Common use of Purchaser Financing Clause in Contracts

Purchaser Financing. (a) Purchaser shall use Reasonable Efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to arrange and consummate the Debt Financing on the terms and conditions described in or contemplated by the Debt Commitment Letter, including using Reasonable Efforts to (i) maintain in effect the Debt Commitment Letter until the funding of the Debt Financing at the Closing, (ii) satisfy (or obtain waivers to) on a timely basis all conditions to funding of the Debt Financing in the Debt Commitment Letter that are within Purchaser’s control, (iii) negotiate and enter into definitive agreements with respect thereto on terms and conditions described in the Debt Commitment Letter (subject to the exercise of any “flex” provisions contained therein) on or prior to the Closing and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letter, consummate the Debt Financing on or prior to the Closing. To the extent requested by the Seller Group from time to time, Purchaser shall keep Seller informed on a reasonably current basis of the status of the Debt Financing. (b) In the event any portion of the Debt Financing becomes unavailable (after giving effect to any other equity and/or debt financing that may then be available to cover such unavailable amount) on the terms and conditions (including any “flex” provisions) contemplated in the Debt Commitment Letter for any reason and such amount is required by Purchaser to consummate the transactions contemplated hereby and pay all related fees and expenses required to be paid by Purchaser, in each case at the Closing, Purchaser shall promptly notify Seller Group in writing and use its Reasonable Efforts to arrange to obtain alternative financing from alternative or the same sources on terms not materially less favorable taken as a whole to Purchaser (as determined in good faith by Purchaser) than those contained in the Debt Commitment Letter in an amount, when added with Purchaser’s other financial resources, sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event (the “Alternative Financing”) and the provisions of this Section 4.10 shall be applicable to the Alternative Financing, and, for the purposes of this Agreement (other than Section 3.5), all references to the “Debt Financing” shall be deemed to include such Alternative Financing, all references to the “Debt Commitment Letter,” or the “Fee Letter” shall include the applicable documents for the Alternative Financing and all references to “Debt Financing Sources” shall include the applicable parties providing any Alternative Financing. It is understood and agreed that in no event will the commercially reasonable efforts of Purchaser be deemed or construed to require the Purchaser to pay any fees materially in excess of those contemplated by the Debt Commitment Letter or the Fee Letter (including “flex” provisions set forth therein) as in effect on the date of this Agreement, or agree to any “flex” provision less favorable to Purchaser than the “flex” provisions contained in the Fee Letter as in effect on the date of this Agreement (in either case, whether to secure waiver of any conditions contained therein or otherwise). Without limiting the generality of the foregoing, Purchaser shall promptly notify the Seller Group in writing (A) if Purchaser becomes aware of the existence of any material breach, default, repudiation, cancellation or termination by any party to the Debt Commitment Letter, in each case that would materially delay or prevent the Closing or result in insufficient financing for Purchaser to consummate the transactions contemplated hereby and pay all related fees and expenses required to be paid by Purchaser, in each case at the Closing, (B) of the receipt by Purchaser of any written notice or other written communication from any Debt Financing Source with respect to any actual repudiation, cancellation or termination by any party to the Debt Commitment Letter or (C) if Purchaser reasonably expects that it will not be able to obtain all or any portion of the Debt Financing on the terms or in the manner contemplated by the Debt Commitment Letter (as such terms and conditions may be modified or adjusted in accordance with the terms thereof and within the limits of the “flex” provisions therein) and such amount is required by Purchaser to consummate the transactions contemplated hereby and pay all related fees and expenses required to be paid by Purchaser, in each case at the Closing. As soon as reasonably practicable, Purchaser shall provide any information reasonably requested by Seller relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence. Purchaser shall not (without the prior written consent of the Seller Group) consent or agree to any amendment, replacement, supplement or modification to, or any waiver of any provision under, the Debt Commitment Letter if such amendment, replacement, supplement, modification or waiver (w) decreases the aggregate amount of the Debt Financing (except to the extent there is a corresponding increase in an Alternative Financing or other financing) to an amount that would be less than an amount that would be required to consummate the transactions hereunder at the Closing or (x) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing in a manner that would reasonably be expected to (i) materially delay or prevent the Closing, or (ii) make the funding of any portion of the Debt Financing (or satisfaction of any condition to obtaining any portion of the Debt Financing) materially less likely to occur. Upon any amendment, supplement or modification of the Debt Commitment Letter, Purchaser shall provide a copy thereof to Seller Group and the term “Debt Financing” as used herein shall mean the Debt Financing as so amended, replaced, supplemented or modified. Notwithstanding the foregoing, compliance by Purchaser with this Section 4.10(b) shall not relieve Purchaser of its obligation to consummate the transactions contemplated by this Agreement whether or not the Debt Financing is available, and Purchaser acknowledges that this Agreement and the transactions contemplated hereby are not contingent on Purchaser’s ability to obtain the Debt Financing (or any Alternative Financing) or any specific term with respect to such financing.

Purchaser Financing. (a) Purchaser shall use Reasonable Efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, advisable or proper to obtain funds sufficient to fund the Payment Amount on or prior to the Closing Date. In furtherance and not in limitation of the foregoing, Purchaser shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, advisable or proper to arrange and consummate obtain the Debt proceeds of the Financing on the terms and conditions described in or contemplated by subject only to the Debt Commitment Letter, including using Reasonable Efforts to (i) maintain in effect the Debt Commitment Letter until the funding of the Debt Financing at the Closing, (ii) satisfy (or obtain waivers to) on a timely basis all conditions to funding of the Debt Financing in the Debt Commitment Letter that are within Purchaser’s control, (iii) negotiate and enter into definitive agreements with respect thereto on terms and conditions described in the Debt Commitment Letter (subject in an amount sufficient to fund the exercise of Payment Amounts as promptly as possible but in any “flex” provisions contained therein) on or event prior to the Closing Date, including (i) maintaining in effect the Debt Commitment Letter (until the termination thereof in accordance with its terms) and complying with its obligations thereunder, (ivii) upon satisfaction satisfying on a timely basis, and in a manner that will not impede the ability of the Parties to consummate the Transaction promptly upon the Closing Date, all conditions to the funding of the Financing set forth in the Debt Commitment Letter, consummate the Debt Financing on or prior Letter and (iii) negotiating and entering into definitive agreements with respect to the Closing. To Financing (the extent requested by the Seller Group from time to time, Purchaser shall keep Seller informed on a reasonably current basis of the status of the Debt Financing. (b“Definitive Agreements”) In the event any portion of the Debt Financing becomes unavailable (after giving effect to any other equity and/or debt financing that may then be available to cover such unavailable amount) on consistent with the terms and conditions (including any “flex” provisions) contemplated in the Debt Commitment Letter for any reason and such amount is required by Purchaser to consummate the transactions contemplated hereby and pay all related fees and expenses required to be paid by Purchaser, in each case at the Closing, Purchaser shall promptly notify Seller Group in writing and use its Reasonable Efforts to arrange to obtain alternative financing from alternative or the same sources on terms not materially less favorable taken as a whole to Purchaser (as determined in good faith by Purchaser) than those contained in the Debt Commitment Letter in an amount(including, when added with Purchaser’s other financial resourcesas necessary, sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event (the “Alternative Financing”) and the provisions of this Section 4.10 shall be applicable to the Alternative Financing, and, for the purposes of this Agreement (other than Section 3.5), all references to the “Debt Financing” shall be deemed to include such Alternative Financing, all references to the “Debt Commitment Letter,” or the “Fee Letter” shall include the applicable documents for the Alternative Financing and all references to “Debt Financing Sources” shall include the applicable parties providing any Alternative Financing. It is understood and agreed that in no event will the commercially reasonable efforts of Purchaser be deemed or construed to require the Purchaser to pay any fees materially in excess of those contemplated by the Debt Commitment Letter or the Fee Letter (including “flex” provisions set forth therein) as in effect on the date of this Agreement, or agree to any “flex” provision less favorable to Purchaser than the “flex” provisions contained in the Fee Letter as in effect on the date of this Agreement (in either case, whether to secure waiver of any conditions contained therein or otherwiserelated fee letter). Without limiting the generality of the foregoing, Purchaser shall promptly notify in the Seller Group event that all conditions contained in writing (A) if Purchaser becomes aware of the existence of any material breach, default, repudiation, cancellation or termination by any party to the Debt Commitment Letter, in each case that would materially delay or prevent the Closing or result in insufficient financing for Purchaser to consummate the transactions contemplated hereby and pay all related fees and expenses required to be paid by Purchaser, in each case at the Closing, (B) of the receipt by Purchaser of any written notice or other written communication from any Debt Financing Source with respect to any actual repudiation, cancellation or termination by any party to the Debt Commitment Letter or the Definitive Agreements (Cother than the consummation of the Transaction, those conditions that by their nature are to be satisfied or waived at Closing and those conditions the failure of which to be satisfied is attributable to a breach by Purchaser of its representations, warranties, covenants or agreements contained in this Agreement) if have been satisfied, Purchaser reasonably expects that it will not be able shall cause the Financing Entities to obtain all comply with their respective obligations thereunder, including to fund the Financing and to pay related fees and expenses on the Closing Date (including by promptly commencing a litigation proceeding against any breaching Financing Entity or any other financial institution to compel such breaching party to provide its portion of the Debt Financing on the terms or in the manner contemplated by otherwise comply with its obligations under the Debt Commitment Letter (as such terms and conditions may be modified or adjusted in accordance with the terms thereof and within the limits of the “flex” provisions therein) and such amount is required by Purchaser to consummate the transactions contemplated hereby and pay all related fees and expenses required to be paid by Purchaser, in each case at the Closing. As soon as reasonably practicable, Purchaser shall provide any information reasonably requested by Seller relating to any circumstance referred to in clause (Arelevant Definitive Agreement), (B) or (C) of the immediately preceding sentence. Purchaser shall comply with its obligations, and enforce its rights, under the Debt Commitment Letter and Definitive Agreements in a timely and diligent manner. (b) Purchaser shall not, and shall cause its Affiliates not (to, without the Seller’s prior written consent of the Seller Group) consent: consent or agree to or permit any amendment, replacement, supplement supplement, termination or modification to, or any waiver of any provision or remedy under, the Debt Commitment Letter or the Definitive Agreements if such amendment, replacement, supplement, modification or waiver (w) decreases the aggregate amount of the Debt Financing (except to the extent there is a corresponding increase in an Alternative Financing or other financing) to an amount that would be less than an amount that would be required to consummate the transactions hereunder at the Closing or (x) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing in a manner that would reasonably be expected to (i) materially delay or prevent the Closing, or (ii) make the funding of any portion of the Debt Financing (or satisfaction of any condition to obtaining any portion of the Debt Financing) materially less likely to occur. Upon any amendment, supplement or modification of the Debt Commitment Letter, Purchaser shall provide a copy thereof to Seller Group and the term “Debt Financing” as used herein shall mean the Debt Financing as so amended, replaced, supplemented or modified. Notwithstanding the foregoing, compliance by Purchaser with this Section 4.10(b) shall not relieve Purchaser of its obligation to consummate the transactions contemplated by this Agreement whether or not the Debt Financing is available, and Purchaser acknowledges that this Agreement and the transactions contemplated hereby are not contingent on Purchaser’s ability to obtain the Debt Financing (or any Alternative Financing) or any specific term with respect to such financing.,

