Common use of Financing Arrangements Clause in Contracts

Financing Arrangements. (a) Parent and Acquiror shall use all reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange the Financing on the terms and conditions described in the Commitment Letter, including using all reasonable efforts to (i) satisfy on a timely basis all conditions applicable to Parent and Acquiror to obtaining the Financing set forth therein, (ii) prior to the last day of the Marketing Period, negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Letter (including any related flex provisions) or on other terms in the aggregate not materially less favorable to Parent and in no event less favorable as to pricing and other economic terms (as determined in the good faith reasonable judgment of Parent), (iii) timely prepare the necessary offering circulars, private placement memoranda, or other offering documents or marketing materials with respect to the Financing, (iv) commence the syndication activities contemplated by the Commitment Letter within seven (7) days following the Initiation Date and (v) consummate the Financing at or prior to Closing. Parent shall give the Company prompt notice (A) of any material breach by any party of the Commitment Letter of which Parent or Acquiror becomes aware, (B) if and when Parent or Acquiror becomes aware that any portion of the financing contemplated by the Commitment Letter will not be available to consummate the transactions contemplated by this Agreement and (C) of any termination of the Commitment Letter. Parent and Acquiror shall keep the Company informed on a reasonably current basis in reasonable detail of the status of their efforts to arrange the Financing or Alternative Financing and provide to the Company copies of executed copies of the definitive documents related to the Financing or Alternative Financing (excluding any fee letters, engagement letters or other agreements that are confidential by their terms). If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter, Parent and Acquiror shall use all reasonable efforts to arrange to obtain alternative financing, including from alternative sources, on terms not materially less favorable to Parent in the aggregate and in no event less favorable as to pricing and other economic terms (as determined in the good faith reasonable judgment of Parent) than the Financing contemplated by the Commitment Letter (“Alternative Financing”) as promptly as practicable following the occurrence of such event and the foregoing clauses (i) through (v) shall be applicable to the Alternative Financing. Parent and Acquiror shall (1) comply in all material respects with the Commitment Letter, (2) enforce in all material respects their rights under the Commitment Letter and (3) not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Commitment Letter or the fee letter referred to in the Commitment Letter without the prior written consent of the Company. Parent and Acquiror shall provide notice to the Company promptly upon receiving the Financing or, if applicable, the Alternative Financing.

Financing Arrangements. (a) Holding and Parent and Acquiror shall each hereby agree to use all commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange obtain the Financing on the terms and conditions described set forth in the Commitment LetterCredit Agreement Amendment, including using all reasonable efforts to (i) satisfy on a timely basis all conditions applicable to Parent the Purchase Agreement and Acquiror to obtaining the Escrow Agreement and the Additional Financing set forth therein, (ii) prior to the last day of the Marketing Period, negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Letter (including any related flex provisions) or on other terms set forth in the aggregate not materially less favorable to Parent and in no event less favorable as to pricing and other economic terms (as determined in the good faith reasonable judgment of Parent), (iii) timely prepare the necessary offering circulars, private placement memoranda, or other offering documents or marketing materials with respect to the Financing, (iv) commence the syndication activities contemplated by the Commitment Letter within seven (7) days following the Initiation Date and (v) consummate the Financing at or prior to Closing. Parent shall give the Company prompt notice (A) of any material breach by any party of the Commitment Letter of which Parent or Acquiror becomes aware, (B) if and when Parent or Acquiror becomes aware that any portion of the financing contemplated by the Commitment Letter will not be available to consummate the transactions contemplated by this Amended Subscription Agreement and (C) of any termination of the Xxxx Strategic Commitment Letter. Holding and Parent and Acquiror shall will keep the Company informed on a reasonably current basis in reasonable detail of on the status of their efforts to arrange obtain the Financing or Alternative and the Additional Financing and provide shall not permit any amendment or modification that is adverse to the Company copies of executed copies of the definitive documents related to the Financing or Alternative Financing (excluding any fee letters, engagement letters or other agreements that are confidential by their terms). If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter, Parent and Acquiror shall use all reasonable efforts to arrange to obtain alternative financing, including from alternative sources, on terms not materially less favorable to Parent in the aggregate and in no event less favorable as to pricing and other economic terms (as determined in the good faith reasonable judgment of Parent) than the Financing contemplated by the Commitment Letter (“Alternative Financing”) as promptly as practicable following the occurrence of such event and the foregoing clauses (i) through (v) shall be applicable to the Alternative Financing. Parent and Acquiror shall (1) comply in all material respects with the Commitment Letter, (2) enforce in all material respects their rights under the Commitment Letter and (3) not permit any material amendment or modification to be made to, or any waiver that is adverse to the Company of any material provision or remedy under, the Commitment Letter Credit Agreement Amendment, the Purchase Agreement, the Escrow Agreement, the Amended Subscription Agreement or the fee letter referred to in the Xxxx Strategic Commitment Letter without the prior written consent of the Company. The Company hereby consents to each of the following: (i) the amendments to the Original Subscription Agreement reflected in the Amended Subscription Agreement, as of the date hereof, (ii) the replacement of the Old Xxxx Strategic Commitment Letter (which shall be null and void and of no further force and effect) by the Xxxx Strategic Commitment Letter as of the date hereof, (iii) the Escrow Agreement, and (iv) the Commitment Termination Agreement, dated as of May 22, 2003, between Parent and Acquiror shall provide notice Credit Suisse First Boston, terminating the commitment letter, dated February 17, 2003, between Credit Suisse First Boston, acting through its Cayman Island Branch, and Parent. Holding and Parent will be under no obligation under any circumstances to obtain more than $100.0 million (plus the Company promptly upon receiving amount, if any, required by the Xxxx Strategic Commitment Letter) of equity financing for the Merger and related matters. In the event that Holding or Parent is unable to obtain the Financing oror the Additional Financing, if applicableHolding and Parent shall use commercially reasonable efforts to obtain alternative financing with overall pricing, cost, timing and maturity terms that are no less favorable, and other terms that are no less favorable in any material respect, to Holding and Parent than those contained in the Credit Agreement Amendment, the Alternative FinancingPurchase Agreement and the Escrow Agreement or the Amended Subscription Agreement and Xxxx Strategic Commitment Letter, as the case may be.

