Common use of Debt Financing Commitment Clause in Contracts

Debt Financing Commitment. (a) The Buyer agrees to use its commercially reasonable efforts to (i) satisfy on a timely basis all terms and conditions set forth in the Debt Commitment Letter that are applicable to the Buyer, (ii) enter into definitive agreements with respect to the Debt Financing on terms and conditions substantially in accordance with the Debt Commitment Letter and (iii) consummate the Debt Financing no later than the Closing. (b) The Buyer agrees to notify the Company promptly if at any time prior to the Closing Date (i) the Debt Commitment Letter shall expire or be terminated for any reason, or (ii) the Debt Financing Source notifies the Buyer in writing that such source no longer intends to provide financing to the Buyer on the terms set forth therein. The Buyer shall not, without the written consent of the Company, amend, alter or replace, or agree to amend, alter or replace, the Debt Commitment Letter if such amendment, alteration or replacement (i) reduces the aggregate amount of the Debt Financing, unless the Buyer can demonstrate to the reasonable satisfaction of the Company that it has funds available to it from other sources, or (ii) imposes new or additional material 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 (x) materially delay or prevent the Closing Date, or (y) make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) materially less likely to occur; provided that the Buyer may amend or replace the Debt Commitment Letter to add lenders, lead arrangers, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date hereof. (c) If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, the Buyer shall promptly notify the Company and shall use its commercially reasonable efforts to arrange to obtain a new debt financing commitment from alternative debt sources on terms and conditions no less favorable, in the aggregate, to the Buyer and in an amount sufficient to consummate the transactions contemplated hereby at the Closing promptly following the occurrence of such event. The Buyer shall promptly deliver to the Company complete and correct copies of all agreements pursuant to which any such alternative source shall have committed to provide the Buyer with any portion of the Debt Financing. For purposes of this Section 5.13 and Section 4.6, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted by this Section 5.13 to be amended, altered or replaced and references to “Debt Commitment Letter” shall include such documents as permitted by this Section 5.13 to be amended, altered or replaced, in each case from and after such amendment, alteration or replacement. (d) Prior to the Closing, the Company agrees to provide, and shall use its commercially reasonable efforts to cause the officers, employees and advisors (including legal and accounting advisors) of the Company to provide, to the Buyer all cooperation reasonably requested by the Buyer in connection with (i) the Debt Financing and the other transactions contemplated hereby and thereby and (ii) the Buyer’s satisfaction of the conditions in the Debt Commitment Letter, including (A) participation in meetings, presentations, road shows, drafting sessions and sessions with rating agencies, including direct contact between senior management and representatives and advisors of the Company and its Subsidiaries and the Debt Financing Source and potential lenders and investors in the Debt Financing, (B) assisting with the preparation of materials for rating agencies and rating agency presentations, lender and investor presentations and similar documents required in connection with the Debt Financing, and providing reasonable and customary authorization letters to the Debt Financing Source authorizing the distribution of information to prospective lenders and containing customary information, (C) preparing and furnishing the Buyer and the Debt Financing Source with all required financial information and assisting, and using commercially reasonable efforts to cause accounting advisors of the Company to assist, in the preparation of pro forma financial statements reasonably requested by the Buyer and the Debt Financing Source, (D) preparing and furnishing to the Buyer and the Debt Financing Source as promptly as practicable all other information and disclosures relating to the Company and its Subsidiaries (including its businesses, operations, financial projections and prospects) as may be reasonably requested by the Buyer, (E) obtaining accountants’ comfort letters and consents, as reasonably requested by the Buyer and (F) using commercially reasonable efforts to obtain such consents, approvals, authorizations, certificates and instruments from, and to make all necessary registrations, notifications and filings with, any Person or Governmental Authority which may be reasonably requested by the Buyer in connection with the Debt Financing and collateral arrangements.

Debt Financing Commitment. (a) The Buyer agrees to Parent and Merger Subsidiary will use its commercially their respective reasonable best efforts to (i) satisfy obtain the Debt Financing on a timely basis all the terms and conditions set forth in the Debt Financing Commitment Letter that are applicable (provided, that, to the Buyerextent applicable, Parent and Merger Subsidiary may replace or amend the Debt Financing Commitment to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Debt Financing Commitment as of the date hereof, or otherwise if the terms would not adversely impact the ability of Parent and Merger Subsidiary to timely consummate the transactions contemplated hereby or the likelihood of the consummation of the transactions contemplated hereby), including by using reasonable best efforts to (iii) maintain in effect the Debt Financing Commitment and negotiate and enter into a definitive agreements agreement (collectively, the “Debt Financing Agreement”) with respect to the Debt Financing Commitment on the terms and conditions substantially set forth in the Debt Financing Commitment until the consummation of the transactions contemplated hereby, (ii) comply with all covenants and agreements of Parent or Merger Subsidiary set forth in the Debt Financing Commitment or Debt Financing Agreement, (iii) satisfy on a timely basis all conditions applicable to Parent or Merger Subsidiary set forth in the Debt Financing Commitment or Debt Financing Agreement that are within their control (excluding any condition where the failure to be so satisfied is a direct result of the Company’s failure to furnish information reasonably requested by Parent in accordance with the terms of this Agreement), (iv) upon satisfaction of such conditions and the other conditions set forth in Section 9.01 and Section 9.02 (other than those conditions that by their nature are to be satisfied