreements and (E) consummate the Financing. Parent shall obtain the Equity Financing contemplated by the Equity Financing Commitment upon satisfaction or waiver generality of the conditions foregoing, neither Parent nor Merger Sub shall release or consent to Closing in Section 7.1 and Section 7.2 (the termination of the obligations of the financing sources under any Financing Commitments or definitive agreement with respect thereto other than those conditions that by their nature are to be satisfied at in accordance with the Closing, but subject to the satisfaction or waiver of such conditions at the Closing). To the extent reasonably requested by the Company from time to time, Parent shall keep the Company informed in reasonable detail of any material developments concerning the status of its efforts to arrange and obtain the Debt Financing, and Parent shall promptly respond to any such request from the Company concerning such statusterms thereof.

Parent Financing. (a) Parent and Merger Sub, as applicable, shall, and shall cause its Affiliates to, use its reasonable best efforts to take, or cause obtain the Financing on the terms and subject only to be taken, or cause to be done, all things necessary, proper or advisable to arrange, obtain the conditions described in the Commitment Letters and consummate the FinancingDebt Fee Letter (including the market flex provisions therein), including using its reasonable best efforts to (Ai) promptly negotiate definitive agreements on the terms (including any market flex provisions) and subject only to the conditions contained in the Debt Commitment Letter (including any market flex provisions) so that such agreements are in effect on the Closing Date, (ii) promptly satisfy (or obtain a waiver to) or cause the satisfaction (or waiver) of all conditions in the Commitment Letters and the definitive agreements for the Financing applicable to Parent or Merger Sub, as applicable, and within Parent’s or Merger Sub’s control (the “Financing Agreements”), (iii) consummate the Financing on or prior to the date on which the consummation of the Offer is required to occur, (iv) accept (and comply with) to the fullest extent all “flex” provisions contemplated by the Debt Commitment Letter, the Debt Fee Letter and the Financing Agreements to the extent such “flex” provisions are exercised in accordance with the terms thereof, (v) enforce its rights under the Commitment Letters, (vi) comply with and maintain in full force and effect the Financing CommitmentsCommitment Letters and (vii) in the event that the Offer Conditions and the conditions set forth in Section 5.1 and the Commitment Letters have been satisfied or, (B) negotiate and execute definitive agreements with respect upon funding would be satisfied, cause the Lenders to fund the full amount of the Debt Financing on and the terms contained in Sponsor to fund the Debt Financing Commitments (including any “market flex” provisions applicable thereto in accordance with full amount of the terms set forth in the Debt Financing Commitment) or on terms that are substantially comparable or more favorable to Parent than the terms contained in the Debt Financing Commitments (including any “market flex” provisions applicable thereto), in each case, which terms do not effectuate Restricted Financing Changes (such definitive agreements, the “Definitive Financing Agreements”), (C) satisfy on a timely basis (or obtain the waiver of) all conditions applicable to Parent in the Financing Commitments and such Definitive Financing Agreements that are to be satisfied by Parent and to consummate the Equity Financing at or prior to the ClosingOffer Acceptance Time (or if less, the Required Amount). Notwithstanding anything to the contrary herein, except as expressly provided in Section 4.5(b) with respect to an alternative financing, in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require Parent or Merger Sub to, and neither Parent nor Merger Sub shall be required to, (Di) enforce its rights against the other parties to the Financing Commitments and the Definitive Financing Agreements and (E) consummate the Financing. Parent shall obtain the Equity Financing pay any fees in excess of those contemplated by the Equity Financing Commitment upon satisfaction or waiver as of the conditions to Closing in Section 7.1 and Section 7.2 date hereof (other than, for the avoidance of doubt, those fees contained in the market flex provisions contained in the Debt Fee Letter) or (ii) agree to conditionality or economic terms of the Financing that are less favorable (in the aggregate) to Parent or Merger Sub, as applicable, than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing). To the extent reasonably requested contemplated by the Company from time to time, Parent shall keep the Company informed in reasonable detail of any material developments concerning the status of its efforts to arrange Commitment Letters and obtain the Debt Financing, and Parent shall promptly respond to Fee Letter (including any such request from market flex provisions therein) as of the Company concerning such statusdate hereof.