Purchaser Financing. (a) During the Pre-Closing Period, Purchaser shall use Reasonable Efforts commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable in order to arrange and consummate obtain debt financing to provide funding for the Debt Financing on the terms and conditions described in or transactions contemplated by this Agreement and the Debt Commitment Letterother Transaction Documents (the “Financing”), including using Reasonable Efforts to (i) maintain in effect it being acknowledged by Purchaser that obtaining the Debt Commitment Letter until the funding of the Debt Financing at the Closing, (ii) satisfy (or obtain waivers to) on is not a timely basis all conditions to funding of the Debt Financing in the Debt Commitment Letter that are within Purchaser’s control, (iii) negotiate and enter into definitive agreements with respect thereto on terms and conditions described in the Debt Commitment Letter (subject to the exercise of any “flex” provisions contained therein) on or prior to the Closing and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letter, consummate the Debt Financing on or prior condition to the Closing. To During the extent requested by the Seller Group from time to timePre-Closing Period, Purchaser shall keep Seller informed on a reasonably current basis apprised of the status of the Debt Financing. (b) In Seller and the event any portion of the Debt Financing becomes unavailable (after giving effect Company shall from time to any other equity and/or debt financing that may then be available to cover such unavailable amount) on the terms time as and conditions (including any “flex” provisions) contemplated in the Debt Commitment Letter for any reason and such amount is required by Purchaser to consummate the transactions contemplated hereby and pay all related fees and expenses required to be paid when requested by Purchaser, in each case at the Closing, Purchaser shall promptly notify Seller Group in writing and use its Reasonable Efforts to arrange to obtain alternative financing from alternative or the same sources on terms not materially less favorable taken as a whole provide reasonable cooperation to Purchaser (as determined in good faith by Purchaser) than those contained in the Debt Commitment Letter in an amount, when added connection with Purchaser’s other financial resources, sufficient efforts to consummate obtain the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event (the “Alternative Financing”) and the provisions of this Section 4.10 shall be applicable to the Alternative Financing, and, for the purposes of this Agreement (other than Section 3.5), all references to the “Debt Financing” shall be deemed to include such Alternative Financing, all references to the “Debt Commitment Letter,” or the “Fee Letter” shall include the applicable documents for the Alternative Financing and all references to “Debt Financing Sources” shall include the applicable parties providing any Alternative Financing. It is understood and agreed that in no event will the commercially reasonable efforts of as Purchaser be deemed or construed to require the Purchaser to pay any fees materially in excess of those contemplated by the Debt Commitment Letter or the Fee Letter (including “flex” provisions set forth therein) as in effect on the date of this Agreement, or agree to any “flex” provision less favorable to Purchaser than the “flex” provisions contained in the Fee Letter as in effect on the date of this Agreement (in either case, whether to secure waiver of any conditions contained therein or otherwise)may reasonably request. Without limiting the generality of the foregoing, the Company and Seller shall, and shall use their commercially reasonable efforts to cause the other Seller Representatives to, at the request of Purchaser shall promptly notify the Seller Group (i) participate in writing meetings, drafting sessions and due diligence sessions, (ii) (A) if Purchaser becomes aware of the existence of any material breachfurnish Purchaser, defaultas promptly as reasonably practicable following Purchaser’s request, repudiationwith such pertinent and customary information, cancellation or termination by any party to the Debt Commitment Letter, in each case that would materially delay or prevent the Closing or result in insufficient financing for Purchaser to consummate the transactions contemplated hereby and pay all related fees and expenses required to be paid by Purchaser, in each case at the Closing, (B) of the receipt by Purchaser of any written notice or other written communication from any Debt Financing Source with respect to any actual repudiation, cancellation or termination by any party extent reasonably available to the Debt Commitment Letter Company or (C) if Purchaser reasonably expects that it will not be able to obtain all or any portion of Seller, regarding the Debt Financing on Company and the terms or in the manner contemplated by the Debt Commitment Letter (Acquired Business, as such terms and conditions may be modified or adjusted in accordance with the terms thereof and within the limits of the “flex” provisions therein) and such amount is required reasonably requested by Purchaser to consummate the transactions contemplated hereby Financing and pay all related fees with information regarding the Company and expenses required the Acquired Business (including information to be paid by Purchaserused in the preparation of one or more information packages regarding the business, operations, financial projections and prospects of the Company and the Acquired Business), in each case at case, which is reasonable and customary for the Closing. As soon arrangement of loans contemplated by the Financing and to the extent reasonably available to the Company, Seller or the Seller Representatives (collectively, the “Required Information”) and (iii) execute and deliver customary certificates or other documents and instruments relating to guarantees (but not any personal guarantees of any Seller or Affiliates other than the Company), the pledge of collateral and other matters ancillary to the Financing as reasonably practicable, Purchaser shall provide any information may be reasonably requested by Purchaser; provided, however, that no obligation under any such certificate, document or instrument shall be effective until the Closing and Seller relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence. Purchaser shall not (without and, prior to the prior written consent of the Seller Group) consent or agree to any amendment, replacement, supplement or modification to, or any waiver of any provision underClosing, the Debt Commitment Letter if such amendmentCompany shall not, replacement, supplement, modification or waiver (w) decreases the aggregate amount of the Debt Financing (except to the extent there is a corresponding increase in an Alternative Financing or other financing) to an amount that would be less than an amount that would be required to consummate pay any commitment or other fee or other amount in connection with the transactions hereunder at the Closing or (x) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing in a manner that would reasonably be expected to (i) materially delay or prevent the Closing, or (ii) make the funding of any portion of the Debt Financing (or satisfaction of any condition to obtaining any portion of the Debt Financing) materially less likely to occur. Upon any amendment, supplement or modification of the Debt Commitment Letter, Purchaser shall provide a copy thereof to Seller Group and the term “Debt Financing” as used herein shall mean the Debt Financing as so amended, replaced, supplemented or modified. Notwithstanding the foregoing, compliance by Purchaser with this Section 4.10(b) shall not relieve Purchaser of its obligation to consummate the transactions contemplated by this Agreement whether or not the Debt Financing is available, and Purchaser acknowledges that this Agreement and the transactions contemplated hereby are not contingent on Purchaser’s ability to obtain the Debt Financing (or any Alternative Financing) or any specific term with respect to such financing.

Purchaser Financing. (a) Purchaser shall use Reasonable Efforts its reasonable best efforts to takearrange, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to arrange obtain and consummate the Debt Financing on the terms and conditions described in or contemplated by the Debt Commitment LetterFinancing Commitments (including complying with any request exercising so-called “flex” provisions contained therein), as promptly as practicable after the date hereof (taking into account the timing of the Marketing Period), including using Reasonable Efforts reasonable best efforts to (i) maintain in full force and effect the Debt Commitment Letter until the funding of the Debt Financing at the ClosingCommitments, (ii) satisfy (or obtain waivers to) on a timely basis (taking into account the timing of the Marketing Period) (or obtain the waiver of) all conditions to funding of in the Debt Financing in Commitments and such definitive agreements to be entered into pursuant thereto (including by consummating the Debt Commitment Letter that are within Equity Financing at or prior to the Closing) applicable to Purchaser’s control, and (iii) negotiate and enter into definitive agreements with respect thereto on terms and conditions described in the Debt Commitment Letter Financing Commitments (subject to the exercise of including any “flex” provisions contained therein) on or prior to the Closing Date (other than modifications to such terms and conditions as are acceptable to Purchaser so long as such modifications would (x) not reasonably be expected to materially delay (taking into account the expected timing of the Marketing Period) or prevent the ability of Purchaser to consummate the transactions contemplated hereby or cause the amount of the Debt Financing, when added with the funds to be provided under the Equity Financing Commitment, to be less than an amount sufficient to consummate the Transaction and (ivy) otherwise be permitted under the restrictions on amendments and modifications otherwise set forth in this Section 6.10). Purchaser shall, and shall cause its controlled Affiliates to, obtain the Equity Financing contemplated by the Equity Financing Commitment upon satisfaction or waiver of the conditions set forth to Closing in Section 7.1 and Section 7.2 (other than those conditions that by their nature are to be satisfied at the Debt Commitment LetterClosing, consummate the Debt Financing on or prior but subject to the satisfaction or waiver of such conditions at the Closing). To the extent requested by the Seller Group from time to time, Purchaser shall keep Seller informed on a reasonably current basis of the status of its efforts to arrange the Financing (or Alternative Financing). For the avoidance of doubt, Purchaser shall provide the Company copies of all amendments, modifications or supplements to the Debt Financing Commitments and any fee letter related to the Debt Financing Commitments (provided, that provisions in any amendment, modification or supplement to any fee letter, the fee amounts and the economic terms of market “flex” provisions that are customarily redacted in connection with transactions of this type may be redacted; provided that such redacted terms would not in any event adversely affect the availability, conditionality, enforceability or the aggregate amount of the Debt Financing. (b) promptly upon execution thereof. In the event any portion of the Debt Financing becomes unavailable (after giving effect to any other equity and/or debt financing that may then be available to cover such unavailable amount) in the amounts and on the terms and conditions (including any “flex” provisions) contemplated in the Debt Commitment Letter Financing Commitments for any reason and such amount is required by Purchaser to consummate the transactions contemplated hereby and pay all related fees and expenses required to be paid by Purchaser, in each case at the Closing, (A) Purchaser shall promptly notify Seller Group in writing and (B) Purchaser shall use its Reasonable Efforts reasonable best efforts to arrange to obtain alternative financing from alternative or the same sources on terms not materially less favorable taken as a whole to Purchaser (as determined in good faith by Purchaser) than those contained in the Debt Commitment Letter in an amountobtain, when added with Purchaser’s other financial resources, sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event event, alternative financing from alternative financing sources (the “Alternative Financing”) and in an amount, when added with the provisions funds to be provided under the Equity Financing Commitment, sufficient to consummate the Transaction, which would (i) involve terms in material respects as favorable to Purchaser as are reasonably available in the debt markets for financing of this Section 4.10 shall be applicable to the Alternative Financing, and, for type set forth in the purposes of this Agreement (other than Section 3.5), all references to the “Debt Financing” shall be deemed to include such Alternative Financing, all references to the “Debt Commitment Letter,” or the “Fee Letter” shall include the applicable documents for the Alternative Financing and all references to “Debt Financing Sources” shall include Commitments as of the applicable parties providing any Alternative Financing. It is understood and agreed that in no event will the commercially reasonable efforts of Purchaser be deemed or construed to require the Purchaser to pay any fees materially in excess of those contemplated by the Debt Commitment Letter or the Fee Letter date hereof (including any “flex” provisions set forth thereinapplicable thereto), (ii) as in effect on not involve any additional conditions to funding the date of this Agreement, or agree to any “flex” provision less favorable to Purchaser than the “flex” provisions Debt Financing that are not contained in the Fee Letter Debt Financing Commitments and (iii) not reasonably be expected to prevent, impede or delay the consummation of the Transaction. The Purchaser shall provide Seller, upon reasonable written request, such information as in effect on shall be reasonably necessary to allow Seller to monitor the date progress of this Agreement (in either case, whether Purchaser’s efforts to secure waiver of any conditions contained therein or otherwise)arrange the Debt Financing. Without limiting the generality of the foregoing, Purchaser shall promptly notify the Seller Group in writing (A) if Purchaser becomes aware of the existence of there exists any material breach, default, rescission, repudiation, cancellation cancellation, expiration or termination by any party to the Debt Commitment LetterFinancing Commitments or any definitive agreement related thereto (or any event or circumstance that, in each case that would materially delay with or prevent the Closing without notice, lapse of time or result in insufficient financing for Purchaser both, could reasonably be expected to consummate the transactions contemplated hereby and pay all related fees and expenses required give rise to be paid by Purchaserany breach, in each case at the Closingdefault, rescission, repudiation, cancellation, expiration or termination) or (B) of the receipt by Purchaser of any written notice or other written communication from any Debt Financing Source with respect to any actual actual, threatened or alleged material breach, default, rescission, repudiation, cancellation or termination by any party to the Debt Commitment Letter or (C) if Purchaser reasonably expects that it will not be able to obtain all Financing Commitments or any portion definitive document with respect thereto. Without the consent of the Debt Financing on Company, the terms or in the manner contemplated by the Debt Commitment Letter (as such terms and conditions may be modified or adjusted in accordance with the terms thereof and within the limits of the “flex” provisions therein) and such amount is required by Purchaser to consummate the transactions contemplated hereby and pay all related fees and expenses required to be paid by Purchaser, in each case at the Closing. As soon as reasonably practicable, Purchaser shall provide any information reasonably requested by Seller relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence. Purchaser shall not (without the prior written consent of the Seller Group) consent or agree to any amendment, replacement, supplement or modification to, or any waiver of any provision under, the Debt Financing Commitment Letter or the definitive agreements relation to the Financing if such amendment, replacement, supplement, modification or waiver (w1) decreases the aggregate amount of the Debt Financing (except to the extent there is a corresponding increase in an Alternative Financing or other financing) to an amount that would be less than an amount that would be required to consummate the transactions hereunder at Transaction on the Closing or Date, (x2) imposes new or additional conditions to the receipt of the Financing, or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing Financing, in a manner that would reasonably be expected to (i) materially prevent, impede or delay or prevent the Closingconsummation of the transactions contemplated by this Agreement, or (ii3) make would be reasonably expected to adversely impact the funding ability of any portion Purchaser to enforce its rights against the Financing Sources. Notwithstanding the foregoing, for the avoidance of doubt, Purchaser may amend, replace, supplement and/or modify the Debt Financing Commitments to (a) add lenders, lead arrangers, bookrunners, syndication agents or satisfaction similar entities as parties thereto who had not executed the Debt Financing Commitments as of any condition the date hereof, (b) amend titles, allocations and fee sharing arrangements with respect to obtaining any portion existing and additional Financing Sources and (c) increase the amount of the Debt Financing) materially less likely to occur. Upon any amendment, supplement supplement, modification, consent or modification waiver of or relating to the Debt Commitment LetterFinancing Commitments, Purchaser shall promptly provide a copy thereof to Seller Group and and, to the extent any such amendment, supplement or modification has been made in compliance with this Section 6.10(a), the term “Debt FinancingFinancing Commitments” as used herein shall mean the Debt Financing Commitments as so amended, replaced, supplemented or modified, including any Alternative Financing. Notwithstanding the foregoing, compliance by Purchaser with this Section 4.10(b) shall not relieve Purchaser of its obligation to consummate the transactions contemplated by this Agreement whether or not the Debt Financing is available, and Purchaser acknowledges that this Agreement and the transactions contemplated hereby are not contingent on Purchaser’s ability to obtain the Debt Financing (or any Alternative Financing) or any specific term with respect to such financing.