Financing Arrangements. Underwriting Letter SNC-Lavalin has executed the Underwriting Letter with RBC Dominion Securities Inc., TD Securities and BMO Capital Markets as co-lead underwriters (athe "Co-Lead Underwriters") Parent pursuant to which SNC-Lavalin has agreed to sell and Acquiror shall use all reasonable efforts the Co-Lead Underwriters have agreed to takebuy, on a bought deal basis, 15,550,000 subscription receipts of SNC-Lavalin from treasury at a price (the "Underwriting Price") of C$51.45 per subscription receipt in consideration of gross proceeds of C$800 million (the "Offering"). In addition, the Co-Lead Underwriters will be granted an over-allotment option, exercisable in whole or cause in part, at the Underwriting Price for a period of 30 days from the closing date of the Offering, for additional gross proceeds of up to be taken, all actions and do, or cause C$80 million. Pursuant to be done, all things necessary, proper or advisable to arrange the Financing on the terms and conditions described in the Commitment Underwriting Letter, SNC-Lavalin has undertaken to file, within 2 business days of the signature of the Underwriting Letter, a prospectus supplement in each province of Canada to qualify the subscription receipts issuable pursuant to the Offering (including using all reasonable efforts pursuant to the exercise of the over-allotment option) and to enter into an underwriting agreement (ithe "Underwriting Agreement") satisfy on a timely basis all conditions applicable to Parent and Acquiror to obtaining with the Financing set forth therein, (ii) Co-Lead Underwriters in respect of the Offering immediately prior to the last day filing of the Marketing Period, negotiate and enter into definitive agreements with respect thereto prospectus supplement. The completion of the Offering is conditional on the terms concurrent closing of the Private Placement. The proceeds of the Offering will be used to fund in part the cash consideration payable by SNC- Lavalin Bidco and will be made available to it by way of an inter-company loan. Further details relating to the Underwriting Agreement will be set out in the Scheme Document. Private Placement On the date of this Announcement, SNC-Lavalin has entered into a subscription agreement with CDPQ (“Subscription Agreement”) pursuant to which CDPQ will purchase, on a private placement basis, 7,775,000 subscription receipts of SNC-Lavalin at a price of C$51.45 per subscription receipt, in consideration of gross proceeds to SNC-Lavalin of C$400 million (“Private Placement Proceeds”) on the closing of the Offering. Completion of the Private Placement is subject to a number of conditions contemplated set out in the Subscription Agreement. The subscription receipts to be issued pursuant to the Private Placement will not be qualified by the Commitment Letter (including any related flex provisions) or on other terms prospectus supplement to be filed by SNC-Lavalin in connection with the Offering. The Private Placement Proceeds will be used to fund in part the cash consideration payable by SNC- Lavalin Bidco and will be made available to it by way of an inter-company loan. CDPQ Loan Agreement Under the CDPQ Loan Agreement, CDPQ RF will provide a seven year limited recourse non-revolving term loan in the aggregate not materially less favorable maximum amount of C$1.5 billion (the “CDPQ Facility”) to Parent SNC-Lavalin Highway Holdings. The CDPQ Facility will be used to fund in part the cash consideration payable by SNC- Lavalin Bidco and will be made available to it by way of an inter-company loan. Term Loan Agreement Under the Term Loan Agreement, the lenders will provide a £300 million unsecured term loan facility with staggered maturities (the "Term Loan Facility") to SNC-Lavalin. The Term Loan Facility will be used to fund in no event less favorable as part the cash consideration payable by SNC-Lavalin Bidco and will be made available to pricing it by way of an inter-company loan. Syndicated Credit Facility SNC-Lavalin will draw down approximately £350 million under its existing C$4.25 billion Syndicated Credit Facility backstopped by a £400 million unsecured bridge credit facility with a syndicate of North American banks (see Bridge Facility Agreement) to fund in part the cash consideration payable by SNC-Lavalin Bidco and other economic terms such funds will be made available to it by way of an inter-company loan. Bought Deal Bridge Loan Agreement A C$800 million facility (as determined in the good faith reasonable judgment “Bought Deal Bridge Facility”) is being made available to SNC-Lavalin by entering, on the date of Parentthis Announcement, into a bridge facility agreement with a syndicate of NorthAmerican banks (the “Bought Deal Bridge Facility Agreement”), (iii) timely prepare . The Bought Deal Bridge Facility will be used to back-stop the necessary offering circulars, private placement memoranda, or other offering documents or marketing materials with respect to the Financing, (iv) commence the syndication activities contemplated by the Commitment Letter within seven (7) days following the Initiation Date and (v) consummate the Financing at or prior to Closing. Parent shall give the Company prompt notice (A) of any material breach by any party of the Commitment Letter of which Parent or Acquiror becomes aware, (B) if and when Parent or Acquiror becomes aware that any portion of the financing contemplated by cash consideration payable in connection with the Commitment Letter will not Acquisition that is expected to come from the proceeds of the Offering. The Bought Deal Bridge Facility is automatically cancelled where there are no drawings made under the Bought Deal Bridge Facility for a specified period, at the end of such period. If SNC-Lavalin draws down under the Bought Deal Bridge Facility, it must apply any proceeds from the Offering to prepay all amounts outstanding. In addition, any proceeds from any other equity and/or debt issues of SNC- Lavalin (other than from the Private Placement) must also be applied towards the Bought Deal Bridge Facility and the Private Placement Bridge Loan Facility, on a pro rata basis. Private Placement Bridge Loan Agreement A C$400 million facility (the “Private Placement Bridge Loan Facility”) is being made available to consummate SNC-Lavalin by entering, on the transactions contemplated by date of this Agreement and Announcement, into a bridge facility agreement with CDPQ RF as lender (C) of any termination of the Commitment Letter. Parent and Acquiror shall keep the Company informed on a reasonably current basis in reasonable detail of the status of their efforts to arrange the Financing or Alternative Financing and provide to the Company copies of executed copies of the definitive documents related to the Financing or Alternative Financing (excluding any fee letters, engagement letters or other agreements that are confidential by their terms“Private Placement Bridge Loan Agreement”). If any The Private Placement Bridge Loan Facility will be used to back-stop the portion of the Financing becomes unavailable cash consideration payable in connection with the Acquisition that is expected to come from the proceeds of the Private Placement Proceeds. The Private Placement Bridge Loan Facility is automatically cancelled where there are no drawings made under the Private Placement Bridge Loan Facility for a specified period, at the end of such period. If SNC-Lavalin draws down under the Private Placement Bridge Loan Facility, it must apply any proceeds from the Private Placement to prepay all amounts outstanding under the Private Placement Bridge Loan Facility. In addition, any proceeds from any other equity and/or debt issues of SNC-Lavalin (other than from the Offering) must also be applied towards the Bought Deal Bridge Facility and the Private Placement Bridge Loan Facility, on a pro rata basis. Bridge Facility Agreement A £400 million revolving bridge facility (the "Bridge Facility") is being made available to SNC-Lavalin by entering, on the terms date of this Announcement, into a bridge facility agreement with a syndicate of North American banks (the “Bridge Facility Agreement”). SNC-Lavalin is required to reserve a £400 million availability under its existing Syndicated Credit Facility (“Sub-Limit”) during the Certain Funds Period, and conditions contemplated if SNC-Lavalin makes any drawings under this Sub-Limit for the purpose of the Acquisition, then the Bridge Facility shall be cancelled, or in the Commitment Lettercase where drawings have already been made under the Bridge Facility, Parent and Acquiror SNC-Lavalin must use the proceeds drawn from the Sub-Limit to prepay all outstanding amounts under the Bridge Facility. If there are no drawings made under the Bridge Facility for a specified period, then the Bridge Facility shall use all reasonable efforts to arrange to obtain alternative financingbe cancelled automatically. All of the above elements of the Acquisition financing plan, including from alternative sources, on terms not materially less favorable to Parent in the aggregate and in no event less favorable as to pricing and other economic terms (as determined in the good faith reasonable judgment of Parent) than the Financing contemplated by the Commitment Letter (“Alternative Financing”) as promptly as practicable following the occurrence of such event and the foregoing clauses (i) through (v) shall be applicable to the Alternative Financing. Parent and Acquiror shall (1) comply in all material respects with the Commitment Letter, (2) enforce in all material respects their rights under the Commitment Letter and (3) not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Commitment Letter or the fee letter referred to in the Commitment Letter without the prior written consent limited recourse nature of the CompanyCDPQ Loan Agreement, have been structured with a view to preserving SNC-Lavalin’s investment grade rating. Parent and Acquiror shall provide notice to Appendix 5 Definitions The following definitions apply throughout this Announcement unless the Company promptly upon receiving the Financing orcontext requires otherwise. "£", if applicable“GBP”, the Alternative Financing."Sterling" or "xxxxx" "Acquisition"