Parent Financing. From the date of this Agreement to the earlier of (ai) the Closing Date and (ii) the date this Agreement is terminated in accordance with its terms, (A) the Company shall provide to Parent (x) unaudited consolidated quarterly financial statements of the Company and its Subsidiaries within fifty (50) calendar days after the end of each fiscal quarter of the Company (including the fiscal quarter of the Company ended on March 31, 2022), and (y) audited consolidated annual financial statements of the Company and its Subsidiaries within sixty (60) calendar days after the end of each fiscal year of the Company, and (B) the Company shall use its reasonable best efforts efforts, and shall cause its Subsidiaries and their respective officers, employees and advisors to takeuse their reasonable best efforts, to (t) provide such reasonable and customary cooperation and information as may be reasonably requested by Parent in connection with obtaining any financing in connection with consummating the Merger and the other Transactions, including (1) any financial or cause business information reasonably necessary to assist Parent in preparing pro forma financial statements or otherwise of the type and form required to be takenincluded in a disclosure document for a registered securities offering and (2) any supplemental, amended or cause updated information or data necessary in order to be doneensure that any of the foregoing does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading; provided, all things necessary, proper or advisable that reference to arrange, obtain and consummate “the Financing, including using reasonable best efforts foregoing” in this clause (2) applies only to that information provided by the Company to the Parent pursuant to the foregoing clauses (A) comply with and maintain in full force and effect (B)(t)((1) of this Section 6.13(b); provided, further, that the Financing Commitments, (B) negotiate and execute definitive agreements Company shall have no liability to any third parties with respect to any document or other information prepared by Parent or provided by Parent to third parties which does not contain Company information or contains or is based upon Company information that differs from the Debt Financing on relevant information provided by the terms contained in Company; provided, however, that the Debt Financing Commitments (including Company shall not be relieved of any “market flex” provisions applicable thereto in accordance with the terms set forth in the Debt Financing Commitment) or on terms that are substantially comparable or more favorable liability to Parent than for the terms contained accuracy and completeness of any Company information provided to Parent, (u) cause appropriate members of the Company’s management team to participate in the Debt Financing Commitments (including any “market flex” provisions applicable thereto)meetings, lender presentations, road show presentations, due diligence sessions, drafting sessions, calls and meetings with prospective lenders and ratings agencies, in each case, which terms do not effectuate Restricted Financing Changes (such definitive agreementsupon reasonable notice at mutually agreed times and places, the “Definitive Financing Agreements”)and cooperating with prospective lenders, placement agents, initial purchasers, underwriters and their respective advisors in performing their due diligence, (Cv) satisfy on a timely basis (or obtain the waiver of) all conditions applicable to assist Parent in the Financing Commitments preparation of customary materials for rating agency presentations, confidential information memoranda, offering memoranda, private placement memoranda, prospectuses and such Definitive Financing Agreements that are similar documents reasonably necessary in connection with any financing, (w) provide customary authorization and representation letters and using commercially reasonable efforts to cause the Company’s accountants to provide customary accountants’ comfort letters (including “negative assurance” comfort) and consents to the use of accountants’ audit reports relating to the Company and its Subsidiaries in connection with the Company’s financial information and to participate in due diligence sessions, (x) assist Parent in the preparation of any certificates and schedules related to any financing and in facilitating the pledging of collateral contemplated by any financing, (y) provide at least five (5) business days prior to the Closing Date all documentation and other information customarily required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and 31 C.F.R. 1010.230, relating to the Company and its Subsidiaries, and (z) obtain customary payoff letters, Lien terminations and instruments of discharge to be satisfied by delivered on the Closing Date to allow for the payoff, discharge and termination in full on the Closing Date of any debt of the Company or any of its Subsidiaries that Parent desires to payoff, discharge and terminate on the Closing Date or that is otherwise subject to mandatory prepayment (howsoever described) as a result of the consummation of the Merger or the other Transactions. For the avoidance of doubt, the obligations of Parent and Merger Sub to consummate the Financing at or prior to the Closing, (D) enforce its rights against Merger and the other parties to the Financing Commitments and the Definitive Financing Agreements and (E) consummate the Financing. Transactions are not contingent on Parent shall obtain the Equity Financing contemplated by the Equity Financing Commitment upon satisfaction obtaining any equity or waiver of the conditions to Closing in Section 7.1 and Section 7.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing). To the extent reasonably requested by the Company from time to time, Parent shall keep the Company informed in reasonable detail of any material developments concerning the status of its efforts to arrange and obtain the Debt Financing, and Parent shall promptly respond to any such request from the Company concerning such statusdebt financing.