Purchaser Financing. (a) Purchaser Prior to the Closing, the Sellers shall use Reasonable Efforts commercially reasonable efforts to takecause the respective officers, or cause to be taken, all actions employees and to do, or cause to be done, all things necessary or advisable to arrange and consummate the Debt Financing on the terms and conditions described in or contemplated by the Debt Commitment Letteradvisors, including using Reasonable Efforts attorneys and financial and accounting advisors, of the Sellers to, provide to Purchaser such cooperation as is reasonably requested by Purchaser in connection with the arrangement (including marketing efforts in connection therewith) by Purchaser of the Transaction Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Sellers), including (i) maintain participating in effect the Debt Commitment Letter until the funding a reasonable number of the Debt Financing at the Closingmeetings, (ii) satisfy (presentations, calls, drafting sessions, lender or obtain waivers to) on a timely basis all conditions to funding of the Debt Financing in the Debt Commitment Letter that are within Purchaser’s controlrating agency presentations, (iii) negotiate and enter into definitive agreements with respect thereto on terms and conditions described in the Debt Commitment Letter (subject to the exercise of any “flex” provisions contained therein) on or prior to the Closing and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letterroad shows, consummate the Debt Financing on or prior to the Closing. To the extent requested by the Seller Group from time to time, Purchaser shall keep Seller informed on a reasonably current basis of the status of the Debt Financing. (b) In the event any portion of the Debt Financing becomes unavailable (after giving effect to any other equity and/or debt financing that may then be available to cover such unavailable amount) on the terms and conditions due diligence sessions (including any “flex” provisionsaccounting due diligence sessions) contemplated in the Debt Commitment Letter for any reason and such amount is required by Purchaser to consummate the transactions contemplated hereby sessions with prospective lenders, underwriters, ratings agencies, initial purchasers and pay all related fees and expenses required to be paid by Purchaserother syndication activities, as applicable, in each case at mutually agreed times, (ii) assisting in the preparation of (A) one or more offering documents, private placement memoranda and/or bank information memoranda and similar marketing documents for the Transaction Financing, including assistance in the preparation of a business description relating to the Sellers’ business to be included in offering documents contemplated by the Transaction Financing and reviewing and commenting on the draft business description, (B) materials for rating agency presentations and (C) road show materials, other marketing and disclosure documents and customary information in connection with the items in clause (A) and (B), (iii) providing documentation and information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; (iv) obtaining customary payoff letters, lien terminations and security releases to be delivered at Closing to allow for any repayment, discharge and termination of any Liens on the Purchased Assets; (v) obtaining accountants’ comfort letters at the expense of and as reasonably requested by Purchaser and accountants’ consents for use of their reports in any materials relating to the Transaction Financing (vi) providing promptly the Required Information at such time as it becomes reasonably available to, or reasonably obtainable without liability or material expense by, the Sellers, (vii) using reasonable best efforts to assist Purchaser in obtaining corporate and facilities ratings in connection with the Transaction Financing, and (viii) reasonably cooperating to permit the prospective lenders involved in the Transaction Financing to evaluate the Sellers’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements to the extent customary and reasonable and otherwise reasonably facilitating the grant of a security interest in collateral and providing related lender protections; provided that (x) none of the Sellers shall be required to pay any commitment or other similar fee, provide any security, make any representations, provide any indemnification or incur any other liability in connection with the Transaction Financing that are not contingent upon the Closing, other than obligations for which Purchaser is obligated to reimburse the Sellers, (y) none of the Sellers shall be required to deliver any financial information with respect to a fiscal month that has not yet ended, and (z) Purchaser shall promptly notify Seller Group promptly, upon request by the Sellers, (A) reimburse the Sellers for all reasonable documented out-of-pocket costs (including those of their accountants, consultants, legal counsel, agents and other representatives) and (B) indemnify and hold harmless the Sellers and their respective Affiliates and representative (including accountants, consultants, legal counsel, agents and other representatives) from and against any and all liabilities suffered or incurred by any of them in writing and use its Reasonable Efforts connection with the arrangement of the Transaction Financing, such cooperation or providing any information utilized in connection therewith, except for such liability to arrange which such Person would have incurred regardless of this Section 8.13. None of the Sellers or any of their respective representatives shall have any liability or incur any losses, damages or penalties with respect to obtain alternative financing from alternative the Transaction Financing or any marketing materials, presentations or disclosure documents in connection therewith in the same sources on terms event the Closing does not materially less favorable taken occur, except as a whole would otherwise be available to Purchaser pursuant to this Agreement. The obligations of Purchaser in the foregoing clause (as determined z) shall survive any termination of this Agreement. Any information provided to Purchaser pursuant to this Section 8.13 shall be subject to the confidentiality provisions of the Commitment Letter. Each Seller hereby consents to the use of the logos of the respective Seller in good faith by Purchaser) than those connection with the syndication or arrangement of the Transaction Financing; provided that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Sellers. For the avoidance of doubt, the parties hereto acknowledge and agree that the provisions contained in this Section 8.13 represent the Debt Commitment Letter sole obligation of the Sellers and their officers, employees and advisors, including attorneys, financial and accounting advisors with respect to cooperation in an amountconnection with the arrangement of the Transaction Financing. Notwithstanding anything to the contrary contained in this Agreement, when added including this Section 8.13, nothing in this Section 8.13 shall require any such cooperation to the extent that it would (A) require the Sellers or their respective representatives, as applicable, to waive or amend any terms of this Agreement, (B) unreasonably interfere with Purchaser’s other financial resourcesthe ongoing business or operations of the Sellers, sufficient (C) require the Sellers to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence take any action that will conflict with or violate, or result in a violation of, any of such event (the “Alternative Financing”) and the provisions of this Section 4.10 shall be applicable to the Alternative Financingrespective Seller’s operating agreement, andpartnership agreement or equivalent organizational or governing documents, for the purposes of this Agreement (other than Section 3.5)in each case, all references to the “Debt Financing” shall be deemed to include such Alternative Financing, all references to the “Debt Commitment Letter,” or the “Fee Letter” shall include the applicable documents for the Alternative Financing and all references to “Debt Financing Sources” shall include the applicable parties providing any Alternative Financing. It is understood and agreed that in no event will the commercially reasonable efforts of Purchaser be deemed or construed to require the Purchaser to pay any fees materially in excess of those contemplated by the Debt Commitment Letter or the Fee Letter (including “flex” provisions set forth therein) as in effect on the date of this Agreement, or agree to any “flex” provision less favorable to Purchaser than the “flex” provisions contained in the Fee Letter as in effect on the date of this Agreement (in either case, whether to secure waiver of any conditions contained therein or otherwise). Without limiting the generality of the foregoing, Purchaser shall promptly notify the Seller Group in writing (A) if Purchaser becomes aware of the existence of any material breach, default, repudiation, cancellation or termination by any party to the Debt Commitment Letter, in each case that would materially delay or prevent the Closing or result in insufficient financing for Purchaser to consummate the transactions contemplated hereby and pay all related fees and expenses required to be paid by Purchaser, in each case at the Closing, (B) of the receipt by Purchaser of any written notice or other written communication from any Debt Financing Source with respect to any actual repudiation, cancellation or termination by any party to the Debt Commitment Letter or (C) if Purchaser reasonably expects that it will not be able to obtain all or any portion of the Debt Financing on the terms or in the manner contemplated by the Debt Commitment Letter (as such terms and conditions may be modified or adjusted in accordance with the terms thereof and within the limits of the “flex” provisions therein) and such amount is required by Purchaser to consummate the transactions contemplated hereby and pay all related fees and expenses required to be paid by Purchaser, in each case at the Closing. As soon as reasonably practicable, Purchaser shall provide any information reasonably requested by Seller relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence. Purchaser shall not (without the prior written consent of the Seller Group) consent or agree to any amendment, replacement, supplement or modification tohereof, or any waiver of any provision under, the Debt Commitment Letter if such amendment, replacement, supplement, modification applicable Laws or waiver (w) decreases the aggregate amount of the Debt Financing (except to the extent there is a corresponding increase in an Alternative Financing or other financing) to an amount that would be less than an amount that would be required to consummate the transactions hereunder at the Closing or (x) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing in a manner that would reasonably be expected to result in a violation or breach of, or default under, any reasonable or customary restriction contained in any material Contract in any material respect, (iD) materially delay or prevent result in any significant interference with the Closingprompt and timely discharge of the duties of any of the Seller’s executive officers, or (iiE) make the funding of result in any portion officer or director of the Debt Financing (or satisfaction of any condition to obtaining any portion of the Debt Financing) materially less likely to occur. Upon any amendment, supplement or modification of the Debt Commitment Letter, Purchaser shall provide a copy thereof to Seller Group and the term “Debt Financing” as used herein shall mean the Debt Financing as so amended, replaced, supplemented or modified. Notwithstanding the foregoing, compliance by Purchaser with this Section 4.10(b) shall not relieve Purchaser of its obligation to consummate the transactions contemplated by this Agreement whether or not the Debt Financing is available, and Purchaser acknowledges that this Agreement and the transactions contemplated hereby are not contingent on Purchaser’s ability to obtain the Debt Financing (or any Alternative Financing) or any specific term Sellers incurring personal liability with respect to such financingany matters relating to the Transaction Financing.