Financing Arrangements. (a) Parent has delivered to the Company a true and complete fully executed copy of the commitment letter, dated as of the date hereof, among Parent and Acquiror shall use the other parties named therein, including all reasonable efforts exhibits, schedules, annexes and amendments to takesuch letter in effect as of the date of this Agreement (the “Commitment Letter”), or cause pursuant to be taken, all actions which and do, or cause subject to be done, all things necessary, proper or advisable to arrange the Financing on the terms and conditions described thereof each of the Financing Parties have severally committed to lend the amounts set forth in the Commitment Letter to Parent (the “Financing”) for the purposes set forth in the Commitment Letter. The Commitment Letter has not been amended, including using all reasonable efforts restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect prior to the execution and delivery of this Agreement. As of the execution and delivery of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Parent and, to Parent’s Knowledge, the Financing Parties, in each case as may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Applicable Laws affecting or relating to creditors’ rights generally (whether now or hereafter in effect) and general principles of equity. There are no conditions precedent or contingencies related to the obligations of the Financing Parties to fund the full amount of the Financing pursuant to the Commitment Letter, other than as expressly set forth in the Commitment Letter. As of the date of this Agreement (x) no event has occurred which would constitute a material breach or default (or an event which with notice or lapse of time or both would constitute a default) on the part of Parent under the Commitment Letter or, to Parent’s Knowledge, any other party to the Commitment Letter and (y) (i) satisfy on a timely basis all assuming the satisfaction of the conditions applicable to Parent and Acquiror to obtaining the Financing set forth therein, in Section 9.01 and Section 9.02 and (ii) prior the satisfaction by the Company of its obligations under Section 8.01(c), Parent does not have any reason to believe that any of the conditions to the last day Financing will not be satisfied or that the full amount of the Marketing Period, negotiate and enter into definitive agreements Financing will not be available to Parent at the Closing. Except for fee letters with respect thereto on the terms to fees and conditions contemplated by the Commitment Letter (including any related flex provisions) or on other terms in the aggregate not materially less favorable to Parent and in no event less favorable as to pricing and other economic terms (as determined in the good faith reasonable judgment of Parent), (iii) timely prepare the necessary offering circulars, private placement memoranda, or other offering documents or marketing materials arrangements with respect to the Financing, of which Parent has delivered a true and complete copy to the Company prior to the date hereof (iv) commence other than with respect to redacted fee information, but which fee information does not relate to the syndication activities amounts, conditionality of, or contain any conditions precedent to, the funding of the Financing), and as of the date hereof there are no side letters or other agreements, contracts or arrangements (except for any agreements entered into after the date of this Agreement that are expressly contemplated by the Commitment Letter within seven (7Letter) days following the Initiation Date and (v) consummate the Financing at or prior to Closing. Parent shall give the Company prompt notice (A) of any material breach by any party of the Commitment Letter of which Parent or Acquiror becomes aware, (B) if and when Parent or Acquiror becomes aware that any portion of the financing contemplated by the Commitment Letter will not be available to consummate the transactions contemplated by this Agreement and (C) of any termination of the Commitment Letter. Parent and Acquiror shall keep the Company informed on a reasonably current basis in reasonable detail of the status of their efforts to arrange the Financing or Alternative Financing and provide to the Company copies of executed copies of the definitive documents related to the Financing Financing, or Alternative Financing (excluding any fee letters, engagement letters or other agreements that are confidential by their terms). If any portion the funding of the Financing becomes unavailable on full amount of the terms and conditions contemplated Financing, other than as expressly set forth in the Commitment Letter, Parent and Acquiror shall use all reasonable efforts to arrange to obtain alternative financing, including from alternative sources, on terms not materially less favorable to Parent in the aggregate and in no event less favorable as to pricing and other economic terms (as determined in the good faith reasonable judgment of Parent) than the Financing contemplated by the Commitment Letter (“Alternative Financing”) as promptly as practicable following the occurrence of such event and the foregoing clauses (i) through (v) shall be applicable to the Alternative Financing. Parent and Acquiror shall (1) comply in all material respects with the Commitment Letter, (2) enforce in all material respects their rights under the Commitment Letter and (3) not permit any material amendment delivered to the Company prior to the date hereof. Parent has fully paid or modification will pay when due all commitment fees or other fees required to be made to, or any waiver of any material provision or remedy under, paid in connection with the Commitment Letter or and the fee letter referred to in the Commitment Letter without the prior written consent of the Company. Parent and Acquiror shall provide notice to the Company promptly upon receiving the Financing or, if applicable, the Alternative Financing.

Financing Arrangements. (a) Except to the extent Parent and Acquiror shall use all reasonable efforts to take(or an Affiliate of Parent) has completed a debt securities financing, bank loan financing or other debt financing in lieu of, or cause whose net cash proceeds fully replace amounts that were to be takenprovided under the Bridge Financing as contemplated by and pursuant to the Commitment Letter and the other letters related thereto (such an offering, all actions and doa “Debt Offering”), or cause subject to be done, all things necessary, proper or advisable to arrange the Financing on the terms and conditions described in the Commitment Letterof this Agreement, including using all Parent shall use its reasonable best efforts to (i) satisfy on a timely basis all conditions applicable to Parent obtain and Acquiror to obtaining effectuate the Financing set forth therein, (ii) prior to the last day of the Marketing Period, negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Letter (including any related flex provisions) or on other terms in the aggregate not materially less favorable to Parent and in no event less favorable as to pricing and other economic terms (as determined in the good faith reasonable judgment of Parent), (iii) timely prepare the necessary offering circulars, private placement memoranda, or other offering documents or marketing materials with respect to the Financing, (iv) commence the syndication activities contemplated by the Commitment Letter within seven (7) days following the Initiation Date and (v) consummate the Financing at or prior to Closing. Parent shall give the Company prompt notice (A) of any material breach by any party of the Commitment Letter of which Parent or Acquiror becomes aware, (B) if and when Parent or Acquiror becomes aware that any portion of the financing contemplated by the Commitment Letter will not be available to consummate the transactions contemplated by this Agreement and (C) of any termination of the Commitment Letter. Parent and Acquiror shall keep the Company informed on a reasonably current basis in reasonable detail of the status of their efforts to arrange the Financing or Alternative Financing and provide to the Company copies of executed copies of the definitive documents related to the Financing or Alternative Financing (excluding any fee letters, engagement letters or other agreements that are confidential by their terms). If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter, Parent and Acquiror shall use all reasonable efforts to arrange to obtain alternative financing, including from alternative sources, on terms not materially less favorable to Parent in the aggregate and in no event less favorable as to pricing and other economic terms (as determined in the good faith reasonable judgment of Parent) than the Bridge Financing contemplated by the Commitment Letter on the terms set forth therein (“Alternative Financing”including, without limitation, any impact on such terms of provisions existing in the Fee Letter (as defined in the Commitment Letter)). Except to the extent Parent (or an Affiliate of Parent) has completed a Debt Offering, Parent agrees to notify the Company as promptly soon as reasonably practicable following if, at any time prior to the occurrence of such event and the foregoing clauses Closing Date, (i) through the Commitment Letter shall expire or be terminated for any reason, (vii) shall be applicable any financing source that is a party to the Alternative Financing. Commitment Letter notifies Parent and Acquiror shall that such source no longer intends to provide financing to Parent or (1iii) comply for any reason Parent no longer believes in all material respects with good faith that it will be able to obtain any of the Bridge Financing substantially on the terms described in the Commitment Letter. Other than in connection with a Debt Offering, (2) enforce in all material respects their rights under Parent shall not, nor shall it permit any of its subsidiaries or Affiliates to, without the prior written consent of the Company, take any action or enter into any transaction, including, without limitation, any merger, acquisition, joint venture, disposition, lease, contract or debt or equity financing that would reasonably be expected to materially impair, delay or prevent the Bridge Financing contemplated by the Commitment Letter and (3) not permit any material amendment Letter. Other than in connection with a Debt Offering, neither Parent nor Merger Sub shall amend or modification to be made toalter, or any waiver of any material provision agree to amend or remedy underalter, the Commitment Letter in any manner that would materially impair, delay or prevent the fee letter referred to in the Commitment Letter Closing without the prior written consent of the Company. Parent and Acquiror shall provide notice Notwithstanding any provision of this Agreement to the Company promptly upon receiving contrary, in no event shall Parent or Merger Sub be required to consummate the Financing or, if applicable, Closing prior to the Alternative Financingearlier of (i) the third Business Day immediately following consummation of a Debt Offering and (ii) the Outside Date.