at the Closing, subject to the fulfillment or waiver of those conditions) and subject to the other terms and provisions of this Agreement and the Debt Financing Commitment Letter and (iii) or Debt Financing Agreement, to consummate the Debt Financing no later at or prior to the Closing (and in any event prior to the Outside Date), and (v) enforce the obligations of the lenders (and the rights of Parent and Merger Subsidiary) under the Debt Financing Commitment or Debt Financing Agreement (including, in the event that all conditions in the Debt Financing Commitment (other than the Closingavailability of funding of any of the financing contemplated under the Equity Financing Commitment) have been satisfied or, upon funding will be satisfied, to use reasonable best efforts to cause the lender party to the Debt Financing Commitment to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement). Parent will furnish to the Company correct and complete copies of any Debt Financing Agreement or any alternative Debt Financing Commitment and, in each case, ancillary documents thereto (redacted to the extent necessary to comply with confidentiality agreements, provided that such redacted information does not relate to the amounts or conditionality of, or contain any conditions precedent to, the funding of the Debt Financing). (b) The Buyer agrees to notify Parent will keep the Company promptly if at any time prior reasonably informed with respect to the Closing Date (i) the Debt Commitment Letter shall expire or be terminated for any reason, or (ii) all material activity concerning the Debt Financing Source notifies and will give the Buyer in writing that such source no longer intends to provide financing Company prompt notice of any adverse change with respect to the Buyer on the terms set forth thereinDebt Financing. The Buyer shall notNeither Parent nor Merger Subsidiary will, nor will it permit any of its Affiliates to, without the prior written consent of the Company, amendtake any action or enter into any transaction, alter including any merger, acquisition, joint venture, disposition, lease, contract or replacedebt or equity financing, that could reasonably be expected to impair, materially delay or prevent consummation of all or any portion of the Debt Financing. Neither Parent nor Merger Subsidiary will amend or alter, or agree to amendamend or alter, alter a Debt Financing Commitment in any manner that would impair, materially delay or replace, prevent the Debt Commitment Letter if transactions contemplated by this Agreement without the prior written consent of the Company to the extent such amendment, amendment or alteration or replacement would reasonably be expected to (i) reduces reduce the aggregate amount of cash proceeds available from the Debt Financing to fund the amounts required to be paid by Parent or Merger Subsidiary under this Agreement below the amount, when aggregated with the Equity Financing, unless required to consummate the Buyer can demonstrate to Merger and the reasonable satisfaction of the Company that it has funds available to it from other sources, transactions contemplated by this Agreement or (ii) imposes impose new or additional material conditions conditions, otherwise expand or otherwise expands, amends or modifies modify any of the conditions to the receipt of the Debt Financing in a manner that would materially adverse to Parent or Merger Subsidiary or otherwise be reasonably be expected likely to (x) prevent, impair or materially delay the ability of Parent to consummate the Merger and the other transactions contemplated by this Agreement or prevent adversely impact the Closing Date, ability of Parent or (y) make Merger Subsidiary to enforce its rights against the funding of other parties to the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) materially less likely to occur; provided that the Buyer may amend or replace the Debt Commitment Letter to add lenders, lead arrangers, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date hereofCommitment. (c) If any portion The Company will use its reasonable best efforts to, and will cause its Representatives and each of its Subsidiaries and their Representatives to use their reasonable best efforts to, provide all cooperation that is customary in connection with the arrangement of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, the Buyer shall promptly notify the Company and shall use its commercially reasonable efforts to arrange to obtain a new debt financing commitment from alternative debt sources on terms and conditions no less favorable, in the aggregate, to the Buyer and in an amount sufficient to consummate the transactions contemplated hereby at the Closing promptly following the occurrence of such event. The Buyer shall promptly deliver to the Company complete and correct copies of all agreements pursuant to which any such alternative source shall have committed to provide the Buyer with any portion of the Debt Financing. For purposes of this Section 5.13 and Section 4.6, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted by this Section 5.13 to may be amended, altered or replaced and references to “Debt Commitment Letter” shall include such documents as permitted by this Section 5.13 to be amended, altered or replaced, in each case from and after such amendment, alteration or replacement. (d) Prior to the Closing, the Company agrees to provide, and shall use its commercially reasonable efforts to cause the officers, employees and advisors (including legal and accounting advisors) of the Company to provide, to the Buyer all cooperation reasonably requested in writing by Parent (provided that such requested cooperation does not materially interfere with the Buyer in connection with (i) the Debt Financing and the other transactions contemplated hereby and thereby and (ii) the Buyer’s satisfaction of the conditions in the Debt Commitment Letter, including (A) participation in meetings, presentations, road shows, drafting sessions and sessions with rating agencies, including direct contact between senior management and representatives and advisors ongoing operations of the Company and its Subsidiaries and Subsidiaries), including, to the extent required in connection with the Debt Financing Source and potential lenders and investors in Commitment, the Debt FinancingFinancing Agreement or the terms of any alternative financing, (Bi) participating in meetings, due diligence sessions, road shows and lender presentations, (ii) assisting with the preparation of materials for rating agencies and rating agency presentations, lender and investor presentations bank information memoranda and similar documents required in connection with the Debt Financing, (iii) furnishing to Parent and providing reasonable its debt financing sources with pertinent and customary