Purchaser Financing. (a) Purchaser acknowledges and agrees that obtaining financing is not a condition to any of its obligations under this Agreement. For the avoidance of doubt, if any financing, including the Debt Financing or any Alternative Financing is not obtained for any reason and the conditions set forth in Section 7.2 are otherwise satisfied (or waived by Purchaser), Purchaser shall continue to be obligated to consummate the transactions contemplated by this Agreement, subject to the terms of this Agreement, it being understood that notwithstanding anything to the contrary in this Agreement, none of Seller’s or its Affiliates’ performance under this Section 7.17 shall be taken into account with respect to whether any condition set forth Section 8.2(b) shall be deemed satisfied, except to the extent that Seller has knowingly and intentionally materially breached their obligations in this Section 7.17. (b) Purchaser shall use Reasonable Efforts commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, as promptly as reasonably practicable (giving effect to the timing of the Marketing Period), all things necessary to consummate the Debt Financing or advisable consummate alternative financing transactions or asset sales generating net cash proceeds sufficient, when taken together with Other Sources, to arrange fund the Funding Requirements on or prior to the Closing Date. In furtherance of and consummate not in limitation of the foregoing, Purchaser shall use commercially reasonable efforts to: (i) satisfy, or cause to be satisfied, on a timely basis all conditions to Purchaser obtaining the Debt Financing set forth in the Debt Commitment Letter (including the payment of any fees required as a condition to the Debt Financing and the exercise of any economic “flex” provisions as provided in and pursuant to the terms of the Fee Letter); (ii) negotiate and enter into definitive agreements with respect to the Debt Financing on the terms (unless otherwise acceptable to Purchaser) and conditions described in or contemplated by the Debt Commitment LetterLetter (including any related economic “flex” provisions) or on other terms (not related to conditionality) that are (A) reasonably acceptable to the Debt Financing Sources and (B) in the aggregate not materially less favorable, including using Reasonable Efforts taken as a whole, to Purchaser, so that the agreements are in effect no later than the Closing Date; (iiii) maintain in effect the Debt Commitment Letter until and (from and when executed) the funding other Debt Documents through the consummation of the Closing; (iv) fully enforce its rights under the Debt Financing Commitment Letter (to the extent necessary to fund the Closing Payment and other amounts due by Purchaser at the Closing, Closing after giving effect to Other Sources of Purchaser); and (iiv) satisfy (or obtain waivers to) on a timely basis in the event that all conditions precedent to the funding of the Debt Financing in the Debt Commitment Letter that are within Purchaser’s control, have been satisfied or waived (iii) negotiate and enter into definitive agreements with respect thereto on terms and conditions described in the Debt Commitment Letter (subject to the exercise of any “flex” provisions contained therein) on or prior to the Closing and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letterfunding will be satisfied), consummate the Debt Financing on at or prior to the Closing. To time the Closing is required to occur (to the extent requested necessary to fund the Closing Payment and other amounts due by Purchaser at the Closing after giving effect to Other Sources of Purchaser). (c) Purchaser shall promptly notify Seller in writing (A) of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to result in a material breach or default) by any party to the Debt Commitment Letter or other Debt Document of which Purchaser becomes aware, (B) if and when Purchaser becomes aware that any portion of the Debt Financing contemplated by the Seller Group Debt Commitment Letter may not be available for the Funding Requirements, to the extent such unavailability would reasonably be expected to prevent, or materially delay, impede or impair the Closing, (C) of the receipt of any written notice or other written communication from time any Person with respect to timeany (i) actual or potential material breach, default, termination or repudiation by any party to the Debt Commitment Letter or other Debt Document or (ii) material dispute or disagreement between or among any parties to the Debt Commitment Letter or other Debt Document (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Debt Financing or Debt Documents) and (D) of any expiration or termination of the Debt Commitment Letter or other Debt Document. Without limiting the foregoing, Purchaser shall upon request keep Seller informed on a reasonably current basis in reasonable detail of the status of material developments concerning the Debt Financing. (b) In the event . If any material portion of the Debt Financing becomes unavailable (after giving effect to any other equity and/or debt financing that may then be available to cover such unavailable amount) on the terms and conditions (including any “flex” provisions) contemplated in the Debt Commitment Letter for any reason and such amount is required by Purchaser to consummate the transactions contemplated hereby and pay all related fees and expenses required to be paid by Purchaser, in each case at the Closing(after taking into account economic “flex” terms), Purchaser shall promptly notify Seller Group in writing and use its Reasonable Efforts reasonable best efforts to arrange to and obtain alternative financing for any such unavailable portion from alternative or the same or alternative sources on terms not materially less favorable (“Alternative Financing”), in an amount that is sufficient, when taken as a whole to Purchaser (as determined in good faith by Purchaser) than those contained in together with Other Sources and the available portion of the Debt Commitment Letter in an amountFinancing, when added with Purchaser’s other financial resources, sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following and to pay the occurrence of such event (the “Alternative Financing”) Funding Requirements and the provisions of this Section 4.10 7.17 shall be applicable to the Alternative Financing, and, for the purposes of Section 7.18 and this Agreement (other than Section 3.5)7.17, all references to the “Debt Financing” Financing shall be deemed to include such Alternative Financing, Financing and all references to the “Debt Commitment Letter,” Letter or the “Fee Letter” other Debt Documents shall include the applicable documents for the Alternative Financing and all references to “Debt Financing Sources” shall include the applicable parties providing any Alternative Financing. It is understood Purchaser shall promptly provide a true, correct and agreed complete copy of each Alternative Financing commitment and any related fee letter(s) to Seller (provided that in no event will the commercially reasonable efforts of Purchaser such fee letter(s) may be deemed or construed redacted solely to require the Purchaser to pay remove any fees materially and economic terms in excess of those contemplated by customary fashion). Purchaser shall (1) comply in all material respects with the Debt Commitment Letter or the Fee Letter and each definitive agreement with respect thereto (including “flex” provisions set forth therein) as in effect on the date of this Agreementcollectively, or agree to any “flex” provision less favorable to Purchaser than the “flex” provisions contained in the Fee Letter as in effect on the date of this Agreement (in either case, whether to secure waiver of any conditions contained therein or otherwise). Without limiting the generality of the foregoing, Purchaser shall promptly notify the Seller Group in writing (A) if Purchaser becomes aware of the existence of any material breach, default, repudiation, cancellation or termination by any party to with the Debt Commitment Letter, the “Debt Documents”), and (2) not permit, without the prior written consent of Seller, any material amendment or modification to be made to, or any termination, rescission or withdrawal of, or any material waiver of any provision or remedy under, the Debt Commitment Letter (including the Fee Letter) or other Debt Document, in each case case, that (individually or in the aggregate with any other amendments, modifications or waivers) would materially delay reasonably be expected to (x) reduce the aggregate amount of the Debt Financing thereunder (including by changing the amount of fees to be paid or prevent original issue discount thereof) to an amount less than the Closing or result in insufficient financing amount required for Purchaser to consummate the transactions contemplated hereby and pay all related fees and expenses required to be paid by Purchaser, in each case at the Closing, (B) of the receipt by Purchaser of any written notice or other written communication from any Debt Financing Source with respect to any actual repudiation, cancellation or termination by any party to the Debt Commitment Letter or (C) if Purchaser reasonably expects that it will not be able to obtain all or any portion of the Debt Financing on the terms or in the manner contemplated by the Debt Commitment Letter (as such terms and conditions may be modified or adjusted in accordance with the terms thereof and within the limits of the “flex” provisions therein) and such amount is required by Purchaser to consummate the transactions contemplated hereby and pay all related fees and expenses required to be paid by Purchaser, in each case at the Closing. As soon as reasonably practicable, Purchaser shall provide any information reasonably requested by Seller relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence. Purchaser shall not (without the prior written consent of the Seller Group) consent or agree to any amendment, replacement, supplement or modification to, or any waiver of any provision under, the Debt Commitment Letter if such amendment, replacement, supplement, modification or waiver (w) decreases the aggregate amount of the Debt Financing (except to the extent there is a corresponding increase in an Alternative Financing or other financing) to an amount that would be less than an amount that would be required to consummate the transactions hereunder at the Closing or (xy) imposes impose any new or additional conditions condition, or otherwise expandsamend, amends modify or modifies expand any of the conditions condition, to the receipt of any portion of the Debt Financing in a manner that would reasonably be expected to (i) materially delay or prevent the Closing, Closing Date or (ii) make adversely impact the funding ability of Purchaser to enforce its rights against any portion of the Debt Financing (or satisfaction of any condition other party to obtaining any portion of the Debt Financing) materially less likely to occur. Upon any amendment, supplement or modification of the Debt Commitment Letter, Letter or other Debt Document or the ability of Purchaser shall provide a copy thereof to Seller Group and the term “Debt Financing” as used herein shall mean the Debt Financing as so amended, replaced, supplemented or modified. Notwithstanding the foregoing, compliance by Purchaser with this Section 4.10(b) shall not relieve Purchaser of its obligation to consummate the transactions contemplated by hereby at the Closing; provided, that notwithstanding anything to the contrary herein, no consent from Seller or any other party hereto shall be required for (1) any amendment, restatement, amendment and restatement, replacement, supplement, or other modification of, or waiver or consent under the Debt Commitment Letter that is limited to adding lenders, lead arrangers, bookrunners, syndication agents, or similar entities that have not executed the Debt Commitment Letter as of the date of this Agreement whether (including in replacement of a Debt Financing Source thereunder) or not (2) implementation or exercise of any economic “flex” provision. (d) Purchaser shall jointly and severally indemnify, defend and hold harmless the Seller Group from and against any and all Damages, liabilities or losses suffered or incurred by them in connection with Seller’s obligations under Section 7.18 and any information utilized in connection therewith or in connection with the Debt Financing, other than with respect to any actions of a Seller that constitute actual and intentional fraud in the performance of their obligations under Section 7.18 (i) for which any of the individuals identified in the definition of “Knowledge” had Knowledge and (ii) as determined by a court of competent jurisdiction in a final and non-appealable judgment and, in the event of such determination with respect to a Person, such Person being obligated to reimburse Purchaser for amounts expended by Purchaser in connection with the defense of such Person. Purchaser shall promptly, within thirty (30) days of written request by ▇▇▇▇▇▇, reimburse Seller for all reasonable and documented out-of-pocket costs (including reasonable and documented attorneys’ of one firm of outside counsel fees and ratings agencies’ fees) incurred by such Seller in connection with the cooperation described in Section 7.18. (e) Seller agrees that: (i) Purchaser and its Affiliates may initiate contact with and, pursue and provide the information contemplated by Section 7.18(a) to Debt Financing Sources in connection with the Debt Financing is available, and Purchaser acknowledges that this Agreement and the transactions contemplated hereby by this Agreement; and (ii) Purchaser and its Affiliates may initiate contact with their lenders and provide the information contemplated by Section 7.18(a), in each case, in connection with the transactions contemplated hereunder and who are not contingent on Purchaser’s ability informed of the confidential nature of such information and who are subject to obtain the Debt Financing (or any Alternative Financing) or any specific term with respect to such financingcustomary confidentiality obligations.