Parent Financing. (a) Parent and Merger Sub shall use its their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain arrange and consummate the FinancingFinancing on the terms and conditions described in or contemplated by the Financing Commitments (including complying with any request exercising so-called “flex” provisions), including using reasonable best efforts to (A) comply with and maintain in full force and effect the Financing Commitments, (B) negotiate and execute definitive agreements with respect to the Debt Financing on the terms contained in the Debt Financing Commitments (including any “market flex” provisions applicable thereto in accordance with the terms set forth in the Debt Financing Commitment) or on terms that are substantially comparable or more favorable to Parent than the terms contained in the Debt Financing Commitments (including any “market flex” provisions applicable thereto), in each case, which terms do not effectuate Restricted Financing Changes (such definitive agreements, the “Definitive Financing Agreements”), (C) satisfy on a timely basis (or obtain the waiver of) all conditions applicable to Parent funding in the Financing Commitments and such Definitive Financing Agreements that are to be satisfied by Parent and to consummate the Financing at or prior to the Closing, (D) enforce its rights against the other parties to the Financing Commitments and the Definitive Financing Agreements and (E) consummate the Financing. Parent shall obtain the Equity Financing contemplated by the Equity Financing Commitment upon satisfaction or waiver of the conditions to Closing in Section 7.1 and Section 7.2 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing)Commitments. To the extent reasonably requested by the Company from time to time, Parent shall keep the Company informed in reasonable detail on a reasonably current basis of any material developments concerning the status of its efforts to arrange consummate the Financing (or Alternative Financing). In the event any portion of the Financing becomes unavailable on the terms and obtain conditions (including any “flex” provisions) contemplated in the Debt FinancingFinancing Commitments for any reason and such portion is reasonably required to consummate the Merger and make the other payments required by Parent, Merger Sub and the Surviving Corporation hereunder or otherwise contemplated in connection herewith and repay or refinance the debt contemplated to be repaid pursuant to the Financing Commitments, (A) Parent shall promptly respond notify the Company in writing and (B) Parent and Merger Sub shall use, and shall cause their respective subsidiaries to use, their reasonable best efforts to arrange to obtain alternative financing from alternative sources (the “Alternative Financing”) in an amount, when added with Parent and Merger Sub’s existing cash on hand, sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event and which would not reasonably be expected to prevent, materially impede or materially delay the consummation of the Financing or such Alternative Financing or the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, Parent shall promptly notify the Company in writing (A) if to Parent’s knowledge there exists any breach or default by any party to the Financing Commitments (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any such request breach or default), (B) of the receipt by Parent or Merger Sub of any written notice or other written communication from any lender or other Financing source with respect to any actual breach, default, termination or repudiation by any party to the Financing Commitments or (C) if for any reason Parent or Merger Sub believes in good faith that there is a reasonable possibility that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Financing Commitments in an amount sufficient to consummate the Merger and make the other payments required by Parent, Merger Sub and the Surviving Corporation hereunder or otherwise contemplated in connection herewith and repay or refinance the debt contemplated to be repaid pursuant to the Financing Commitments. As soon as reasonably practicable, Parent shall provide any information reasonably requested by the Company concerning relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence. Parent and Merger Sub shall not (without the prior written consent of the Company) consent or agree to any amendment or modification to, or any waiver of any provision under, the Financing Commitment or the definitive agreements relating to the Financing if such statusamendment, modification or waiver (1) decreases the aggregate amount of the Financing to an amount that, together with Parent’s and Merger Sub’s cash on hand, would be less than an amount that would be required to consummate the Merger and make the other payments required by Parent, Merger Sub and the Surviving Corporation hereunder or otherwise contemplated in connection herewith and repay or refinance the debt contemplated to be repaid pursuant to the Financing Commitments, (2) imposes new or additional conditions or otherwise expands any of the conditions to the receipt of the Financing or otherwise would or would reasonably be expected to prevent or materially delay the funding or financing described therein, or (3) could reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; provided, that, for the avoidance of doubt Parent and Merger Sub shall be permitted to consent or agree to any amendment or modification, or any waiver of any provision, under the Financing Commitment if such amendment, modification or waiver (x) is solely a waiver of any closing conditions by lender(s) or their agents or (y) solely adds lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Financing Commitments as of the date hereof as parties thereto). Parent shall furnish to the Company a copy of any amendment, modification, waiver or consent of or relating to the Financing Commitments promptly upon execution thereof. Parent and Merger Sub shall use their reasonable best efforts to maintain the effectiveness of the Financing Commitments, except to the extent replaced by Alternative Financing (subject to the penultimate sentence of this Section 6.11(a)), until the transactions contemplated by this Agreement are consummated. Upon any amendment, supplement or modification of the Financing Commitments made in compliance with this Section 6.11(a) Parent shall provide a copy thereof to the Company and the term “Financing Commitments” shall mean the Financing Commitments as so amended, supplemented or modified and Parent’s obligations under this Section 6.11(a) shall apply with respect thereto, including with respect to any Alternative Financing. Notwithstanding anything contained in this Section 6.11, in no event shall Parent or Merger Sub be required (I) to amend or waive any of the terms or conditions of the Financing Commitments or pay any fees in excess of or not contemplated thereunder or (II) to consummate the Closing any earlier than the time set forth in Section 1.2, provided, that, Parent and Merger Sub acknowledge and agree that the obtaining of the Financing, or any Alternative Financing or other financing, is not a condition to Closing.