authorization letters information regarding the Company and its Subsidiaries, in each case reasonably requested in writing by Parent, including any information required by bank regulatory authorities and (A) all information (other than the information specified in clause (B) below), including consolidated financial statements and other financial information of the Company, of the type required by Regulation S-X and Regulation S-K under the 1933 Act for an offering of non-convertible debt securities registered with the SEC on Form S-1 (subject to exceptions customary for a private placement of secured or unsecured non-convertible high-yield debt securities pursuant to Rule 144A promulgated under the Securities Act), including any information that would be required by (I) Sections 3-10 and 3-16 of Regulation S-X, (II) Item 402 of Regulation S-K, and (III) information regarding executive compensation and related party disclosure related to SEC Release Nos. 33-8732A, 34-54302A and IC-27444A), (B)(I) a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Company as of, and for the 12-month period ending on, the last day of the most recently completed four-fiscal quarter period ended at least 45 days (or 90 days, in case such four-fiscal quarter period is the end of the Company’s fiscal year) prior to the Debt Closing Date, prepared after giving effect to the Merger and the Financing Source authorizing as if the distribution Merger and the Financing had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income) and as if Regulation S-X under the Securities Act were applicable to such pro forma balance sheet and statement of income, only if Parent or Merger Subsidiary has provided the Company information relating to prospective lenders the proposed debt and containing customary informationequity capitalization and a preliminary allocation of purchase price in accordance with ASC 805, “Business Combinations” prior to the date pro forma financial statements are required to be delivered, which information will include (A) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by the Parent to be reflected in such pro forma financial statements and (B) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma financial statements, which assumptions shall be the responsibility of Parent, and (II) summary financial data of the type and form customarily included in a preliminary offering memorandum for an offering of secured or unsecured non-convertible high-yield debt securities pursuant to Rule 144A promulgated under the Securities Act, (C) preparing and furnishing the Buyer and the Debt Financing Source with all required financial information and assisting, and using commercially reasonable efforts data that would be necessary for the lead arrangers to cause accounting advisors receive customary (in connection with an offering of secured or unsecured non-convertible high-yield debt securities pursuant to Rule 144A promulgated under the Securities Act) “comfort” letters from the independent accountants of the Company to assistin connection with such an offering, in the preparation of pro forma financial statements reasonably requested by the Buyer and the Debt Financing Source, (D) preparing and furnishing to the Buyer and the Debt Financing Source as promptly as practicable all other information and disclosures relating data reasonably necessary for Parent to satisfy the conditions set forth in the Debt Financing Commitment (collectively, the “Required Information”), (iv) obtaining any legal opinions, comfort letters and financing documents as reasonably requested in writing by Parent, (v) obtaining such consents, approvals and authorizations which are reasonably requested by Parent to permit pledging of collateral and providing customary materials that facilitate the perfection or enforcement of liens on the assets of the Company and or any of its Subsidiaries in connection with the Debt Financing, (vi) assisting in the preparation of, and executing and delivering definitive financing agreements, including guarantees, collateral documents and customary pay-off letters, lien releases and instruments of discharge, perfection certificates and officer’s certificates, as are customary in financings of such type (including its businesses, operations, a certificate of an appropriate financial projections officer of the Company with respect to solvency) and prospects) other agreements as may be reasonably requested by Parent or the Buyersources of Financing), (Evii) obtaining accountantsreasonably cooperating with the marketing efforts of Parent and its financing sources for all or any portion of the Debt Financing, including designating members of senior management of the Company to participate in a reasonable number of presentations, road shows, due diligence sessions and customary meetings and sessions with financing sources and ratings agencies in connection with the Financing, (viii) providing requested authorization letters to the financing sources, (ix) cooperating with the financing sources’ comfort letters customary securities underwriting and consentssecured lending due diligence investigation, as reasonably requested by the Buyer including providing “know your customer” and Patriot Act documents, and (Fx) using commercially reasonable efforts assisting Parent and Merger Subsidiary to obtain such consentsprocure prior to or concurrent with the launch of syndication, approvalsat Parent’s expense, authorizationsratings for the Debt Financing from each of Standard & Poor’s Ratings Services and Xxxxx’x Investor Services, certificates and instruments fromInc. Neither the Company nor any of its Subsidiaries will be required, and under the provisions of this Section 7.05(c) or otherwise in connection with any Financing, to make all necessary registrations, notifications and filings with, commit to take any Person action that is not contingent upon the Closing (including the entry into any agreement) or Governmental Authority which may that would be reasonably requested by effective prior to the Buyer Effective Time or that would otherwise subject it to actual or potential liability in connection with any Financing. Nothing contained in this Section 7.05(c) or otherwise will require the Company to be an issuer or other obligor with respect to any Financing prior to the Effective Time. (d) To the extent required in connection with the Debt Financing Commitment, the Debt Financing Agreement or the terms of any alternative financing, the Company hereby consents to the use of its and collateral arrangementsits Subsidiaries’ logos solely for the purpose of obtaining the Debt Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective intellectual property rights. (e) Parent and Merger Subsidiary each acknowledge and agree that the obtaining of the Debt Financing is not a condition to the Closing.