Purchaser Financing. (a) Purchaser shall use Reasonable Efforts obtain the amounts required to takepay, inter alia, the Cash Consideration pursuant to the credit facilities described in the Acquisition Debt Confirmations. (b) Purchaser shall: (i) satisfy, or cause to be takensatisfied, on a timely basis, all actions conditions, covenants, terms, representations and warranties applicable to doPurchaser in the Purchaser Credit Agreement and, or cause to be doneif applicable, all things necessary or advisable to arrange the Purchaser Bridge Loan Facility; and consummate the Debt Financing on the terms and conditions described in or contemplated by the Debt Commitment Letter, including using Reasonable Efforts to (i) maintain in effect the Debt Commitment Letter until the funding of the Debt Financing at the Closing, (ii) satisfy (or obtain waivers to) on a timely basis all conditions to funding enforce its rights under the Purchaser Credit Agreement, and, if applicable, the Purchaser Bridge Loan Facility, including by seeking specific performance of the Debt Financing in parties thereunder, if necessary to consummate the Debt Commitment Letter that are within Purchaser’s control, Transaction. (iiic) negotiate Purchaser will keep the Company and enter into definitive agreements [name of party redacted] fully informed with respect thereto on terms and conditions described in the Debt Commitment Letter (subject to the exercise of any “flex” provisions contained therein) on or prior to the Closing and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letter, consummate the Debt Financing on or prior to the Closing. To the extent requested by the Seller Group from time to time, Purchaser shall keep Seller informed on a reasonably current basis of all material activity concerning the status of the Debt Financing. (b) In financings referred to in this Section 6.10 and will give the event Company and [name of party redacted] prompt notice of any portion of the Debt Financing becomes unavailable (after giving effect material change with respect to any other equity and/or debt financing that may then be available to cover such unavailable amount) on the terms and conditions (including any “flex” provisions) contemplated in the Debt Commitment Letter for any reason and such amount is required by Purchaser to consummate the transactions contemplated hereby and pay all related fees and expenses required to be paid by Purchaser, in each case at the Closing, Purchaser shall promptly notify Seller Group in writing and use its Reasonable Efforts to arrange to obtain alternative financing from alternative or the same sources on terms not materially less favorable taken as a whole to Purchaser (as determined in good faith by Purchaser) than those contained in the Debt Commitment Letter in an amount, when added with Purchaser’s other financial resources, sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event (the “Alternative Financing”) and the provisions of this Section 4.10 shall be applicable to the Alternative Financing, and, for the purposes of this Agreement (other than Section 3.5), all references to the “Debt Financing” shall be deemed to include such Alternative Financing, all references to the “Debt Commitment Letter,” or the “Fee Letter” shall include the applicable documents for the Alternative Financing and all references to “Debt Financing Sources” shall include the applicable parties providing any Alternative Financing. It is understood and agreed that in no event will the commercially reasonable efforts of Purchaser be deemed or construed to require the Purchaser to pay any fees materially in excess of those contemplated by the Debt Commitment Letter or the Fee Letter (including “flex” provisions set forth therein) as in effect on the date of this Agreement, or agree to any “flex” provision less favorable to Purchaser than the “flex” provisions contained in the Fee Letter as in effect on the date of this Agreement (in either case, whether to secure waiver of any conditions contained therein or otherwise)financing. Without limiting the generality of the foregoing, Purchaser shall promptly notify give the Seller Group in writing Company and [name of party redacted] prompt notice: (Ai) if Purchaser becomes aware of the existence of any material breachbreach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default, repudiation, cancellation or termination ) by any party to any definitive document related to the Debt Commitment Letter, in each case that would materially delay or prevent the Closing or result in insufficient financing for Financing of which Purchaser to consummate the transactions contemplated hereby and pay all related fees and expenses required to be paid by Purchaser, in each case at the Closingbecomes aware, (Bii) of the receipt by Purchaser of any written notice or other written communication from any Debt Financing Source Person with respect to any actual repudiationor potential breach, cancellation default, termination or termination repudiation by any party to any of the definitive documents related to the Debt Commitment Letter Financing or a request for amendments or waivers thereto that are or could be reasonably expected to be adverse to the timely completion of the Debt Financing, (Ciii) if for any reason Purchaser reasonably expects believes in good faith that it will not be able to obtain all or any portion of the Debt Financing on the terms or terms, in the manner or from the sources contemplated by the Acquisition Debt Commitment Letter Confirmations or the definitive documents related to Debt Financing including if Purchaser has any reason to believe that it will be unable to satisfy, on a timely basis, any term or condition of any definitive document related to the Debt Financing, and (as such terms and conditions may be modified iv) if the Acquisition Debt Confirmations or adjusted in accordance with the terms thereof and within definitive documents related to the limits Debt Financing expire or are terminated for any reason. Without limiting the generality of the “flex” provisions therein) and such amount is required by Purchaser to consummate the transactions contemplated hereby and pay all related fees and expenses required to be paid by Purchaserforegoing, in each case at the Closing. As as soon as reasonably practicable, but in any event within two Business Days after the date the Company and [name of party redacted] deliver to Purchaser a written request, Purchaser shall provide any information reasonably requested by Seller the Company and [name of party redacted] relating to any circumstance referred to in clause (Ai), (Bii), (iii) or (Civ) of the immediately preceding sentence. . (d) Purchaser shall will not (amend, alter or terminate, or agree to amend, alter or terminate, the Purchaser Credit Agreement, Acquisition Debt Confirmations or any definitive agreement or documentation referred to in this Section 6.10 in any manner that could reasonably be expected to impair, delay or prevent the consummation of the Transaction, in each case without the prior written consent of the Seller Group) consent or agree to Company and [name of party redacted], provided that Purchaser may replace and amend any amendment, replacement, supplement or modification to, or any waiver of any provision under, the credit facilities described in the Acquisition Debt Commitment Letter if such amendment, replacement, supplement, modification or waiver (w) decreases Confirmations so long as the aggregate amount of the Debt Financing (except to the extent there is a corresponding increase in an Alternative Financing or other financing) not decreased to an amount that would be less than an amount that the Required Funds and such replacement or amendment, as the case may be, would be required to consummate the transactions hereunder at the Closing or (x) imposes new or additional conditions or otherwise expands, amends or modifies not expand in any of material respect the conditions to the receipt Debt Financing as of the Debt Financing date hereof; and in a manner that would reasonably be expected to (i) materially delay or prevent the Closing, or (ii) make the funding of any portion of the Debt Financing (or satisfaction of any condition to obtaining any portion of the Debt Financing) materially less likely to occur. Upon any amendment, supplement or modification of the Debt Commitment Lettersuch event, Purchaser shall provide a copy thereof disclose to Seller Group the Company and [name of party redacted] its intention to obtain such alternative financing, shall keep the term “Debt Financing” as used Company and [name of party redacted] fully informed of the terms thereof; and provided further that, for clarity, nothing herein shall mean restrict the Debt Financing as so amended, replaced, supplemented or modified. Notwithstanding Purchaser from replacing the foregoing, compliance by Purchaser Bridge Loan Facility with this Section 4.10(bfully funded “high yield” bonds in an aggregate amount of not less than US$300 million. (e) shall Purchaser acknowledges and agrees that its obtaining financing is not relieve Purchaser a condition to any of its obligation obligations hereunder, regardless of the reasons why financing is not obtained or whether such reasons are within or beyond the control of Purchaser. For the avoidance of doubt, regardless of whether any such financing is obtained, Purchaser will continue to be obligated to consummate the transactions Transaction, subject to and on the terms contemplated by this Agreement whether including Section 11.9. (f) Notwithstanding anything to the contrary contained in this Agreement, but without limiting any of the Company’s rights under this Section 6.10(f) or not the rights of the parties to the Debt Financing is availableunder the terms thereof, the Company, on behalf of itself and Purchaser acknowledges that each of its Affiliates, hereby waives, any rights or claims against any Debt Financing Source in connection with this Agreement Agreement, the Debt Financing and the transactions contemplated hereby are or thereby, and the Company agrees not contingent on Purchaser’s ability to obtain support or commence, or permit any of its Affiliates to support or commence, any action or proceeding against any Debt Financing Source in connection with this Agreement, the Debt Financing, the Acquisition Debt Confirmations or in respect of any other document or theory of law or equity in connection therewith, whether at law, in contract, in tort or otherwise. In particular, the Company agrees that no Debt Financing Source shall be subject to any special, consequential, punitive or indirect damages or damages of a tortious nature. No Debt Financing Source shall have any liability whatsoever to any of Westbrick, [name of party redacted], [name redacted] ▇▇▇▇▇▇, Westbrick Supporting Shareholders or any of their Affiliates in connection with the Debt Financing or any way related to this Agreement or any of the transactions contemplated hereby, whether at law, in contract, in tort or otherwise, in each case, whether arising, in whole or in part, out of comparative, contributory or sole negligence by any Debt Financing Source. Notwithstanding anything to the contrary in this Agreement, (i) no amendment or modification to this Section 6.10(f) (or any Alternative Financing) amendment or any specific term modification with respect to such financingany related definitions as they affect this Section 6.10(f)) shall be effective without the prior written consent of each Debt Financing Source and (b) each Debt Financing Source shall be an express third party beneficiary of, and shall have the right to enforce, this Section 6.10(f). This Section 6.10(f) is intended to benefit and may be enforced by the Debt Financing Sources. (g) For the avoidance of doubt, nothing contained herein shall in any way limit or modify the rights and obligations of the Purchaser or the Debt Financing Sources set forth under the definitive documents governing the Debt Financing, and nothing herein shall limit or modify the ability of the Company to enforce its rights and remedies against the Purchaser hereunder including, without limitation, seeking specific performance of the Purchaser’s obligations hereunder, including under Section 6.10.

Purchaser Financing. (a) Purchaser acknowledges and agrees that obtaining financing is not a condition to any of its obligations under this Agreement. For the avoidance of doubt, if any financing, including the Debt Financing or any Alternative Financing is not obtained for any reason and the conditions set forth in Section 7.2 are otherwise satisfied (or waived by Purchaser), Purchaser shall continue to be obligated to consummate the transactions contemplated by this Agreement, subject to the terms of this Agreement (including Section 9.2(d)). (b) Purchaser shall use Reasonable Efforts commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, as promptly as reasonably practicable (giving effect to the timing of the Marketing Period), all things necessary or advisable to arrange and consummate the Debt Financing or consummate alternative financing transactions or asset sales generating net cash proceeds sufficient, when taken together with Other Sources, to fund the Funding Requirements on or prior to the terms Closing Date. In furtherance of and conditions described not in or contemplated by limitation of the Debt Commitment Letterforegoing, including using Reasonable Efforts to Purchaser shall use commercially reasonable efforts to: (i) maintain in effect the Debt Commitment Letter until the funding of the Debt Financing at the Closingsatisfy, (ii) satisfy (or obtain waivers to) cause to be satisfied, on a timely basis all conditions to funding of Purchaser obtaining the Debt Financing in set forth therein (including the payment of any fees required as a condition to the Debt Commitment Letter that are within Purchaser’s control, Financing and the exercise of any economic “flex” provisions as provided in and pursuant to the terms of the Fee Letter); (iiiii) negotiate and enter into definitive agreements with respect thereto to the Debt Financing on the terms (unless otherwise acceptable to Purchaser) and conditions described in contemplated by the Debt Commitment Letter (subject to the exercise of including any related economic “flex” provisions contained thereinprovisions) or on or prior other terms (not related to conditionality) that are (A) reasonably acceptable to the Closing Debt Financing Sources and (ivB) upon satisfaction of in the conditions set forth aggregate not materially less favorable, taken as a whole, to Purchaser, so that the agreements are in effect no later than the Closing Date; and (iii) maintain in effect the Debt Commitment LetterLetter and (from and when executed) the other Debt Documents through the consummation of the Closing. (c) Purchaser shall promptly notify the Sellers in writing (A) of any material breach or default (or any event or circumstance that, consummate with or without notice, lapse of time or both, would reasonably be expected to result in a material breach or default) by any party to the Debt Commitment Letter or other Debt Document of which Purchaser becomes aware, (B) if and when Purchaser becomes aware that any portion of the Debt Financing on or prior contemplated by the Debt Commitment Letter may not be available for the Funding Requirements, to the extent such unavailability would reasonably be expected to prevent, or materially delay, impede or impair the Closing. To the extent requested by the Seller Group from time to time, Purchaser shall keep Seller informed on a reasonably current basis (C) of the status receipt of any written notice or other written communication from any Person with respect to any (i) actual material breach, default, termination or repudiation by any party to the Debt Commitment Letter or other Debt Document or (ii) material dispute or disagreement between or among any parties to the Debt Commitment Letter or other Debt Document (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Debt Financing. Financing or Debt Documents) and (bD) In of any expiration or termination of the event Debt Commitment Letter or other Debt Document. If any material portion of the Debt Financing becomes unavailable (after giving effect to any other equity and/or debt financing that may then be available to cover such unavailable amount) on the terms and conditions (including any “flex” provisions) contemplated in the Debt Commitment Letter for any reason and such amount is required by Purchaser to consummate the transactions contemplated hereby and pay all related fees and expenses required to be paid by Purchaser, in each case at the Closing(after taking into account economic “flex” terms), Purchaser shall promptly notify Seller Group in writing and use its Reasonable Efforts reasonable best efforts to arrange to and obtain alternative financing for any such unavailable portion from alternative or the same or alternative sources on terms not materially less favorable (“Alternative Financing”), in an amount that is sufficient, when taken as a whole to Purchaser (as determined in good faith by