Financing Arrangements. True, correct and complete copies of the Purchaser Commitment Letters have been provided to the Vendor. Each Purchaser Commitment Letter is valid and in full force and effect. The obligations of the Lenders to fund the commitments under the Purchaser Commitment Letters are not subject to any conditions precedent or other contingencies related to the funding of the full amount of the Purchaser Debt Financing, other than as expressly set forth in the Purchaser Commitment Letters. Excerpts of those portions, if any, of each executed fee letter associated with the Purchaser Debt Financing that contain any conditions to the funding of the Purchaser Debt Financing, have been provided to the Vendor. The Purchaser represents and warrants that (aother than the excerpted portion of the fee letters referred to in the immediately preceding sentence) Parent and Acquiror shall use all reasonable efforts there are no side letters or agreements to takewhich Purchaser is a party related to the funding or investing, as applicable, of the Purchaser Debt Financing that could reasonably be expected to adversely affect the availability of the Purchaser Debt Financing other than as expressly set forth in the Purchaser Commitment Letters delivered to the Vendor on or cause prior to the date of the Agreement. The Purchaser has fully paid or caused to be taken, paid any and all actions and do, commitment fees or cause other fees required by the Purchaser Commitment Letters to be done, all things necessary, proper or advisable to arrange paid as of the Financing on date of the terms and conditions described in Agreement. The aggregate proceeds contemplated by the Purchaser Commitment Letter, including using all reasonable efforts to Letters will be sufficient: (i) satisfy on a timely basis to pay the aggregate Purchase Price for all conditions applicable of the Purchased Shares and the amounts required to Parent be paid under Article 3 of the Agreement; and Acquiror to obtaining the Financing set forth therein, (ii) prior to fund all other amounts payable by the Purchaser pursuant to the last day Agreement and all other fees and expenses incurred by the Purchaser in connection with the negotiation, execution and delivery of the Marketing Period, negotiate Agreement and enter into definitive agreements with respect thereto on the terms and conditions consummation of the transactions contemplated by the Commitment Letter Agreement. The Purchaser, after due inquiry, does not have any reason to believe: (including i) that any related flex provisions) or on other terms in of the aggregate not materially less favorable to Parent and in no event less favorable as to pricing and other economic terms (as determined in the good faith reasonable judgment of Parent), (iii) timely prepare the necessary offering circulars, private placement memoranda, or other offering documents or marketing materials with respect conditions to the Financing, (iv) commence Purchaser Debt Financing will not be satisfied or that the syndication activities contemplated by the Commitment Letter within seven (7) days following the Initiation Date and (v) consummate the Purchaser Debt Financing at or prior to Closing. Parent shall give the Company prompt notice (A) of any material breach by any party of the Commitment Letter of which Parent or Acquiror becomes aware, (B) if and when Parent or Acquiror becomes aware that any portion of the financing contemplated by the Commitment Letter will not be available to consummate on the transactions contemplated by this Agreement and Closing Time; or (Cii) of any termination of that the Commitment Letter. Parent and Acquiror shall keep the Company informed on a reasonably current basis in reasonable detail of the status of their efforts to arrange the Financing or Alternative Financing and provide Purchaser will not have funds otherwise available prior to the Company copies of executed copies of Closing Time sufficient to satisfy the definitive documents related to the Financing or Alternative Financing (excluding any fee letters, engagement letters or other agreements that are confidential by their terms). If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter, Parent and Acquiror shall use all reasonable efforts to arrange to obtain alternative financing, including from alternative sources, on terms not materially less favorable to Parent in the aggregate and in no event less favorable as to pricing and other economic terms (as determined in the good faith reasonable judgment of Parent) than the Financing contemplated by the Commitment Letter (“Alternative Financing”) as promptly as practicable following the occurrence of such event and the foregoing clauses (i) through (v) shall be applicable to the Alternative Financing. Parent and Acquiror shall (1) comply in all material respects with the Commitment Letter, (2) enforce in all material respects their rights Purchaser’s obligations under the Commitment Letter and (3) not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Commitment Letter or the fee letter referred to in the Commitment Letter without the prior written consent of the Company. Parent and Acquiror shall provide notice to the Company promptly upon receiving the Financing or, if applicable, the Alternative FinancingAgreement.

Financing Arrangements. (a) Parent The Purchaser Entities shall and Acquiror shall cause their Affiliates and Representatives to use all their commercially reasonable efforts to take, take or cause to be taken, taken all actions and to do, or cause to be done, all things that is necessary, proper or advisable to (i) arrange and obtain the Exit Financing on terms and conditions, taken as a whole, no less favorable to the Company than those described in the Exit Financing Commitments; (ii) enter into definitive agreements with respect thereto on substantially the same terms and conditions described contained in the Commitment LetterExit Financing Commitments, including using all reasonable efforts to which agreements shall be in effect as promptly as practicable after the date hereof, but in no event later than the Closing; (iiii) satisfy on a timely basis all conditions applicable to Parent and Acquiror to obtaining the Purchaser Entities in such definitive agreements that are within their control; (iv) consummate the Exit Financing set forth thereinno later than the Closing; (v) if necessary for Closing, (ii) prior procure commitments from one or more alternative financing sources, including persons not party to the last day Exit Financing Commitments, to assume the obligations, including the Commitments, of any Defaulting Commitment Party or any Adverse Commitment Party under the Marketing PeriodExit Financing Commitments, negotiate provided that such commitments can be obtained on terms and enter into definitive agreements with respect thereto on conditions that are no less favorable, taken as a whole, to the Purchaser Entities than the terms and conditions contemplated of the Commitments being replaced; and (vi) if necessary for Closing, enforce their rights under the Exit Financing Commitments, including by means of requiring any Defaulting Commitment Party or Adverse Commitment Party, as applicable, to assign its Commitment to another Commitment Party (with the consent of such Commitment Letter (including any related flex provisionsParty who is the assignee of such Commitment) or on any other terms reputable entity that agrees, in the aggregate writing, to assume all of such Commitment (it being understood that Purchaser shall not materially less favorable be required to Parent and in no event less favorable as to pricing and other economic terms (as determined in the good faith reasonable judgment of Parent), (iii) timely prepare the necessary offering circulars, private placement memoranda, pay any fee or other offering documents or marketing materials consideration in connection with respect such assignment unless Purchaser shall so agree in its sole discretion) and/or by securing specific performance. Unless Purchaser and the Company otherwise agree in writing, Purchaser shall not terminate the Exit Financing Commitments unless (i) Purchaser has given at least ten (10) days advance written notice to the Financing, (iv) commence the syndication activities contemplated by the Commitment Letter within seven (7) days following the Initiation Date Company of such termination and (vii) consummate Purchaser shall have satisfied its obligations under this Section 7.5. In the Financing at or prior to Closing. Parent shall give the Company prompt notice (A) of any material breach by any party of the Commitment Letter of which Parent or Acquiror becomes aware, (B) if and when Parent or Acquiror becomes aware event that any portion of the Exit Financing becomes unavailable in the manner or from the sources contemplated in the Exit Financing Commitments, (A) the Purchaser Entities shall promptly notify the Company in writing, and (B) the Purchaser Entities shall use their commercially reasonable efforts to arrange to obtain alternative financing contemplated by from alternative sources, on terms and conditions, taken as a whole, that are no less favorable to the Commitment Letter Purchaser Entities than those contained in the Exit Financing Commitments that will not be available enable the Purchaser Entities to consummate the transactions contemplated by this Agreement and (C) of any termination of the Commitment Letter. Parent and Acquiror shall keep the Company informed on a reasonably current basis in reasonable detail of the status of their efforts to arrange the Financing or Alternative Financing and provide to the Company copies of executed copies of the definitive documents related to the Financing or Alternative Financing (excluding any fee lettersAgreement, engagement letters or other agreements that are confidential by their terms). If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter, Parent and Acquiror shall use all reasonable efforts to arrange to obtain alternative financing, including from alternative sources, on terms not materially less favorable to Parent in the aggregate and in no event less favorable as to pricing and other economic terms (as determined in the good faith reasonable judgment of Parent) than the Financing contemplated by the Commitment Letter (“Alternative Financing”) as promptly as practicable following the occurrence of such event (but in no event later than the Termination Date), including entering into definitive agreements with respect thereto (such definitive agreements entered into pursuant to this ‎Section 7.5‎ being referred to as the “Financing Agreements”). The Purchaser Entities shall, and shall cause their respective Affiliates and Representatives to use their commercially reasonable efforts to, comply with the foregoing clauses (i) through (v) shall be terms, and satisfy on a timely basis the conditions applicable to such parties in the Alternative FinancingExit Financing Commitments, any alternative financing commitments, the Financing Agreements and any related fee and engagement letters. Parent The Purchaser Entities shall refrain (and Acquiror shall cause their Affiliates and Representatives to refrain) from taking or omitting to take, directly or indirectly, any action that would reasonably be expected to result in a failure of any condition contained in the Exit Financing Commitments or Financing Agreements that is within their control. The Purchaser Entities shall (1x) comply in all material respects with furnish complete, correct and executed copies of the Commitment LetterFinancing Agreements promptly upon their execution, (2y) enforce in all give the Company prompt notice of any material respects breach by any party of any of the Exit Financing Commitments, any alternative financing commitment or the Financing Agreements of which the Purchaser Entities become aware or any termination thereof, and (z) otherwise keep the Company reasonably informed of the status of the Purchaser Entities’ efforts to arrange the Exit Financing (or any replacement thereof). The Purchaser Entities will not consent to the amendment, supplementation, modification or waiver of, and will not waive their rights under the Commitment Letter and (3) not permit any material amendment Exit Financing Commitments or modification to be made to, or any waiver of any material provision or remedy under, the Commitment Letter or the fee letter referred to in the Commitment Letter Financing Agreements without the prior written Debtors’ consent or an order of a court of competent jurisdiction, if the effect of such amendment, supplementation, modification or waiver would reasonably be expected to have the effect of preventing the consummation of the Company. Parent and Acquiror shall provide notice to Financing on or before the Company promptly upon receiving Closing or delaying the Financing or, if applicable, the Alternative FinancingEffective Date.