Debt Financing Commitment. (a) The Buyer agrees to Parent and Merger Subsidiary shall use its commercially their respective reasonable best efforts to (i) satisfy obtain the Debt Financing on a timely basis all the terms and conditions set forth in the Debt Financing Commitment Letter that are applicable (or terms not materially less favorable, in the aggregate, to Parent and Merger Subsidiary taken as a whole (including with respect to the Buyerconditionality thereof)) (provided, that, Parent and Merger Subsidiary may replace or amend the Debt Financing Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Debt Financing Commitment as of the date hereof, or otherwise so long as the terms would not adversely impact the ability of Parent and Merger Subsidiary to timely consummate the transactions contemplated hereby or the likelihood of the consummation of the transactions contemplated hereby), including by using reasonable best efforts to (iii) enter into maintain in effect the Debt Financing Commitment and negotiate a definitive agreements agreement (collectively, the “Debt Financing Agreement”) with respect to the Debt Financing Commitment on the terms and conditions substantially set forth in accordance with the Debt Financing Commitment Letter (or on terms not materially less favorable, in the aggregate, to Parent and Merger Subsidiary, taken as a whole, (including with respect to the conditionality thereof (as determined in the good faith judgment of Parent)) than the terms and conditions in the Debt Financing Commitment), (ii) ensure the accuracy of all representations and warranties of Parent or Merger Subsidiary set forth in the Debt Financing Commitment or Debt Financing Agreement, (iii) comply with all covenants and agreements of Parent or Merger Subsidiary set forth in the Debt Financing Commitment or Debt Financing Agreement, (iv) satisfy on a timely basis all conditions applicable to Parent or Merger Subsidiary set forth in the Debt Financing Commitment or Debt Financing Agreement that are within their control and (v) upon satisfaction of such conditions and the other conditions set forth in Section 9.01 and Section 9.02 (other than those conditions that by their nature are to be satisfied at the Closing, subject to the fulfillment or waiver of those conditions), to consummate the Debt Financing no later at or prior to the Closing (and in any event prior to the Outside Date). In the event that all conditions in the Debt Financing Commitment (other than the Closingavailability of funding of any of the financing contemplated under the Equity Financing Commitments) have been satisfied or, upon funding will be satisfied, each of Parent and Merger Subsidiary shall use its reasonable best efforts to cause the lender party to the Debt Financing Commitment to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under the Debt Financing Commitment. Except as expressly provided in Section 7.06(c), nothing contained in Sections 7.06(a)-(b) or elsewhere in this Agreement shall require Parent or Merger Subsidiary to (i) bring any enforcement action against the counterparty to the Debt Financing Commitment, (ii) seek the Debt Financing from any source other than the counterparty to the Debt Financing Commitment, or in any amount in excess of that contemplated by, the Debt Financing Commitment, (iii) except as otherwise set forth in this Agreement, pay any fees in excess of those contemplated by the Debt Financing Commitment (whether to secure waiver of any conditions contained therein or otherwise), or (iv) amend, alter or waive any of the terms or conditions of the Debt Financing Commitment or the Debt Financing Agreement. Parent will furnish to the Company correct and complete copies of any Debt Financing Agreement or any Alternative Debt Financing Commitment (as defined below) and, in each case, ancillary documents thereto (redacted to the extent necessary to comply with confidentiality agreements, provided that such redacted information does not relate to the amounts or conditionality of, or contain any conditions precedent to, the funding of the Debt Financing). (b) The Buyer Upon the Company’s reasonable request, Parent shall inform the Company regarding all material activity concerning the Debt Financing, including any material adverse change with respect to the Debt Financing. Without limiting the foregoing, each of Parent and Merger Subsidiary agrees to notify the Company promptly promptly, and in any event within one (1) Business Day, if at any time prior to the Closing Date (i) the a Debt Financing Commitment Letter shall expire expires or be is terminated for any reasonreason (or if any person attempts or purports to terminate a Debt Financing Commitment, whether or not such attempted or purported termination is valid), (ii) the lender refuses to provide all or any portion of the Debt Financing Source notifies the Buyer in writing that such source no longer intends to provide financing to the Buyer contemplated by a Debt Financing Commitment on the terms set forth therein, or (iii) for any reason Parent or Merger Subsidiary no longer believes in good faith that it will be able to obtain all or any portion of the Debt Financing on substantially the terms described in the Debt Financing Commitments. The Buyer Neither Parent nor Merger Subsidiary shall, nor shall notit permit any of its Affiliates to, without the prior written consent of the Company, amendtake any action or enter into any transaction, alter including any merger, acquisition, joint venture, disposition, lease, contract or replacedebt or equity financing, that could reasonably be expected to impair, delay or prevent consummation of all or any portion of the Debt Financing. Neither Parent nor Merger Subsidiary shall amend or alter, or agree to amendamend or alter, alter or replace, the Debt Commitment Letter if such amendment, alteration or replacement (i) reduces the aggregate amount of the Debt Financing, unless the Buyer can demonstrate to the reasonable satisfaction of the Company that it has funds available to it from other sources, or (ii) imposes new or additional material conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the a Debt Financing Commitment in a any manner that would reasonably be expected to (x) materially impair, delay or prevent the Closing Date, or (y) make transactions contemplated by this Agreement without the funding prior written consent of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) materially less likely to occur; provided that the Buyer may amend or replace the Debt Commitment Letter to add lenders, lead arrangers, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date hereofCompany. (c) If all or any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in a Debt Financing Commitment or Debt Financing Agreement other than due to a breach of the Debt Commitment Letter, the Buyer shall promptly notify representations and warranties or covenants of the Company or a failure of a condition to be satisfied by the Company, each of Parent and Merger Subsidiary shall use its commercially reasonable best efforts to arrange to promptly obtain a new debt financing commitment such Debt Financing from alternative debt sources on terms not less favorable to Parent and conditions no less favorable, Merger Subsidiary (as determined in the aggregategood faith judgment of Parent) in an amount sufficient, when added to the Buyer portion of the Financing that is available (assuming the Company and its Subsidiaries have on hand immediately prior to the Effective Time cash and cash equivalents in an amount sufficient to consummate satisfy the transactions contemplated hereby at the condition to Closing promptly following the occurrence of such event. The Buyer shall promptly deliver set forth in Section 9.02(h)), to the Company complete and correct copies of pay in cash all agreements pursuant to which any such alternative source shall have committed to provide the Buyer with any portion of the Debt Financing. For purposes of this Section 5.13 and Section 4.6, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted by this Section 5.13 amounts required to be amended, altered or replaced and references to “Debt Commitment Letter” shall include such documents as permitted paid by this Section 5.13 to be amended, altered or replaced, in each case from and after such amendment, alteration or replacement. (d) Prior