Purchaser) than those contained in together with Other Sources and the available portion of the Debt Commitment Letter in an amountFinancing, when added with Purchaser’s other financial resources, sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following and to pay the occurrence of such event (the “Alternative Financing”) Funding Requirements and the provisions of this Section 4.10 6.9 shall be applicable to the Alternative Financing, and, for the purposes of Section 6.20 and this Agreement (other than Section 3.5)6.9, all references to the “Debt Financing” Financing shall be deemed to include such Alternative Financing, Financing and all references to the “Debt Commitment Letter,” Letter or the “Fee Letter” other Debt Documents shall include the applicable documents for the Alternative Financing and all references to “Debt Financing Sources” shall include the applicable parties providing any Alternative Financing. It is understood and agreed that Purchaser shall (1) comply in no event will the commercially reasonable efforts of Purchaser be deemed or construed to require the Purchaser to pay any fees materially in excess of those contemplated by all material respects with the Debt Commitment Letter or the Fee Letter and each definitive agreement with respect thereto (including “flex” provisions set forth therein) as in effect on the date of this Agreementcollectively, or agree to any “flex” provision less favorable to Purchaser than the “flex” provisions contained in the Fee Letter as in effect on the date of this Agreement (in either case, whether to secure waiver of any conditions contained therein or otherwise). Without limiting the generality of the foregoing, Purchaser shall promptly notify the Seller Group in writing (A) if Purchaser becomes aware of the existence of any material breach, default, repudiation, cancellation or termination by any party to with the Debt Commitment Letter, the “Debt Documents”), and (2) not permit, without the prior written consent of the Sellers, any material amendment or modification to be made to, or any termination, rescission or withdrawal of, or any material waiver of any provision or remedy under, the Debt Commitment Letter (including the Fee Letter) or other Debt Document, in each case case, that (individually or in the aggregate with any other amendments, modifications or waivers) would materially delay reasonably be expected to (x) reduce the aggregate amount of the Debt Financing thereunder (including by changing the amount of fees to be paid or prevent original issue discount thereof) to an amount less than the Closing or result in insufficient financing amount required for Purchaser to consummate the transactions contemplated hereby and pay all related fees and expenses required to be paid by Purchaser, in each case at the Closing, (B) of the receipt by Purchaser of any written notice or other written communication from any Debt Financing Source with respect to any actual repudiation, cancellation or termination by any party to the Debt Commitment Letter or (C) if Purchaser reasonably expects that it will not be able to obtain all or any portion of the Debt Financing on the terms or in the manner contemplated by the Debt Commitment Letter (as such terms and conditions may be modified or adjusted in accordance with the terms thereof and within the limits of the “flex” provisions therein) and such amount is required by Purchaser to consummate the transactions contemplated hereby and pay all related fees and expenses required to be paid by Purchaser, in each case at the Closing. As soon as reasonably practicable, Purchaser shall provide any information reasonably requested by Seller relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence. Purchaser shall not (without the prior written consent of the Seller Group) consent or agree to any amendment, replacement, supplement or modification to, or any waiver of any provision under, the Debt Commitment Letter if such amendment, replacement, supplement, modification or waiver (w) decreases the aggregate amount of the Debt Financing (except to the extent there is a corresponding increase in an Alternative Financing or other financing) to an amount that would be less than an amount that would be required to consummate the transactions hereunder at the Closing or (xy) imposes impose any new or additional conditions condition, or otherwise expandsamend, amends modify or modifies expand any of the conditions condition, to the receipt of any portion of the Debt Financing in a manner that would reasonably be expected to (i) materially delay or prevent the Closing, Closing Date or (ii) make adversely impact the funding ability of Purchaser to enforce its rights against any portion of the Debt Financing (or satisfaction of any condition other party to obtaining any portion of the Debt Financing) materially less likely to occur. Upon any amendment, supplement or modification of the Debt Commitment Letter, Letter or other Debt Document or the ability of Purchaser shall provide a copy thereof to Seller Group and the term “Debt Financing” as used herein shall mean the Debt Financing as so amended, replaced, supplemented or modified. Notwithstanding the foregoing, compliance by Purchaser with this Section 4.10(b) shall not relieve Purchaser of its obligation to consummate the transactions contemplated by hereby at the Closing; provided, that notwithstanding anything to the contrary herein, no consent from the Sellers or any other party hereto shall be required for (1) any amendment, restatement, amendment and restatement, replacement, supplement, or other modification of, or waiver or consent under the Debt Commitment Letter that is limited to adding lenders, lead arrangers, bookrunners, syndication agents, or similar entities that have not executed the Debt Commitment Letter as of the date of this Agreement whether (including in replacement of a Debt Financing Source thereunder) or not (2) implementation or exercise of any economic “flex” provision. (d) Purchaser shall jointly and severally indemnify, defend and hold harmless the Company Group Members, their respective pre-Closing directors, officers, employees and Representatives and the Seller Group, from and against any and all Damages, liabilities or losses suffered or incurred by them in connection with Sellers’ and the Company Groups’ obligations under Section 6.20 and any information utilized in connection therewith or in connection with the Debt Financing is availableFinancing, and Purchaser acknowledges that this Agreement and the transactions contemplated hereby are not contingent on Purchaser’s ability to obtain the Debt Financing (or any Alternative Financing) or any specific term other than with respect to any actions of a Seller or any Company Group Member that constitute actual and intentional fraud in the performance of their obligations under Section 6.20 (i) for which any of the individuals identified in the definition of “knowledge of Sellers” or “knowledge of the Companies” had Knowledge and (ii) as determined by a court of competent jurisdiction in a final and non-appealable judgment and, in the event of such financingdetermination with respect to a Person, such Person being obligated to reimburse Purchaser for amounts expended by Purchaser in connection with the defense of such Person. Purchaser shall promptly, within 30 days of written request by ▇▇▇▇▇▇▇, reimburse Sellers or any Company Group Members for all reasonable and documented out-of-pocket costs (including reasonable and documented attorneys’ of one firm of outside counsel fees and ratings agencies’ fees) incurred by such Seller or Company Group Member in connection with the cooperation described in Section 6.20 and, to the extent Purchaser does not reimburse the Company or such applicable Subsidiary for any such costs or expenses on or prior to the Closing Date, the applicable Company Group shall be deemed to have a Working Capital Asset as of the Effective Time in the amount of such unreimbursed costs and expenses, which shall be taken into account in the calculation of Effective Time Working Capital.

Purchaser Financing. (a) Purchaser shall use Reasonable Efforts reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, advisable or advisable proper to obtain funds sufficient to pay the payments required to be made by Purchaser at the Closing pursuant to this Agreement (including the Estimated Purchase Price), including to arrange and consummate obtain the Debt Equity Financing on the terms and subject only to the conditions described expressly stated in or contemplated by the Debt Equity Commitment Letter, including using Reasonable Efforts to (i) maintain in effect the Debt Commitment Letter until the funding of the Debt Financing at the Closing, (ii) satisfy (or obtain waivers to) on a timely basis all conditions to funding of the Debt Financing in the Debt Commitment Letter that are within Purchaser’s control, (iii) negotiate and enter into definitive agreements with respect thereto on terms and conditions described in the Debt Commitment Letter (subject to the exercise of any “flex” provisions contained therein) on or prior to the Closing and (iv) upon satisfaction of the conditions set forth in the Debt Commitment Letter, consummate the Debt Financing on or prior to the Closing. To the extent requested by the Seller Group from time to time, Purchaser shall keep Seller informed on a reasonably current basis of the status of the Debt Financing. (b) In Without the event prior written consent of Seller (which shall not be unreasonably withheld, conditioned or delayed), Purchaser shall not permit any portion amendment, replacement, supplement or other modification to be made to, or any waiver of any provision under, the Equity Commitment Letter if such amendment, replacement, supplement or other modification (i) would reduce the aggregate amount of the Debt net proceeds of the Equity Financing becomes unavailable (after giving effect to be funded at the Closing below the amount necessary to fund any other equity and/or debt financing that may then be available to cover such unavailable amount) on the terms and conditions (including any “flex” provisions) contemplated in the Debt Commitment Letter for any reason and such amount is required by Purchaser to consummate the transactions contemplated hereby and pay all related fees and expenses payments required to be paid made by Purchaser, in each case Purchaser at the Closing, Purchaser shall promptly notify Seller Group in writing and use its Reasonable Efforts Closing pursuant to arrange to obtain alternative financing from alternative or the same sources on terms not materially less favorable taken as a whole to Purchaser (as determined in good faith by Purchaser) than those contained in the Debt Commitment Letter in an amount, when added with Purchaser’s other financial resources, sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event (the “Alternative Financing”) and the provisions of this Section 4.10 shall be applicable to the Alternative Financing, and, for the purposes of this Agreement (other than Section 3.5including the Estimated Purchase Price), all references (ii) would add any new, or would amend, supplement or otherwise modify any of the conditions to the “Debt Financing” shall be deemed to include such Alternative Financing, all references funding of the Equity Financing as compared to the “Debt Commitment Letter,” or the “Fee Letter” shall include the applicable documents for the Alternative Financing and all references to “Debt Financing Sources” shall include the applicable parties providing any Alternative Financing. It is understood and agreed that in no event will the commercially reasonable efforts of Purchaser be deemed or construed to require the Purchaser to pay any fees materially in excess of those contemplated by the Debt Equity Commitment Letter or the Fee Letter (including “flex” provisions set forth therein) as in effect on the date of this Agreement, or agree (iii) would amend or modify Seller’s rights as a third-party beneficiary of the rights granted to Purchaser under the Equity Commitment Letter for the purpose of seeking specific performance of Purchaser’s right to cause the Equity Financing to be funded thereunder, or otherwise adversely impact the ability of Purchaser to enforce its rights against the other Persons party to the Equity Commitment Letter. (c) Prior to the Closing, in the event that Purchaser determines in its sole discretion to obtain bank debt or similar financing at the Closing for the purpose of financing the transactions contemplated hereby (“Debt Financing”), Seller shall use reasonable best efforts, and shall cause its applicable Subsidiaries to use reasonable best efforts, and each of them shall use their reasonable best efforts to cause their respective Subsidiaries engaged in the GES Business and each of their respective Representatives, to provide to Purchaser reasonable and customary cooperation that is reasonably requested by Purchaser in connection with arranging and obtaining the Debt Financing, including the following: (i) assisting in the preparation of definitive documentation with respect to such Debt Financing, including guarantee and collateral documents and customary certificates and other customary documents (including schedules to any “flex” provision less favorable to Purchaser than the “flex” provisions contained in the Fee Letter as in effect on the date of this Agreement (in either case, whether to secure waiver of any conditions contained therein or otherwise). Without limiting the generality of the foregoing) as Purchaser may reasonably request, and otherwise facilitating the obtaining of guarantees and pledging of collateral in connection with the Debt Financing as Purchaser shall promptly notify may reasonably request in writing; (ii) furnishing Purchaser at least three (3) Business Days prior to the Seller Group in writing (A) if Purchaser becomes aware of the existence of any material breach, default, repudiation, cancellation or termination Closing Date with all documentation and other information required by any party Governmental Entity with respect to the Debt Commitment LetterFinancing under applicable “know your customer” and anti-money laundering rules and regulations, in each case, that is reasonably requested by Purchaser at least ten (10) Business Days prior to the Closing Date; (iii) furnishing to Purchaser such financial and other pertinent information regarding the GES Business as may be reasonably requested by Purchaser to the extent required by the definitive documentation with respect to such Debt Financing and otherwise reasonably available and customary for such Debt Financing; (iv) participating in a reasonable number of meetings and presentations at mutually agreed upon locations (which shall be limited to teleconference or virtual meeting platforms) and during normal business hours and at mutually agreed upon times with prospective lenders and investors, due diligence sessions and sessions with the ratings agencies, in each case that would materially delay or prevent in connection with the Closing or result Debt Financing; and (v) to the extent required by the definitive documentation with respect to such Debt Financing, reasonably assisting Purchaser in insufficient financing for Purchaser to consummate the transactions contemplated hereby preparation of (A) customary bank information memoranda (including the delivery of customary authorization and pay all representation letters) and related fees and expenses required to be paid by Purchaserlender presentations, which in each case at shall exculpate Seller and its Subsidiaries and Affiliates with respect to any liability related to the Closingunauthorized use or misuse of the contents of such materials by the recipients thereof, (B) of the receipt by Purchaser of any written notice or other written communication from any Debt Financing Source with respect to any actual repudiation, cancellation or termination by any party to the Debt Commitment Letter or customary materials for rating agency presentations and (C) if Purchaser reasonably expects pro forma financial information and pro forma financial statements (it being understood that it will Purchaser, and not be able to obtain all Seller or any portion of its Subsidiaries, Affiliates or Representatives, is 82 responsible for the Debt Financing on preparation of such pro forma financial information and pro forma financial statements). (d) Notwithstanding anything in Section 5.15(c) or this Agreement to the terms contrary, the cooperation requested by Purchaser pursuant to Section 5.15(c) shall not (i) unreasonably interfere with the ongoing operations of Seller, any of its Subsidiaries or in the manner contemplated any of their respective Affiliates or Representatives, or (ii) require Seller, any of its Subsidiaries, any of their respective Affiliates or any of their respective Representatives to (A) pay any commitment or other similar fee or incur any other cost or expense unless subject to reimbursement by the Debt Commitment Letter (as such terms and conditions may be modified or adjusted Purchaser in accordance with the