Financing Arrangements. Parent has received executed commitment letters (a) Parent the “Financing Letters”), dated as of the date hereof, from Prudential Capital Partners, L.P., Prudential Insurance Company of America, Parking Management Fund, LP and Acquiror shall use Sxxxx Xxxxxxx Partners, LP (the “Lenders”), which are attached hereto as Exhibits F, G, H and I, respectively. Each of the Financing Letters attached hereto is true, complete and fully-executed. The Financing Letters are in full force and effect, are not subject to any conditions other than those contained therein, and have not been amended or modified in any respect, all reasonable efforts to take, or cause commitment fees required to be takenpaid thereunder have been paid in full or will be duly paid in full when due, all actions and dono event has occurred which (with or without notice, lapse of time or cause to be done, all things necessary, proper or advisable to arrange the Financing both) would constitute a default thereunder on the terms part of Parent, Merger Sub or the Lenders, as the case may be. There are no facts and circumstances known to Parent, Merger Sub or any of their respective Affiliates that any of them believes or has reason to believe is reasonably likely to (i) prevent the conditions described in the Commitment Letter, including using all reasonable efforts to (i) satisfy on a timely basis all conditions applicable to Parent and Acquiror to obtaining the Financing set forth thereinLetters from being satisfied, (ii) prior prevent Parent or Merger Sub from receiving financing pursuant to the last day terms of the Marketing PeriodFinancing Letters or (iii) make any of the conditions or assumptions set forth in the Financing Letters unreasonable. The Lenders have not advised Parent, negotiate and enter into definitive agreements with respect thereto on Merger Sub or any of their respective Affiliates of any facts which cause them to believe the terms and conditions financings contemplated by the Commitment Letter (including any related flex provisions) or on other Financing Letters will not be consummated substantially in accordance with the terms in thereof. The aggregate proceeds of the aggregate not materially less favorable to Parent and in no event less favorable as to pricing and other economic terms (as determined in the good faith reasonable judgment of Parent), (iii) timely prepare the necessary offering circulars, private placement memoranda, or other offering documents or marketing materials with respect to the Financing, (iv) commence the syndication activities financings contemplated by the Commitment Letter within seven (7) days following Financing Letters, when taken together with the Initiation Date and (v) consummate the Financing at or prior to Closing. Parent shall give available cash of the Company prompt notice (A) and its Subsidiaries, are sufficient to pay the aggregate Per Share Amount for the Shares pursuant to Article II, to pay all amounts required to be paid to holders of Company Stock Options and Company Restricted Stock hereunder, to refinance any material breach by any party indebtedness of the Commitment Letter Company and its Subsidiaries that may become due as a result of which Parent or Acquiror becomes aware, (B) if and when Parent or Acquiror becomes aware that any portion of the financing contemplated by the Commitment Letter will not be available to consummate the transactions contemplated by this Agreement Agreement, to pay all related fees and expenses and to provide additional financing for future working capital and general corporate needs of Parent, the Surviving Corporation and their respective Subsidiaries (C) of any termination of the Commitment Letter. Parent and Acquiror shall keep the Company informed on a reasonably current basis in reasonable detail of the status of their efforts to arrange the Financing or Alternative Financing and provide to the Company copies of executed copies of the definitive documents related to the Financing or Alternative Financing (excluding any fee letters, engagement letters or other agreements that are confidential by their terms). If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter, Parent and Acquiror shall use all reasonable efforts to arrange to obtain alternative such financing, including from alternative sources, on terms not materially less favorable to Parent in the aggregate and in no event less favorable as to pricing and other economic terms (as determined in the good faith reasonable judgment of Parent) than the Financing contemplated by the Commitment Letter (“Alternative Financing”) as promptly as practicable following the occurrence of such event and the foregoing clauses (i) through (v) shall be applicable to the Alternative Financing. Parent and Acquiror shall (1) comply in all material respects with the Commitment Letter, (2) enforce in all material respects their rights under the Commitment Letter and (3) not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Commitment Letter or the fee letter referred to in the Commitment Letter without the prior written consent of the Company. Parent and Acquiror shall provide notice to the Company promptly upon receiving the Financing or, if applicable, the Alternative Financing).