to the ClosingParent, the Company agrees to provide, Surviving Corporation and shall use its commercially reasonable efforts to cause the officers, employees and advisors (including legal and accounting advisors) of the Company to provide, to the Buyer all cooperation reasonably requested by the Buyer in connection with (i) the Debt Financing and the other transactions contemplated hereby and thereby and (ii) the Buyer’s satisfaction of the conditions in the Debt Commitment Letter, including (A) participation in meetings, presentations, road shows, drafting sessions and sessions with rating agencies, including direct contact between senior management and representatives and advisors of the Company and its Subsidiaries and the Debt Financing Source and potential lenders and investors in the Debt Financing, (B) assisting with the preparation of materials for rating agencies and rating agency presentations, lender and investor presentations and similar documents required Merger Subsidiary in connection with the Debt Financing, and providing reasonable and customary authorization letters to the Debt Financing Source authorizing the distribution of information to prospective lenders and containing customary information, (C) preparing and furnishing the Buyer and the Debt Financing Source with all required financial information and assisting, and using commercially reasonable efforts to cause accounting advisors of the Company to assist, in the preparation of pro forma financial statements reasonably requested by the Buyer and the Debt Financing Source, (D) preparing and furnishing to the Buyer and the Debt Financing Source as promptly as practicable all other information and disclosures relating to the Company and its Subsidiaries (including its businesses, operations, financial projections and prospects) as may be reasonably requested by the Buyer, (E) obtaining accountants’ comfort letters and consents, as reasonably requested by the Buyer and (F) using commercially reasonable efforts to obtain such consents, approvals, authorizations, certificates and instruments from, and to make all necessary registrations, notifications and filings with, any Person or Governmental Authority which may be reasonably requested by the Buyer in connection with the Debt Financing and collateral arrangements.transactions contemplated

Debt Financing Commitment. (a) The Buyer agrees to Parent and Merger Subsidiary shall use its commercially their respective reasonable best efforts to (i) satisfy obtain the Debt Financing on a timely basis all the terms and conditions set forth in the Debt Financing Commitment Letter that are applicable (or terms not materially less favorable, in the aggregate, to Parent and Merger Subsidiary taken as a whole (including with respect to the Buyerconditionality thereof)) (provided, that, Parent and Merger Subsidiary may replace or amend the Debt Financing Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Debt Financing Commitment as of the date hereof, or otherwise so long as the terms would not adversely impact the ability of Parent and Merger Subsidiary to timely consummate the transactions contemplated hereby or the likelihood of the consummation of the transactions contemplated hereby), including by using reasonable best efforts to (iii) enter into maintain in effect the Debt Financing Commitment and negotiate a definitive agreements agreement (collectively, the “Debt Financing Agreement”) with respect to the Debt Financing Commitment on the terms and conditions substantially set forth in accordance with the Debt Financing Commitment Letter (or on terms not materially less favorable, in the aggregate, to Parent and Merger Subsidiary, taken as a whole, (including with respect to the conditionality thereof) than the terms and conditions in the Debt Financing Commitment), (ii) ensure the accuracy of all representations and warranties of Parent or Merger Subsidiary set forth in the Debt Financing Commitment or Debt Financing Agreement, (iii) comply with all covenants and agreements of Parent or Merger Subsidiary set forth in the Debt Financing Commitment or Debt Financing Agreement, (iv) satisfy on a timely basis all conditions applicable to Parent or Merger Subsidiary set forth in the Debt Financing Commitment or Debt Financing Agreement that are within their control and (v) upon satisfaction of such conditions and the other conditions set forth in Section 9.01 and Section 9.02 (other than those conditions that by their nature are to be satisfied at the Closing, subject to the fulfillment or waiver of those conditions), to consummate the Debt Financing no later at or prior to the Closing (and in any event prior to the Outside Date). In the event that all conditions in the Debt Financing Commitment (other than the Closingavailability of funding of any of the financing contemplated under the Equity Financing Commitment) have been satisfied or, upon funding will be satisfied, each of Parent and Merger Subsidiary shall use its reasonable best efforts to cause the lenders party to the Debt Financing Commitment to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under the Debt Financing Commitment. Parent will furnish to the Company correct and complete copies of any Debt Financing Agreement or any Alternative Debt Financing Commitment (as defined below) and, in each case, ancillary documents thereto (redacted to the extent necessary to comply with confidentiality agreements; provided, however, that such redacted information does not relate to the amounts or conditionality of, or contain any conditions precedent to, the funding of the Debt Financing). (b) The Buyer Parent shall keep the Company reasonably informed with respect to all material activity concerning the Debt Financing and shall give the Company prompt notice of any material adverse change with respect to the Debt Financing. Without limiting the foregoing, each of Parent and Merger Subsidiary agrees to notify the Company promptly promptly, and in any event within three (3) Business Days, if at any time prior to the Closing Date (i) the a Debt Financing Commitment Letter shall expire expires or be is terminated for any reasonreason (or if any person attempts or purports to terminate a Debt Financing Commitment, whether or not such attempted or purported termination is valid), (ii) a lender refuses to provide all or any portion of the Debt Financing Source notifies the Buyer in writing that such source no longer intends to provide financing to the Buyer contemplated by a Debt Financing Commitment on the terms set forth therein, or (iii) for any reason Parent or Merger Subsidiary no longer believes in good faith that it will be able to obtain all or any portion of the Debt Financing on substantially the terms described in the Debt Financing Commitments. The Buyer Neither Parent nor Merger Subsidiary shall, nor shall notit permit any of its Affiliates to, without the prior written consent of the Company, amendtake any action or enter into any transaction, alter including any merger, acquisition, joint venture, disposition, lease, contract or replacedebt or equity financing, that could reasonably be expected to impair, delay or prevent consummation of all or any portion of the Debt Financing. Neither Parent nor Merger Subsidiary shall amend or alter, or agree to amendamend or alter, alter or replace, the Debt Commitment Letter if such amendment, alteration or replacement (i) reduces the aggregate amount of the Debt Financing, unless the Buyer can demonstrate to the reasonable satisfaction of the Company that it has funds available to it from other sources, or (ii) imposes new or additional material conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the a Debt Financing Commitment in a any manner that would reasonably be expected to (x) materially impair, delay or prevent the Closing Date, or (y) make transactions contemplated by this Agreement without the funding prior written consent of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) materially less likely to occur; provided that the Buyer may amend or replace the Debt Commitment Letter to add lenders, lead arrangers, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date hereofCompany. (c) If all or any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the a Debt Financing Commitment Letteror Debt Financing Agreement, the Buyer shall promptly notify the