terms thereof and within the limits of the “flex” provisions therein) and such amount is required by Purchaser to consummate the transactions contemplated hereby and pay all related fees and expenses required to be paid by Purchaser, in each case at the Closing. As soon as reasonably practicable, Purchaser shall provide any information reasonably requested by Seller relating to any circumstance referred to in clause (ASection 5.15(e), (B) (1) execute, deliver or enter into, or perform any agreement, document or instrument (other than the customary authorization and representation letters contemplated above), including any definitive financing agreement, with respect to the Debt Financing, (2) have or incur any liability or obligation in connection with the Debt Financing, including under any agreement, document or instrument related to the Debt Financing or (3) take or commit to taking any action (including entering into any agreement and any corporate or comparable action), in each case, other than upon the Closing but solely with respect to NewCo Entities that will become obligors in respect of the Debt Financing, (C) provide any legal opinion or other opinion of the immediately preceding sentence. Purchaser shall not counsel or accountants’ comfort letters or any reliance letter, (without the prior written consent D) make any representation to Purchaser, any of the Seller Group) consent or agree to its Affiliates, any amendment, replacement, supplement or modification toDebt Financing Related Party, or any waiver other Person as a result of any provision undersuch cooperation, as to the Debt Commitment Letter solvency of Seller, any of its Subsidiaries, any of their respective Affiliates or any of their respective Representatives, or to deliver or require to be delivered any solvency or similar certificate; provided that, if such amendmentrequested by Purchaser, replacement, supplement, modification or waiver (w) decreases a continuing employee of the aggregate amount GES Business that is an officer of an obligor in respect of the Debt Financing (except to the extent there is a corresponding increase in an Alternative Financing or other financing) to an amount that would be less than an amount that would be required to consummate the transactions hereunder at the Closing or (xif any) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions shall deliver such a certificate in customary form with respect to the receipt of GES Business upon the Debt Financing in a manner Closing, (E) take any action that would reasonably be expected to subject any director, manager, officer, employee or other Representative of Seller, any of its Subsidiaries, any of their respective Affiliates or any of their respective Representatives to any actual or potential personal liability, (F) take any action that Seller reasonably determines in good faith could (1) jeopardize any attorney client privilege of (provided that Seller shall, and shall cause its controlled Affiliates to, use commercially reasonable efforts to provide the applicable information in a manner that will not jeopardize such privilege), (2) violate any certificate of incorporation or bylaws (or comparable documents) of, (3) violate any Law applicable to, (4) constitute a default or give rise to any right of termination, cancellation or acceleration of any right or obligation under any provision of any Contract or other instrument binding on, or (5) conflict with any confidentiality requirements applicable to (provided that Seller shall, and shall cause its controlled Affiliates to, use commercially reasonable efforts to provide the applicable information in a manner that will not conflict with such confidentiality requirements), Seller, any of its Subsidiaries, any of their respective Affiliates or any of their respective Representatives, (G) reimburse any expenses or provide any indemnities, (H) make any representation, warranty or certification that, in the good faith determination of Seller, is not true, (I) cause any condition to Closing to fail to be satisfied or otherwise result in a breach of this Agreement by Seller, (J) prepare or provide any audited financial statements related to the GES Business or (K) provide or prepare any financial or other information that is not readily available and customarily required for the arrangement of debt financings similar to such Debt Financing (and none of such financial or other information shall be required to be prepared in compliance with Regulation S-X). (e) Notwithstanding anything in Section 5.15(c) or this Agreement to the contrary, (i) materially delay Purchaser shall promptly reimburse Seller or prevent any of its Affiliates for all fees, costs and expenses (including attorneys’ fees) incurred by Seller, any of its Subsidiaries or any of their respective Affiliates in connection with any Debt Financing (including the cooperation contemplated by Section 5.15(c) (any such fees, costs or expenses (including attorneys’ fees) that are not so reimbursed as of immediately prior to the Closing, or the “Outstanding Financing Expenses”)), and (ii) make the funding Purchaser shall indemnify and hold harmless Seller, each of its Subsidiaries, each of their respective Affiliates and each of their respective Representatives from and against any portion of the Debt Financing (and all Losses suffered or satisfaction of any condition to obtaining any portion of incurred by them in connection with the Debt Financing, the arrangement thereof and/or any information utilized in connection therewith (including any Losses arising from or relating to the actions and/or cooperation contemplated by Section 5.15(c)). (f) materially less likely Subject to occur. Upon any amendmentSeller’s prior written consent in each instance, supplement or modification of the logos used by Seller in connection with the GES Business may be used in connection with the Debt Commitment LetterFinancing; provided that such logos may only be used solely in a manner that is not intended to, nor reasonably likely to, harm, disparage or otherwise place in a negative light or context Seller, any of its Subsidiaries or any of their respective Affiliates or Representatives. (g) Notwithstanding anything in this Agreement to the contrary, in no event shall the receipt by, or availability to, Purchaser shall provide a copy thereof to Seller Group and or any of its Affiliates of any funds or financing or any other financing transaction (including the term “Equity Financing or any Debt Financing” as used herein shall mean the Debt Financing as so amended, replaced, supplemented or modified. Notwithstanding the foregoing, compliance by Purchaser with this Section 4.10(b) shall not relieve Purchaser of its obligation be a condition to consummate the transactions contemplated by this Agreement whether or not the Debt Financing is available, and Purchaser acknowledges that this Agreement and the transactions contemplated hereby are not contingent on Purchaser’s ability obligations to obtain effect the Debt Financing (or any Alternative Financing) or any specific term with respect to such financingClosing.

Purchaser Financing. (a) Subject to the terms and conditions of this Agreement, the Purchaser shall use Reasonable Efforts its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange and consummate obtain or cause to be obtained the Debt Financing on or prior to the Closing Date on the terms and conditions described set forth in or contemplated by the Debt Commitment Letter and the Fee Letter, including using Reasonable Efforts to its reasonable best efforts to: (i) maintain in effect the Debt Commitment Letter until the funding of and comply with its obligations thereunder; (ii) negotiate and execute the Debt Financing at the Closing, (ii) satisfy (or obtain waivers to) on a timely basis all conditions to funding of the Debt Financing in the Debt Commitment Letter that are within Purchaser’s control, (iii) negotiate and enter into definitive agreements with respect thereto Documents on terms and conditions described contained in the Debt Commitment Letter (including any "flex" provisions related thereto); (iii) satisfy on a timely basis, or obtain a waiver of, the Financing Conditions that are within the Purchaser's control (but excluding any condition where the failure to be so satisfied is a direct result of the Company's failure to furnish information as required under Section 8.09 or the Company's or the Sellers' breach of any of their respective other obligations under this Agreement); (iv) subject to the exercise terms of any “flex” provisions contained therein) on the Debt Commitment Letter and upon the satisfaction of the Financing Conditions, enforce its rights to consummate the Debt Financing or prior to cause the Debt Financing Sources and the other persons committing to fund the Debt Financing to fund the Debt Financing at the Closing under the Debt Commitment Letter; and (ivv) upon satisfaction of the conditions set forth in the Debt Commitment Letter, to consummate the Debt Financing on at or prior to the Closing. To the extent requested by the Seller Group from time , including using its reasonable best efforts to time, Purchaser shall keep Seller informed on a reasonably current basis of the status of the Debt Financing. (b) In the event any portion of cause the Debt Financing becomes unavailable (after giving effect Sources and the other persons committing to any other equity and/or debt financing that may then be available to cover such unavailable amount) on the terms and conditions (including any “flex” provisions) contemplated in fund the Debt Commitment Letter for any reason and such amount is required by Purchaser Financing to consummate fund the transactions contemplated hereby and pay all related fees and expenses required to be paid by Purchaser, in each case Debt Financing at the Closing, . The Purchaser shall promptly notify Seller Group in writing and use its Reasonable Efforts to arrange to obtain alternative financing from alternative or the same sources on terms not materially less favorable taken as a whole to Purchaser (as determined in good faith by Purchaser) than those contained in the Debt Commitment Letter in an amount, when added with Purchaser’s other financial resources, sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event (the “Alternative Financing”) and the provisions of this Section 4.10 shall be applicable to the Alternative Financing, and, for the purposes of this Agreement (other than Section 3.5), all references to the “Debt Financing” shall be deemed to include such Alternative Financing, all references to the “Debt Commitment Letter,” or the “Fee Letter” shall include the applicable documents for the Alternative Financing and all references to “Debt Financing Sources” shall include the applicable parties providing any Alternative Financing. It is understood and agreed that in no event will the commercially reasonable efforts of Purchaser be deemed or construed to require the Purchaser to pay any fees materially in excess of those contemplated by the Debt Commitment Letter or the Fee Letter (including “flex” provisions set forth therein) as in effect on the date of this Agreement, permit or agree to any “flex” provision less favorable to Purchaser than the “flex” provisions contained in the Fee Letter as in effect on the date of this Agreement (in either casetermination, whether to secure waiver of any conditions contained therein amendment or otherwise). Without limiting the generality of the foregoing, Purchaser shall promptly notify the Seller Group in writing (A) if Purchaser becomes aware of the existence of any material breach, default, repudiation, cancellation or termination by any party to the Debt Commitment Letter, in each case that would materially delay or prevent the Closing or result in insufficient financing for Purchaser to consummate the transactions contemplated hereby and pay all related fees and expenses required modification to be paid by Purchaser, in each case at the Closing, (B) of the receipt by Purchaser of any written notice or other written communication from any Debt Financing Source with respect to any actual repudiation, cancellation or termination by any party to the Debt Commitment Letter or (C) if Purchaser reasonably expects that it will not be able to obtain all or any portion of the Debt Financing on the terms or in the manner contemplated by the Debt Commitment Letter (as such terms and conditions may be modified or adjusted in accordance with the terms thereof and within the limits of the “flex” provisions therein) and such amount is required by Purchaser to consummate the transactions contemplated hereby and pay all related fees and expenses required to be paid by Purchaser, in each case at the Closing. As soon as reasonably practicable, Purchaser shall provide any information reasonably requested by Seller relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence. Purchaser shall not (without the prior written consent of the Seller Group) consent or agree to any amendment, replacement, supplement or modification made to, or any waiver of any provision under, or any replacement of, any of the Debt Commitment Letter if such termination, amendment, replacementmodification, supplement, modification waiver or waiver replacement (wA) decreases reduces (or would have the effect of reducing) the aggregate amount of the Debt Financing (except including by increasing the amount of fees to be paid or original issue discount), unless the extent there is a corresponding increase representation and warranty set forth in an Alternative Financing or other financingSection 7.09(a) to an amount that would be less than an amount that would be required to consummate the transactions hereunder hereof (as though made at the Closing time of the effectuation of such termination, amendment, modification, waiver or replacement) shall remain true and correct; or (xB) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of Debt Financing, or otherwise expands, amends or modifies any other provision of the Debt Financing Commitment Letter in a manner that would reasonably be expected to (ix) materially delay or prevent the Closing, or (ii) make the funding of any portion of the Debt Financing (or satisfaction of any condition to obtaining any portion of the Debt FinancingFinancing Conditions that are in the Purchaser's control) materially less likely on the Closing Date or (y) adversely impact the ability of Purchaser to occur. Upon any amendment, supplement or modification of enforce its rights against other parties to the Debt Commitment Letter, Letter or the definitive agreements with respect thereto; provided that (i) the Purchaser shall provide a copy thereof not be deemed to Seller Group have violated this Section 9.07 if the Purchaser shall have (A) provided prior written notice to the Representative of any termination, amendment, modification, waiver or replacement it proposes to take or any other event, fact or circumstance that would be restricted by the foregoing provisions of this Section 9.07 and (B) demonstrated (to the term “Debt Financing” as used herein shall mean reasonable satisfaction of the Debt Representative) that it has other funds available to it (on conditions not materially less favorable in the aggregate to the Purchaser than the Financing as so amended, replaced, supplemented or modified. Notwithstanding the foregoing, compliance Conditions) that are sufficient to pay all amounts required to be paid by Purchaser pursuant to this Agreement and in connection with this Section 4.10(b) shall not relieve Purchaser of its obligation to consummate the transactions contemplated by this Agreement whether or not Agreement, and (ii) for the avoidance of doubt, neither the existence nor the exercise of any "flex" provision in the Debt Financing is availableCommitment Letter shall constitute a breach of this provision. Purchaser shall promptly deliver to the Representative copies of any such termination, amendment, modification, waiver or replacement. In no event shall the Purchaser have any liability for breach of its covenants or agreements in this Section 9.07 if the Closing occurs. (b) Promptly after request by the Representative, the Purchaser shall inform the Representative in reasonable detail of the status of its efforts to arrange and consummate the Debt Financing. Without limiting the generality of the foregoing, the Purchaser acknowledges shall give the Representative prompt notice if the Purchaser becomes aware of any breach, default, termination or repudiation by any party to the Debt Commitment Letter that this Agreement could reasonably result in Purchaser not receiving the financing under the Debt Commitment Letter on the Closing Date. As soon as reasonably practicable after such notice and the transactions contemplated hereby are not contingent on Purchaser’s ability date the Representative delivers the Purchaser a written request, the Purchaser shall provide information reasonably requested by the Representative relating to obtain the Debt Financing (or any Alternative Financing) or any specific term with respect circumstances referred to such financingabove.