Financing Arrangements. (a) Parent Prior to the Closing, promptly upon reasonable request by Purchaser Representative or its representatives, the Company shall, and Acquiror shall cause its Subsidiaries and representatives to, reasonably cooperate with and assist Purchasers and the Purchaser Designees in connection with any debt restructuring arrangements (the “Financing Arrangements”) in connection with the Transactions. Without limiting the generality of the foregoing, the Company shall, and shall cause its Subsidiaries and representatives to, as promptly as practicable upon reasonable request by Purchaser Representative or its representatives: (i) furnish to the extent practicable any financial statements, schedules or other financial data relating to the Company and its Subsidiaries to lenders associated with any Financing Arrangements (each, a “Credit Party” and collectively, the “Credit Parties”) that execute a confidentiality agreement in form and substance reasonably satisfactory to the Company; (ii) use all commercially reasonable efforts to takeobtain the cooperation and assistance of their counsel in providing legal opinions and other services as may be reasonably required by the Financing Arrangements; (iii) arrange for their senior officers to provide reasonable and customary representations to auditors, attend meetings with prospective lenders, investors and rating agencies, other meetings and due diligence sessions, in each case, either in person or cause telephonically, at times and places (as applicable) to be taken, all actions mutually agreed and do, or cause to be done, all things necessary, proper or advisable to arrange the Financing on the terms and conditions described in the Commitment Letter, including using all for reasonable durational periods; (iv) use commercially reasonable efforts to cause their independent accountants to provide reasonable assistance and cooperation to each Purchaser and each Purchaser Designee, including participating in drafting sessions and accounting due diligence sessions, providing consent to each Purchaser and Purchaser Designee to use their audit reports relating to the Company and its Subsidiaries and providing customary “comfort letters” and agreed procedures letters; (iv) satisfy on provide reasonable assistance and cooperation with the creation of a timely basis all conditions applicable to Parent valid and Acquiror to obtaining perfected security interest, which shall become effective only upon the Closing, in the properties and the other assets of the Company and its Subsidiaries for the benefit of the Credit Parties participating in the Financing set forth thereinArrangements, (ii) prior to the last day of the Marketing Period, negotiate enable such Credit Parties to exercise and enter into definitive agreements with respect thereto on the terms enforce their rights and conditions contemplated by the Commitment Letter (including any related flex provisions) or on other terms in the aggregate not materially less favorable to Parent and in no event less favorable as to pricing and other economic terms (as determined in the good faith reasonable judgment of Parent), (iii) timely prepare the necessary offering circulars, private placement memoranda, or other offering documents or marketing materials remedies with respect to the Financingproperties and other assets of the Debtors and their Subsidiaries on and after the Closing solely to the extent required pursuant to the terms of the applicable definitive financing documents; (vi) provide reasonable access to the books and records, their officers, directors, employees, agents and other representatives to Credit Parties that execute a confidentiality agreement in form and substance reasonably satisfactory to the Company; (ivvii) commence reasonably cooperate with any marketing and syndication efforts of the syndication activities contemplated by the Commitment Letter within seven (7) days following the Initiation Date Credit Parties for Financing Arrangements; and (vviii) consummate take all corporate actions reasonably requested by any Purchaser, Purchaser Designee or the Financing at or Credit Parties, prior to Closing. Parent shall give the Company prompt notice (A) of any material breach by any party of Closing or the Commitment Letter of which Parent or Acquiror becomes aware, (B) if and when Parent or Acquiror becomes aware that any portion of the financing contemplated by the Commitment Letter will not be available to consummate the transactions contemplated by this Agreement and (C) of any termination of the Commitment Letter. Parent and Acquiror shall keep the Company informed on a reasonably current basis in reasonable detail of the status of their efforts this Agreement, to arrange the Financing permit or Alternative Financing and provide to the Company copies of executed copies of the definitive documents related to the Financing or Alternative Financing (excluding any fee letters, engagement letters or other agreements that are confidential by their terms). If any portion facilitate consummation of the Financing becomes unavailable on Arrangements. Subject to the terms provisions of this Section 8.13, except as otherwise permitted by the Plan Support Agreement, the Company shall not, and conditions contemplated shall cause the Subsidiaries not to, otherwise discuss the debt restructuring arrangements with the Credit Parties or any potential lenders or investors in the Commitment Letter, Parent and Acquiror shall use all reasonable efforts to arrange to obtain alternative financing, including from alternative sources, on terms not materially less favorable to Parent in financing of the aggregate and in no event less favorable as to pricing and other economic terms (as determined in the good faith reasonable judgment of Parent) than the Financing contemplated by the Commitment Letter (“Alternative Financing”) as promptly as practicable following the occurrence of such event and the foregoing clauses (i) through (v) shall be applicable to the Alternative Financing. Parent and Acquiror shall (1) comply in all material respects with the Commitment Letter, (2) enforce in all material respects their rights under the Commitment Letter and (3) not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Commitment Letter or the fee letter referred to in the Commitment Letter Transactions without the prior written consent of the Company. Parent and Acquiror Purchaser Representative, which consent shall provide notice to the Company promptly upon receiving the Financing ornot be unreasonably delayed, if applicable, the Alternative Financingwithheld or conditioned.

Financing Arrangements. (a) Parent and Acquiror shall use all reasonable efforts Merger Sub have made available to takethe Company (i) a letter (the “Equity Commitment Letter”) from JLL Partners Fund V, L.P., a Delaware limited partnership (“JLL Fund V”), confirming the commitment of JLL Fund V to subscribe for and purchase membership interests or cause other equity securities of Parent for an aggregate subscription price of $178.8 million in cash, subject to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange the Financing on the terms and conditions described in thereof (the “Equity Investment”) and (ii) a letter (the “Debt Commitment Letter” and, collectively with the Equity Commitment Letter, including using all reasonable efforts the “Commitment Letters”) from Bear Sxxxxxx & Co., Inc. and Bear Sxxxxxx Corporate Lending, Inc. (collectively, “Bear Sxxxxxx”) confirming the commitment of Bear Sxxxxxx, subject to (i) satisfy on a timely basis all conditions applicable to Parent and Acquiror to obtaining the Financing set forth therein, (ii) prior to the last day of the Marketing Period, negotiate and enter into definitive agreements with respect thereto on the terms and conditions thereof, to provide an asset-based revolving credit facility and a term loan facility in an aggregate amount of up to $400 million and to purchase or place $175 million of Senior Unsecured Notes (the “Debt Financing”). None of the Commitment Letters has been amended or modified prior to the date of this Agreement, and none of the respective commitments contained in the Commitment Letters has been withdrawn or rescinded in any respect. As of the date hereof, the Commitment Letters are in full force and effect. There are no conditions precedent or other contingencies related to the funding of the full amount of the Equity Investment and the Debt Financing, other than as set forth in or contemplated by the Commitment Letter Letters. The proceeds from the Equity Investment and the Debt Financing (including any related flex provisions) or on other terms in collectively, the aggregate not materially less favorable to Parent and in no event less favorable as to pricing and other economic terms (as determined in the good faith reasonable judgment of Parent“Financing”), (iii) timely prepare the necessary offering circulars, private placement memoranda, or other offering documents or marketing materials with respect to the Financing, (iv) commence the syndication activities as contemplated by the Commitment Letter within seven Letters, will be sufficient (7a) days following to pay (or provide the Initiation Date funds for the Surviving Corporation to pay) the aggregate Merger Consideration, (b) to pay (or provide the funds for the Surviving Corporation to pay) all amounts contemplated by Section 1.8 when due, (c) to refinance any indebtedness or other obligation of the Company which may become due as a result of this Agreement or any of the transactions contemplated hereby, and (vd) consummate to pay all related fees and expenses arising solely out of the transactions contemplated hereby, including the Merger, when due. The proceeds of the Financing at or prior to Closing. will be used by Parent shall give and Merger Sub for the Company prompt notice purposes specified in clauses (Aa) through (d) of any material breach by any party the immediately preceding sentence. As of the Commitment Letter date of which Parent or Acquiror becomes awarethis Agreement, (B) if and when Parent or Acquiror becomes aware neither Buyer nor Merger Sub has any reason to believe that any portion of the financing contemplated by conditions to the Commitment Letter Debt Financing will not be satisfied or that the Debt Financing will not be available to consummate the transactions contemplated by this Agreement Buyer and (C) of any termination of the Commitment Letter. Parent and Acquiror shall keep the Company informed on a reasonably current basis in reasonable detail of the status of their efforts to arrange the Financing or Alternative Financing and provide to the Company copies of executed copies of the definitive documents related to the Financing or Alternative Financing (excluding any fee letters, engagement letters or other agreements that are confidential by their terms). If any portion of the Financing becomes unavailable Merger Sub on the terms and conditions contemplated in the Commitment Letter, Parent and Acquiror shall use all reasonable efforts to arrange to obtain alternative financing, including from alternative sources, on terms not materially less favorable to Parent in the aggregate and in no event less favorable as to pricing and other economic terms (as determined in the good faith reasonable judgment of Parent) than the Financing contemplated by the Commitment Letter (“Alternative Financing”) as promptly as practicable following the occurrence of such event and the foregoing clauses (i) through (v) shall be applicable to the Alternative Financing. Parent and Acquiror shall (1) comply in all material respects with the Commitment Letter, (2) enforce in all material respects their rights under the Commitment Letter and (3) not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Commitment Letter or the fee letter referred to in the Commitment Letter without the prior written consent of the Company. Parent and Acquiror shall provide notice to the Company promptly upon receiving the Financing or, if applicable, the Alternative FinancingClosing Date.