Company each of Parent and Merger Subsidiary shall use its commercially reasonable best efforts to arrange to promptly obtain such Debt Financing from alternative sources in an amount sufficient, when added to the portion of the Financing that is available, to pay in cash all amounts required to be paid by Parent, the Surviving Corporation and Merger Subsidiary in connection with the transactions contemplated by this Agreement, including the Merger Consideration, the Option Consideration, the Restricted Stock Consideration and all payments, fees and expenses related to or arising out of the transactions contemplated by this Agreement (“Alternative Debt Financing”) and to obtain a new debt financing commitment from alternative debt sources letter (the “Alternative Debt Financing Commitment”) and a new definitive agreement with respect thereto (the “Alternative Debt Financing Agreement”) that provides for financing on terms and conditions no not materially less favorable, in the aggregate, to the Buyer Parent and Merger Subsidiary taken as a whole and in an amount sufficient that is sufficient, when added to consummate the portion of the Financing that is available together with any cash or cash equivalents held by the Company as of the Effective Time, to pay in cash all amounts required to be paid by Parent, the Surviving Corporation and Merger Subsidiary in connection with the transactions contemplated hereby at by this Agreement, including the Closing promptly following Merger Consideration, the occurrence Option Consideration, the Restricted Stock Consideration and all payments, fees and expenses related to or arising out of the transactions contemplated by this Agreement. In such event. The Buyer shall promptly deliver to , the Company complete and correct copies of all agreements pursuant to which any such alternative source shall have committed to provide the Buyer with any portion of the Debt Financing. For purposes of this Section 5.13 and Section 4.6, references to term “Debt Financing” as used in this Agreement shall be deemed to include any Alternative Debt Financing, the financing contemplated by the Debt Commitment Letter as permitted by this Section 5.13 to be amended, altered or replaced and references to term “Debt Commitment LetterFinancing Commitment” as used in this Agreement shall be deemed to include such documents any Alternative Debt Financing Commitment, and the term “Debt Financing Agreement” as permitted by used in this Section 5.13 Agreement shall be deemed to be amended, altered or replaced, in each case from and after such amendment, alteration or replacementinclude any Alternative Debt Financing Agreement. (d) Prior to the Closing, the Company agrees to shall provide, and shall cause its Subsidiaries to, and shall use its commercially reasonable best efforts to cause the respective officers, employees and advisors (other Representatives, including legal and accounting advisors) of the Company to provideadvisors to, to the Buyer provide all cooperation reasonably requested by the Buyer Parent in connection with (i) the Debt Financing and the other transactions contemplated hereby and thereby and (ii) the Buyer’s satisfaction of the conditions in the Debt Commitment Letter, including (A) participation in meetings, presentations, road shows, drafting sessions and sessions with rating agencies, including direct contact between senior management and representatives and advisors of the Company and its Subsidiaries and the Debt Financing Source and potential lenders and investors in the Debt Financing, including (Bi) assisting with the preparation for, and participating in, customary meetings, presentations and due diligence sessions, (ii) assisting with the preparation of materials for rating agencies and rating agency presentationsbank information memoranda (including the delivery of one or more customary representation letters), lender and investor presentations private placement memoranda, prospectuses and similar documents required in connection with the Debt Financing, (iii) executing and providing reasonable delivering any pledge and customary authorization letters to the Debt Financing Source authorizing the distribution of information to prospective lenders and containing customary informationsecurity documents, (C) preparing and furnishing the Buyer and the Debt Financing Source with all required financial information and assistingother definitive financing documents, and using commercially reasonable efforts to cause accounting advisors of the Company to assistor other certificates, in the preparation of pro forma financial statements reasonably requested by the Buyer and the Debt Financing Source, (D) preparing and furnishing to the Buyer and the Debt Financing Source as promptly as practicable all other information and disclosures relating to the Company and its Subsidiaries (including its businesses, operations, financial projections and prospects) opinions or documents as may be reasonably requested by Parent (including a certificate of the Buyerchief financial officer of the Company or any of its Subsidiaries with respect to solvency matters) and consents of accountants for use of their reports in any materials relating to the Debt Financing) and otherwise reasonably facilitating the pledging of collateral, (E) obtaining accountants’ comfort letters and consents, as reasonably requested by the Buyer and (Fiv) using commercially reasonable efforts to obtain such consentsaccountants’ comfort letters, approvalslegal opinions as reasonably requested by Parent, authorizations(v) taking all actions reasonably necessary to (A) permit the prospective lenders involved in the Financing to evaluate the Company’s inventory, certificates properties, current assets, cash management and instruments fromaccounting systems, policies and procedures relating thereto, and to make assist the prospective lenders with field audits and collateral and asset examinations, in each case for the purpose of establishing collateral eligibility and values and (B) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing and (vi) taking all corporate actions necessary registrationsto permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Surviving Corporation, notifications and filings with, any Person including the entering into of one or Governmental Authority which may be reasonably requested by the Buyer more credit agreements or other instruments on terms satisfactory to Parent in connection with the Debt Financing immediately prior to, and collateral arrangementsconditioned upon the occurrence of, the Effective Time to the extent the direct borrowing or debt incurrence by the Company is contemplated in the Debt Financing Commitment; provided, however, that (A) nothing herein shall require such cooperation to the extent it would interfere unreasonably with the ongoing business or operations of the Company or its Subsidiaries and (B) neither the Company nor any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability in connection with the financings contemplated by the Debt Financing Commitment prior to the Effective Time. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company or its Subsidiaries in connection with such cooperation. All non-public or otherwise confidential information regarding the Company obtained by Parent or Merger Subsidiary or any of their respective Representatives pursuant to this Section 8.09(d) shall be kept confidential in accordance with the Confidentiality Agreement. Parent and Merger Subsidiary shall, on a joint and several basis, indemnify and hold harmless the Company and its Subsidiaries from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the Debt Financing (other than to the extent that such losses arise from the gross negligence or willful misconduct of the Company, any of its Subsidiaries or any of their respective Representatives) and any information utilized in connection therewith (other than information provided by the Company or any of its Subsidiaries). (e) The Company shall deliver to Parent a certificate executed by the chief financial officer of the Company setting forth Consolidated EBITDA (as defined in Section 8.09(e) of the Company Disclosure Schedule) for the month ended June 30, 2010 and each month thereafter, together with supporting calculations in reasonable detail, by twenty (20) days following the end of each such month.