Purchaser Financing. (a) Purchaser acknowledges and agrees that obtaining financing is not a condition to any of its obligations under this Agreement. For the avoidance of doubt, if any financing, including the Debt Financing or any Alternative Financing is not obtained for any reason and the conditions set forth in Section 7.2 are otherwise satisfied (or waived by Purchaser), Purchaser shall continue to be obligated to consummate the transactions contemplated by this Agreement, subject to the terms of this Agreement (including Section 9.2(d)). (b) Purchaser shall use Reasonable Efforts commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, as promptly as reasonably practicable (giving effect to the timing of the Marketing Period), all things necessary or advisable to arrange and consummate the Debt Financing or consummate alternative financing transactions or asset sales generating net cash proceeds sufficient, when taken together with Other Sources, to fund the Funding Requirements on or prior to the terms Closing Date. In furtherance of and conditions described not in or contemplated by limitation of the Debt Commitment Letterforegoing, including using Reasonable Efforts to Purchaser shall use commercially reasonable efforts to: (i) maintain in effect the Debt Commitment Letter until the funding of the Debt Financing at the Closingsatisfy, (ii) satisfy (or obtain waivers to) cause to be satisfied, on a timely basis all conditions to funding of Purchaser obtaining the Debt Financing in set forth therein (including the payment of any fees required as a condition to the Debt Commitment Letter that are within Purchaser’s control, Financing and the exercise of any economic “flex” provisions as provided in and pursuant to the terms of the Fee Letter); (iiiii) negotiate and enter into definitive agreements with respect thereto to the Debt Financing on the terms (unless otherwise acceptable to Purchaser) and conditions described in contemplated by the Debt Commitment Letter (subject to the exercise of including any related economic “flex” provisions contained thereinprovisions) or on or prior other terms (not related to conditionality) that are (A) reasonably acceptable to the Closing Debt Financing Sources and (ivB) upon satisfaction of in the conditions set forth aggregate not materially less favorable, taken as a whole, to Purchaser, so that the agreements are in effect no later than the Closing Date; and (iii) maintain in effect the Debt Commitment LetterLetter and (from and when executed) the other Debt Documents through the consummation of the Closing. (c) Purchaser shall promptly notify the Sellers in writing (A) of any material breach or default (or any event or circumstance that, consummate with or without notice, lapse of time or both, would reasonably be expected to result in a material breach or default) by any party to the Debt Commitment Letter or other Debt Document of which Purchaser becomes aware, (B) if and when Purchaser becomes aware that any portion of the Debt Financing on or prior contemplated by the Debt Commitment Letter may not be available for the Funding Requirements, to the extent such unavailability would reasonably be expected to prevent, or materially delay, impede or impair the Closing. To the extent requested by the Seller Group from time to time, Purchaser shall keep Seller informed on a reasonably current basis (C) of the status receipt of any written notice or other written communication from any Person with respect to any (i) actual material breach, default, termination or repudiation by any party to the Debt Commitment Letter or other Debt Document or (ii) material dispute or disagreement between or among any parties to the Debt Commitment Letter or other Debt Document (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Debt Financing. Financing or Debt Documents) and (bD) In of any expiration or termination of the event Debt Commitment Letter or other Debt Document. If any material portion of the Debt Financing becomes unavailable (after giving effect to any other equity and/or debt financing that may then be available to cover such unavailable amount) on the terms and conditions (including any “flex” provisions) contemplated in the Debt Commitment Letter for any reason and such amount is required by Purchaser to consummate the transactions contemplated hereby and pay all related fees and expenses required to be paid by Purchaser, in each case at the Closing(after taking into account economic “flex” terms), Purchaser shall promptly notify Seller Group in writing and use its Reasonable Efforts reasonable best efforts to arrange to and obtain alternative financing for any such unavailable portion from alternative or the same or alternative sources on terms not materially less favorable (“Alternative Financing”), in an amount that is sufficient, when taken as a whole to Purchaser (as determined in good faith by Purchaser) than those contained in together with Other Sources and the available portion of the Debt Commitment Letter in an amountFinancing, when added with Purchaser’s other financial resources, sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following and to pay the occurrence of such event (the “Alternative Financing”) Funding Requirements and the provisions of this Section 4.10 6.9 shall be applicable to the Alternative Financing, and, for the purposes of Section 6.20 and this Agreement (other than Section 3.5)6.9, all references to the “Debt Financing” Financing shall be deemed to include such Alternative Financing, Financing and all references to the “Debt Commitment Letter,” Letter or the “Fee Letter” other Debt Documents shall include the applicable documents for the Alternative Financing and all references to “Debt Financing Sources” shall include the applicable parties providing any Alternative Financing. It is understood and agreed that Purchaser shall (1) comply in no event will the commercially reasonable efforts of Purchaser be deemed or construed to require the Purchaser to pay any fees materially in excess of those contemplated by all material respects with the Debt Commitment Letter or the Fee Letter and each definitive agreement with respect thereto (including “flex” provisions set forth therein) as in effect on the date of this Agreementcollectively, or agree to any “flex” provision less favorable to Purchaser than the “flex” provisions contained in the Fee Letter as in effect on the date of this Agreement (in either case, whether to secure waiver of any conditions contained therein or otherwise). Without limiting the generality of the foregoing, Purchaser shall promptly notify the Seller Group in writing (A) if Purchaser becomes aware of the existence of any material breach, default, repudiation, cancellation or termination by any party to with the Debt Commitment Letter, the “Debt Documents”), and (2) not permit, without the prior written consent of the Sellers, any material amendment or modification to be made to, or any termination, rescission or withdrawal of, or any material waiver of any provision or remedy under, the Debt Commitment Letter (including the Fee Letter) or other Debt Document, in each case case, that (individually or in the aggregate with any other amendments, modifications or waivers) would materially delay reasonably be expected to (x) reduce the aggregate amount of the Debt Financing thereunder (including by changing the amount of fees to be paid or prevent original issue discount thereof) to an amount less than the Closing or result in insufficient financing amount required for Purchaser to consummate the transactions contemplated hereby and pay all related fees and expenses required to be paid by Purchaser, in each case at the Closing, (B) of the receipt by Purchaser of any written notice or other written communication from any Debt Financing Source with respect to any actual repudiation, cancellation or termination by any party to the Debt Commitment Letter or (C) if Purchaser reasonably expects that it will not be able to obtain all or any portion of the Debt Financing on the terms or in the manner contemplated by the Debt Commitment Letter (as such terms and conditions may be modified or adjusted in accordance with the terms thereof and within the limits of the “flex” provisions therein) and such amount is required by Purchaser to consummate the transactions contemplated hereby and pay all related fees and expenses required to be paid by Purchaser, in each case at the Closing. As soon as reasonably practicable, Purchaser shall provide any information reasonably requested by Seller relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence. Purchaser shall not (without the prior written consent of the Seller Group) consent or agree to any amendment, replacement, supplement or modification to, or any waiver of any provision under, the Debt Commitment Letter if such amendment, replacement, supplement, modification or waiver (w) decreases the aggregate amount of the Debt Financing (except to the extent there is a corresponding increase in an Alternative Financing or other financing) to an amount that would be less than an amount that would be required to consummate the transactions hereunder at the Closing or (xy) imposes impose any new or additional conditions condition, or otherwise expandsamend, amends modify or modifies expand any of the conditions condition, to the receipt of any portion of the Debt Financing in a manner that would reasonably be expected to (i) materially delay or prevent the Closing, Closing Date or (ii) make adversely impact the funding ability of Purchaser to enforce its rights against any portion of the Debt Financing (or satisfaction of any condition other party to obtaining any portion of the Debt Financing) materially less likely to occur. Upon any amendment, supplement or modification of the Debt Commitment Letter, Letter or other Debt Document or the ability of Purchaser shall provide a copy thereof to Seller Group and the term “Debt Financing” as used herein shall mean the Debt Financing as so amended, replaced, supplemented or modified. Notwithstanding the foregoing, compliance by Purchaser with this Section 4.10(b) shall not relieve Purchaser of its obligation to consummate the transactions contemplated by hereby at the Closing; provided, that notwithstanding anything to the contrary herein, no consent from the Sellers or any other party hereto shall be required for (1) any amendment, restatement, amendment and restatement, replacement, supplement, or other modification of, or waiver or consent under the Debt Commitment Letter that is limited to adding lenders, lead arrangers, bookrunners, syndication agents, or similar entities that have not executed the Debt Commitment Letter as of the date of this Agreement whether (including in replacement of a Debt Financing Source thereunder) or not (2) implementation or exercise of any economic “flex” provision. (d) Purchaser shall jointly and severally indemnify, defend and hold harmless the Company Group Members, their respective pre-Closing directors, officers, employees and Representatives and the Seller Group, from and against any and all Damages, liabilities or losses suffered or incurred by them in connection with Sellers’ and the Company Group’s obligations under Section 6.20 and any information utilized in connection therewith or in connection with the Debt Financing is availableFinancing, and Purchaser acknowledges that this Agreement and the transactions contemplated hereby are not contingent on Purchaser’s ability to obtain the Debt Financing (or any Alternative Financing) or any specific term other than with respect to any actions of a Seller or any Company Group Member that constitute actual and intentional fraud in the performance of their obligations under Section 6.20 (i) for which any of the individuals identified in the definition of “knowledge of Sellers” or “knowledge of the Companies” had Knowledge and (ii) as determined by a court of competent jurisdiction in a final and non-appealable judgment and, in the event of such financingdetermination with respect to a Person, such Person being obligated to reimburse Purchaser for amounts expended by Purchaser in connection with the defense of such Person. Purchaser shall promptly, within 30 days of written request by S▇▇▇▇▇▇, reimburse Sellers or any Company Group Members for all reasonable and documented out-of-pocket costs (including reasonable and documented attorneys’ of one firm of outside counsel fees and ratings agencies’ fees) incurred by such Seller or Company Group Member in connection with the cooperation described in Section 6.20 and, to the extent Purchaser does not reimburse the Company or such applicable Subsidiary for any such costs or expenses on or prior to the Closing Date, the Company Group shall be deemed to have a Working Capital Asset as of the Effective Time in the amount of such unreimbursed costs and expenses, which shall be taken into account in the calculation of Effective Time Working Capital.