Financing Arrangements. (a) Parent The Purchaser shall, and Acquiror shall cause its Subsidiaries to, use all reasonable best efforts to take, take or cause to be taken, taken all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Financing proceeds of the Purchaser Debt Financings on the terms and conditions described in the Purchaser Commitment LetterLetters by no later than the Closing, including using all reasonable efforts to (i) satisfy on a timely basis all conditions applicable to Parent and Acquiror to obtaining shall not permit, without the Financing set forth therein, (ii) prior to the last day written consent of the Marketing PeriodVendor, negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Letter (including any related flex provisions) or on other terms in the aggregate not materially less favorable to Parent and in no event less favorable as to pricing and other economic terms (as determined in the good faith reasonable judgment of Parent), (iii) timely prepare the necessary offering circulars, private placement memoranda, or other offering documents or marketing materials with respect to the Financing, (iv) commence the syndication activities contemplated by the Commitment Letter within seven (7) days following the Initiation Date and (v) consummate the Financing at or prior to Closing. Parent shall give the Company prompt notice (A) of any material breach by any party of the Commitment Letter of which Parent or Acquiror becomes aware, (B) if and when Parent or Acquiror becomes aware that any portion of the financing contemplated by the Commitment Letter will not be available to consummate the transactions contemplated by this Agreement and (C) of any termination of the Commitment Letter. Parent and Acquiror shall keep the Company informed on a reasonably current basis in reasonable detail of the status of their efforts to arrange the Financing or Alternative Financing and provide to the Company copies of executed copies of the definitive documents related to the Financing or Alternative Financing (excluding any fee letters, engagement letters or other agreements that are confidential by their terms). If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter, Parent and Acquiror shall use all reasonable efforts to arrange to obtain alternative financing, including from alternative sources, on terms not materially less favorable to Parent in the aggregate and in no event less favorable as to pricing and other economic terms (as determined in the good faith reasonable judgment of Parent) than the Financing contemplated by the Commitment Letter (“Alternative Financing”) as promptly as practicable following the occurrence of such event and the foregoing clauses (i) through (v) shall be applicable to the Alternative Financing. Parent and Acquiror shall (1) comply in all material respects with the Commitment Letter, (2) enforce in all material respects their rights under the Commitment Letter and (3) not permit any material amendment or modification to be made to, or any waiver or release of any material provision or remedy under, the Purchaser Commitment Letters or any definitive agreement or documentation in connection therewith if such amendment, modification, waiver or release would reduce the aggregate amount of the Purchaser Debt Financings or would be reasonably expected to impair, prevent or materially delay the consummation of the Purchaser Debt Financings or the consummation of the transactions contemplated by this Agreement or adversely impact the ability of the Purchaser to enforce its rights against the other parties to the Purchaser Commitment Letters or any definitive agreements or documentation with respect thereto, except that the obligations under the Purchaser Equity Commitment Letter and Purchaser Note Commitment Letter may be reduced or terminated as a result of, and to the fee letter referred extent of, the completion of one or more Purchaser Offerings. The Purchaser may amend the Purchaser Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed one or more of the Purchaser Commitment Letters as of the date hereof. The Purchaser shall not release or consent to the termination of the obligations of the lenders under the Purchaser Commitment Letters, except for (i) assignments and replacements of an individual lender under the terms of, and only in connection with, the syndication of the Purchaser Debt Financings pursuant to the Purchaser Commitment Letters, and (ii) in the case of the Purchaser Equity Commitment Letter without the prior written consent and Purchaser Note Commitment Letter, as a result of the Companycompletion of one or more Purchaser Offerings. Parent For purposes of this Agreement, references to “Purchaser Debt Financings” shall include the financings contemplated by the Purchaser Commitment Letters as permitted to be amended or modified by this Section 7.5 (including any alternative financing obtained in accordance with this Section 7.5) and Acquiror references to “Purchaser Commitment Letters” shall provide notice include such documents as permitted to the Company promptly upon receiving the Financing or, if applicable, the Alternative Financingbe amended or modified by this Section 7.5 (including any alternative financing obtained in accordance with this Section 7.5).

Financing Arrangements. During the Interim Period, (a) Parent and Acquiror SPAC shall use all reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange the Financing on the terms and conditions described in the Commitment Letter, including using all its commercially reasonable efforts to (i) satisfy identify additional sources of financing on behalf of New PubCo from third party financing sources first (A) in the form of (x) a timely basis all conditions applicable private placement of New PubCo Ordinary Shares at a price of $10.00 per such share to Parent be consummated at the Closing (the “PIPE Investment”), and Acquiror (y) an equity line of credit or similar financing arrangement to obtaining be in place and available to New PubCo as of the Closing (together with the PIPE Investment, “Equity Financing set forth thereinArrangements”); and then, (B) in the event that, in the reasonable discretion of SPAC and the Company, sufficient Equity Financing Arrangements (after taking into consideration negotiations and available terms as contemplated by the following clause (ii)) are not available, in the form of debt financing arrangements for borrowed money entered into by HoldCo, New PubCo and/or SPAC (the “Debt Financing Arrangements”), (ii) prior negotiate definitive agreements on terms reasonably acceptable to the last day of Company and New PubCo as necessary to effectuate the Marketing PeriodEquity Financing Arrangements, negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Commitment Letter (including any related flex provisions) or on other terms in the aggregate not materially less favorable to Parent and in no event less favorable as to pricing and other economic terms (as determined in the good faith reasonable judgment of Parent)including, (iii) timely prepare the necessary offering circulars, private placement memoranda, or other offering documents or marketing materials with respect to the FinancingPIPE Investments, subscription agreements to purchase New PubCo Ordinary Shares (iv) commence the syndication activities contemplated by the Commitment Letter within seven (7) days following the Initiation Date “Subscription Agreements”), and (viii) consummate in the event that SPAC may identify additional sources of financing in respect of Debt Financing at or prior Arrangements pursuant to Closing. Parent shall give the Company prompt notice preceding clause (A) of any material breach by any party of the Commitment Letter of which Parent or Acquiror becomes awarei), (B) if and when Parent or Acquiror becomes aware that any portion of the financing contemplated by the Commitment Letter will not be available to consummate the transactions contemplated by this Agreement and (C) of any termination of the Commitment Letter. Parent and Acquiror shall keep the Company informed negotiate definitive agreements on a reasonably current basis in reasonable detail of the status of their efforts to arrange the Financing or Alternative Financing and provide terms acceptable to the Company copies of executed copies of and New PubCo as necessary to effectuate the definitive documents related to Debt Financing Arrangements; and (b) the Company and New PubCo shall reasonably cooperate with SPAC in connection with procuring each Equity Financing or Alternative Arrangement and Debt Financing (excluding any fee letters, engagement letters or other agreements that are confidential by their terms). If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter, Parent and Acquiror shall use all reasonable efforts to arrange to obtain alternative financingArrangement, including from alternative sources, on terms not materially less favorable to Parent in the aggregate and in no event less favorable as to pricing and other economic terms (as determined in the good faith reasonable judgment of Parent) than the Financing contemplated by the Commitment Letter (“Alternative Financing”) as promptly as practicable following the occurrence of such event and the foregoing clauses (i) through (v) shall be applicable to the Alternative Financing. Parent and Acquiror shall (1) comply in all material respects with the Commitment Letterproviding such information as SPAC may reasonably request, (2ii) enforce in all material respects their rights under the Commitment Letter and (3) not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Commitment Letter or the fee letter referred to in the Commitment Letter without the prior written consent of the Company. Parent and Acquiror shall provide notice granting access to the Company promptly upon receiving the and its Representatives during normal business hours as may be reasonably necessary for due diligence purposes, and (iii) participating in a reasonable number of meetings, presentations and road shows with respect to such Equity Financing or, if applicable, the Alternative FinancingArrangement and Debt Financing Arrangement.