Debt Financing Commitment. (a) The Buyer agrees to Parent and Merger Subsidiary shall use its commercially their respective reasonable best efforts to (i) satisfy obtain the Debt Financing on a timely basis all the terms and conditions set forth in the Debt Financing Commitment Letter that are applicable (or terms not materially less favorable, in the aggregate, to Parent and Merger Subsidiary taken as a whole (including with respect to the Buyerconditionality thereof)) (provided, that, Parent and Merger Subsidiary may replace or amend the Debt Financing Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Debt Financing Commitment as of the date hereof, or otherwise so long as the terms would not adversely impact the ability of Parent and Merger Subsidiary to timely consummate the transactions contemplated hereby or the likelihood of the consummation of the transactions contemplated hereby), including by using reasonable best efforts to (iii) enter into maintain in effect the Debt Financing Commitment and negotiate a definitive agreements agreement (collectively, the “Debt Financing Agreement”) with respect to the Debt Financing Commitment on the terms and conditions substantially set forth in accordance with the Debt Financing Commitment Letter (or on terms not materially less favorable, in the aggregate, to Parent and Merger Subsidiary, taken as a whole, (including with respect to the conditionality thereof (as determined in the good faith judgment of Parent)) than the terms and conditions in the Debt Financing Commitment), (ii) ensure the accuracy of all representations and warranties of Parent or Merger Subsidiary set forth in the Debt Financing Commitment or Debt Financing Agreement, (iii) comply with all covenants and agreements of Parent or Merger Subsidiary set forth in the Debt Financing Commitment or Debt Financing Agreement, (iv) satisfy on a timely basis all conditions applicable to Parent or Merger Subsidiary set forth in the Debt Financing Commitment or Debt Financing Agreement that are within their control and (v) upon satisfaction of such conditions and the other conditions set forth in Section 9.01 and Section 9.02 (other than those conditions that by their nature are to be satisfied at the Closing, subject to the fulfillment or waiver of those conditions), to consummate the Debt Financing no later at or prior to the Closing (and in any event prior to the Outside Date). In the event that all conditions in the Debt Financing Commitment (other than the Closingavailability of funding of any of the financing contemplated under the Equity Financing Commitments) have been satisfied or, upon funding will be satisfied, each of Parent and Merger Subsidiary shall use its reasonable best efforts to cause the lender party to the Debt Financing Commitment to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under the Debt Financing Commitment. Except as expressly provided in Section 7.06(c), nothing contained in Sections 7.06(a)-(b) or elsewhere in this Agreement shall require Parent or Merger Subsidiary to (i) bring any enforcement action against the counterparty to the Debt Financing Commitment, (ii) seek the Debt Financing from any source other than the counterparty to the Debt Financing Commitment, or in any amount in excess of that contemplated by, the Debt Financing Commitment, (iii) except as otherwise set forth in this Agreement, pay any fees in excess of those contemplated by the Debt Financing Commitment (whether to secure waiver of any conditions contained therein or otherwise), or (iv) amend, alter or waive any of the terms or conditions of the Debt Financing Commitment or the Debt Financing Agreement. Parent will furnish to the Company correct and complete copies of any Debt Financing Agreement or any Alternative Debt Financing Commitment (as defined below) and, in each case, ancillary documents thereto (redacted to the extent necessary to comply with confidentiality agreements, provided that such redacted information does not relate to the amounts or conditionality of, or contain any conditions precedent to, the funding of the Debt Financing). (b) The Buyer Upon the Company’s reasonable request, Parent shall inform the Company regarding all material activity concerning the Debt Financing, including any material adverse change with respect to the Debt Financing. Without limiting the foregoing, each of Parent and Merger Subsidiary agrees to notify the Company promptly promptly, and in any event within one (1) Business Day, if at any time prior to the Closing Date (i) the a Debt Financing Commitment Letter shall expire expires or be is terminated for any reasonreason (or if any person attempts or purports to terminate a Debt Financing Commitment, whether or not such attempted or purported termination is valid), (ii) the lender refuses to provide all or any portion of the Debt Financing Source notifies the Buyer in writing that such source no longer intends to provide financing to the Buyer contemplated by a Debt Financing Commitment on the terms set forth therein, or (iii) for any reason Parent or Merger Subsidiary no longer believes in good faith that it will be able to obtain all or any portion of the Debt Financing on substantially the terms described in the Debt Financing Commitments. The Buyer Neither Parent nor Merger Subsidiary shall, nor shall notit permit any of its Affiliates to, without the prior written consent of the Company, amendtake any action or enter into any transaction, alter including any merger, acquisition, joint venture, disposition, lease, contract or replacedebt or equity financing, that could reasonably be expected to impair, delay or prevent consummation of all or any portion of the Debt Financing. Neither Parent nor Merger Subsidiary shall amend or alter, or agree to amendamend or alter, alter or replace, the Debt Commitment Letter if such amendment, alteration or replacement (i) reduces the aggregate amount of the Debt Financing, unless the Buyer can demonstrate to the reasonable satisfaction of the Company that it has funds available to it from other sources, or (ii) imposes new or additional material conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the a Debt Financing Commitment in a any manner that would reasonably be expected to (x) materially impair, delay or prevent the Closing Date, or (y) make transactions contemplated by this Agreement without the funding prior written consent of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) materially less likely to occur; provided that the Buyer may amend or replace the Debt Commitment Letter to add lenders, lead arrangers, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date hereofCompany. (c) If all or any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in a Debt Financing Commitment or Debt Financing Agreement other than due to a breach of the Debt Commitment Letter, the Buyer shall promptly notify representations and warranties or covenants of the Company or a failure of a condition to be satisfied by the Company, each of Parent and Merger Subsidiary shall use its commercially reasonable best efforts to arrange to promptly obtain such Debt Financing from alternative sources on terms not less favorable to Parent and Merger Subsidiary (as determined in the good faith judgment of Parent) in an amount sufficient, when added to the portion of the Financing that is available (assuming the Company and its Subsidiaries have on hand immediately prior to the Effective Time cash and cash equivalents in an amount sufficient to satisfy the condition to Closing set forth in Section 9.02(h)), to pay in cash all amounts required to be paid by Parent, the Surviving Corporation and Merger Subsidiary in connection with the transactions contemplated by this Agreement, including the Merger Consideration, the Option Consideration, the Warrant Consideration and all payments, fees and expenses related to or arising out of the transactions contemplated by this Agreement (“Alternative Debt Financing”) and to obtain a new debt financing commitment from alternative debt sources letter (the “Alternative Debt Financing Commitment”) and a new definitive agreement with respect thereto (the “Alternative Debt Financing Agreement”) that provides for financing on terms and conditions no not materially less favorable, in the aggregate, to Parent and Merger Subsidiary taken as a whole and in an amount that is sufficient, when added to the Buyer portion of the Financing that is available (assuming the Company and its Subsidiaries have on hand immediately prior to the Effective Time cash and cash equivalents in an amount sufficient to consummate satisfy the condition to Closing set forth in Section 9.02(h)), to pay in cash all amounts required to be paid by Parent, the Surviving Corporation and Merger Subsidiary in connection with the transactions contemplated hereby at by this Agreement, including the Closing promptly following Merger Consideration, the occurrence Option Consideration, the Warrant Consideration and all payments, fees and expenses related to or arising out of the transactions contemplated by this Agreement. In such event. The Buyer shall promptly deliver to , the Company complete and correct copies of all agreements pursuant to which any such alternative source shall have committed to provide the Buyer with any portion of the Debt Financing. For purposes of this Section 5.13 and Section 4.6, references to term “Debt Financing” as used in this Agreement shall be deemed to include the financing contemplated by the Debt Commitment Letter as permitted by this Section 5.13 to be amended, altered or replaced and references to “Debt Commitment Letter” shall include such documents as permitted by this Section 5.13 to be amended, altered or replaced, in each case from and after such amendment, alteration or replacement. (d) Prior to the Closing, the Company agrees to provide, and shall use its commercially reasonable efforts to cause the officers, employees and advisors (including legal and accounting advisors) of the Company to provide, to the Buyer all cooperation reasonably requested by the Buyer in connection with (i) the Debt Financing and the other transactions contemplated hereby and thereby and (ii) the Buyer’s satisfaction of the conditions in the Debt Commitment Letter, including (A) participation in meetings, presentations, road shows, drafting sessions and sessions with rating agencies, including direct contact between senior management and representatives and advisors of the Company and its Subsidiaries and the Debt Financing Source and potential lenders and investors in the any Alternative Debt Financing, (B) assisting with the preparation of materials for rating agencies and rating agency presentations, lender and investor presentations and similar documents required term “Debt Financing Commitment” as used in connection with the this Agreement shall be deemed to include any Alternative Debt FinancingFinancing Commitment, and providing reasonable and customary authorization letters to the term “Debt Financing Source authorizing the distribution of information Agreement” as used in this Agreement shall be deemed to prospective lenders and containing customary information, (C) preparing and furnishing the Buyer and the include any Alternative Debt Financing Source with all required financial information and assisting, and using commercially reasonable efforts to cause accounting advisors of the Company to assist, in the preparation of pro forma financial statements reasonably requested by the Buyer and the Debt Financing Source, (D) preparing and furnishing to the Buyer and the Debt Financing Source as promptly as practicable all other information and disclosures relating to the Company and its Subsidiaries (including its businesses, operations, financial projections and prospects) as may be reasonably requested by the Buyer, (E) obtaining accountants’ comfort letters and consents, as reasonably requested by the Buyer and (F) using commercially reasonable efforts to obtain such consents, approvals, authorizations, certificates and instruments from, and to make all necessary registrations, notifications and filings with, any Person or Governmental Authority which may be reasonably requested by the Buyer in connection with the Debt Financing and collateral arrangementsAgreement.