Financing Arrangements. (a) Parent The Purchasers have delivered to the Fund true and Acquiror shall use all reasonable efforts complete copies of the commitment letters, each dated as of the date hereof, to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange the Financing on the terms and conditions described in the Commitment Letter, including using all reasonable efforts to BBCL Holdings L.P. from (i) Xxxxx Fargo Foothill, LLC, (ii) Ares Capital Corporation, S.A.C. Domestic Investments, L.P., Xxxxx Fargo Bank, National Association and (iii) Ares Capital Corporation, Glitnir banki hf, S.A.C. Domestic Investments, L.P. and Besford Limited (collectively the “Debt Financing Commitment Letters”) pursuant to which the lenders party thereto have committed, subject to the terms thereof, to lend the amounts set forth therein (the “Debt Financing”) subject to such redaction as is necessary or desirable, in the sole opinion of the Purchasers, to maintain the confidentiality of the provisions thereof relating to the terms of such financing. As of the date of this Agreement: (i) the Debt Financing Commitment Letters have not been amended or modified in a manner adverse to the Purchasers and (ii) the commitments contained in the Debt Financing Commitment Letters have not been withdrawn or rescinded in any respect. Each of the Debt Financing Commitment Letters, in the form so delivered, is in full force and effect as of the date of this Agreement and is a legal, valid and binding obligation of the Purchasers and, to the knowledge of the Purchasers, the other parties thereto. As of the date of this Agreement, the Purchasers have no reason to believe that they will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Debt Financing Commitment Letters. The Purchasers have fully paid any and all conditions applicable commitment fees incurred in connection with the Debt Financing Commitment Letters to Parent and Acquiror the extent required to obtaining the Financing set forth therein, (ii) be paid prior to the last day of date hereof. The Fund shall and shall cause its Subsidiaries to keep confidential and shall not disclose the Marketing Period, negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Debt Financing Commitment Letter (including any related flex provisions) or on other terms in the aggregate not materially less favorable to Parent and in no event less favorable as to pricing and other economic terms (as determined in the good faith reasonable judgment of Parent), (iii) timely prepare the necessary offering circulars, private placement memoranda, or other offering documents or marketing materials with respect to the Financing, (iv) commence the syndication activities contemplated by the Commitment Letter within seven (7) days following the Initiation Date and (v) consummate the Financing at or prior to Closing. Parent shall give the Company prompt notice (A) of any material breach by any party of the Commitment Letter of which Parent or Acquiror becomes aware, (B) if and when Parent or Acquiror becomes aware that any portion of the financing contemplated by the Commitment Letter will not be available to consummate the transactions contemplated by this Agreement and (C) of any termination of the Commitment Letter. Parent and Acquiror shall keep the Company informed on a reasonably current basis in reasonable detail of the status of their efforts to arrange the Financing or Alternative Financing and provide to the Company copies of executed copies of the definitive documents related to the Financing or Alternative Financing (excluding any fee letters, engagement letters or other agreements that are confidential by their terms). If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter, Parent and Acquiror shall use all reasonable efforts to arrange to obtain alternative financing, including from alternative sources, on terms not materially less favorable to Parent in the aggregate and in no event less favorable as to pricing and other economic terms (as determined in the good faith reasonable judgment of Parent) than the Financing contemplated by the Commitment Letter (“Alternative Financing”) as promptly as practicable following the occurrence of such event and the foregoing clauses (i) through (v) shall be applicable to the Alternative Financing. Parent and Acquiror shall (1) comply in all material respects with the Commitment Letter, (2) enforce in all material respects their rights under the Commitment Letter and (3) not permit any material amendment or modification to be made to, Letters or any waiver of any material provision or remedy underterm thereof, the Commitment Letter or the fee letter referred to in the Commitment Letter without the prior written consent of the Company. Parent and Acquiror shall provide notice to the Company promptly upon receiving the Financing or, if applicable, the Alternative Financingexcept as may be required by applicable laws.

Financing Arrangements. (a) Parent and Acquiror shall use all reasonable efforts to takeDuring the Interim Period, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange the Financing on the terms and conditions described in the Commitment Letter, including using all reasonable efforts to (i) satisfy the Parties may (A) identify and seek additional sources of financing on behalf of New PubCo and/or the Company from third party financing sources (it being understood and agreed that the consummation of any such financing shall be subject to the Company’s and SPAC’s mutual agreement (which agreement shall not be unreasonably withheld, conditioned or delayed), including in the form of (w) a timely basis all conditions applicable private placement of New PubCo Ordinary Shares to Parent be consummated at the Closing (a “PIPE Investment”), (x) an Approved Company Financing, (y) an equity line of credit or similar financing arrangement to be in place and Acquiror available to obtaining New PubCo as of the Closing (subclause (w) – (y) collectively, “Equity Financing set forth thereinArrangements”) and/or (z) debt financing arrangements for borrowed money entered into by the Company, New PubCo and/or SPAC (together with Equity Financing Arrangements, “Financing Arrangements”) and (B) negotiate definitive agreements on terms reasonably acceptable to the Company and SPAC as necessary to effectuate any Financing Arrangement, including, with respect to PIPE Investments, subscription agreements to purchase New PubCo Ordinary Shares; and (ii) prior to upon the last day written request of a Party, the Marketing Periodother Parties shall, negotiate and enter into definitive agreements with respect thereto on the terms each of them shall cause its respective Representatives to, reasonably cooperate in procuring any Financing Arrangement, including by (A) providing such information and conditions contemplated by the Commitment Letter assistance (including any related flex provisions) or on other terms in the aggregate not materially less favorable to Parent and in no event less favorable as to pricing and other economic terms (as determined in the good faith reasonable judgment of Parent), (iii) timely prepare the necessary offering circulars, private placement memoranda, or other offering documents or marketing materials with respect to the FinancingCompany, (ivin accordance with Section 7.4(c)) commence the syndication activities contemplated as reasonably requested by the Commitment Letter within seven (7) days following the Initiation Date and (v) consummate the Financing at or prior to Closing. Parent shall give the Company prompt notice (A) of any material breach by any party of the Commitment Letter of which Parent or Acquiror becomes awarea Party, (B) if with respect to the Company, granting access in accordance with Section 7.4(c) to the other Parties and when Parent or Acquiror becomes aware that any portion of the financing contemplated by the Commitment Letter will not their Representatives during normal business hours as may be available to consummate the transactions contemplated by this Agreement reasonably necessary for due diligence purposes, and (C) participating in a reasonable number of meetings, presentations, road shows, drafting sessions and due diligence sessions with respect to any termination such Financing Arrangement where necessary (including, as applicable, where necessary, direct contact between senior management and other Representatives of the Commitment LetterCompany and its Subsidiaries at reasonable times and locations). Parent and Acquiror shall keep Without limiting the Company informed on a reasonably current basis in reasonable detail generality of the status foregoing, in the event that any Company Shareholders make demands for appraisal under the Commercial Korean Code in respect of their efforts the Transactions, each Company Party and each SPAC Party agree to arrange the reasonably cooperate in procuring Financing Arrangements as necessary to address any liquidity or Alternative Financing and provide other financial consequences to the Company copies of executed copies of the definitive documents related to the Financing or Alternative Financing New PubCo (excluding any fee letters, engagement letters or other agreements that are confidential by their terms). If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter, Parent and Acquiror shall use all reasonable efforts to arrange to obtain alternative financing, including from alternative sources, on terms not materially less favorable to Parent in the aggregate and in no event less favorable as to pricing and other economic terms (as determined in the good faith reasonable judgment of Parent) than the Financing contemplated by the Commitment Letter (“Alternative Financing”) as promptly as practicable following the occurrence of Closing) resulting from such event and the foregoing clauses (i) through (v) shall be applicable to the Alternative Financing. Parent and Acquiror shall (1) comply in all material respects with the Commitment Letter, (2) enforce in all material respects their rights under the Commitment Letter and (3) not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Commitment Letter or the fee letter referred to in the Commitment Letter without the prior written consent of the Company. Parent and Acquiror shall provide notice to the Company promptly upon receiving the Financing or, if applicable, the Alternative Financingdemands for appraisal.