Common use of Debt Financing Commitments Clause in Contracts

Debt Financing Commitments. (a) Buyer shall use its reasonable best efforts to obtain the Debt Financing on the terms and conditions set forth in the Debt Commitment Letters (or terms, including with respect to the conditionality thereof, not materially less favorable in the aggregate to Buyer than the terms and conditions in such Debt Commitment Letters), including by (i) using its reasonable best efforts to maintain in effect each Debt Commitment Letter and negotiate definitive agreements (collectively, the “Debt Financing Agreements”) with respect to each Debt Commitment Letter on the terms and conditions set forth in such Debt Commitment Letter (or on terms, including with respect to the conditionality thereof, not materially less favorable in the aggregate to Buyer than the terms and conditions in such Debt Commitment Letter), (ii) assuming the accuracy of all of the representations and warranties of PKI hereunder, ensuring the accuracy of all representations and warranties of Buyer set forth in each Debt Commitment Letter and Debt Financing Agreement, (iii) (subject to compliance by PKI and the other Sellers with their covenants and agreements hereunder (including Sections 4.5(a) and (b) and Section 4.7(d))) complying with all covenants and agreements of Buyer set forth in each Debt Commitment Letter and Debt Financing Agreement, (iv) satisfying on a timely basis all conditions applicable to Buyer set forth in each Debt Commitment Letter and Debt Financing Agreement that are within its control and (v) consummating the Debt Financing at or prior to the Closing (and in any event prior to the Outside Date). In the event that all conditions in the Debt Commitment Letters (other than the availability of funding of any of the Equity Financing) and the other conditions to Buyer’s obligations under this Agreement have been satisfied, or upon funding will be satisfied, Buyer shall use its reasonable best efforts to cause the lender party to each Debt Commitment Letter to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under such Debt Commitment Letter. Buyer will furnish correct and complete copies of any Debt Financing Agreement to PKI promptly upon its execution. (b) Buyer shall keep PKI reasonably informed concerning material developments relating to the Debt Financing and shall give PKI prompt notice of any material adverse change with respect to the Debt Financing. Without limiting the foregoing, Buyer agrees to notify PKI promptly, and in any event within one (1) Business Day, if at any time prior to the Closing Date (i) a Debt Commitment Letter expires or is terminated for any reason (or if any person attempts or purports in writing to terminate a Debt Commitment Letter, whether or not such attempted or purported termination is valid), (ii) the lender refuses to provide or expresses an intent to refuse to provide all or any portion of the Debt Financing contemplated by a Debt Commitment Letter to which it is a party on the terms set forth therein or (iii) Buyer 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 Commitment Letters. Without the prior written consent of PKI, Buyer shall not, nor shall it permit any of its Affiliates to enter into any merger, acquisition, joint venture, disposition or debt or equity financing that would reasonably be expected to impair, delay or prevent consummation of all or any portion of the Debt Financing. Without the prior written consent of PKI, Buyer shall not amend or alter, or agree to amend or alter, a Debt Commitment Letter in any manner that would reasonably be expected to impair, delay or prevent the Closing or make the funding of the Debt Financing less likely to occur. (c) If all or any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in a Debt Commitment Letter or a Debt Financing Agreement, Buyer shall use its reasonable best efforts to arrange to promptly obtain such Debt Financing from alternative sources on terms, including with respect to the conditionality thereof, not materially less favorable in the aggregate to Buyer than the terms and conditions in such Debt Commitment Letters and in an amount sufficient, when added to the portion of the Financing that is otherwise available, to pay in cash all amounts required to be paid by it in connection with the transactions contemplated by this Agreement, including the Purchase Price and all payments, fees and expenses of Buyer related to or arising out of the transactions contemplated by this Agreement (an “Alternative Debt Financing”) and to obtain one or more new financing commitment letters (each, an “Alternative Debt Commitment Letter”) and one or more new definitive agreements (each, an “Alternative Debt Financing Agreement”) providing therefor. In such event, the term “Debt Financing” as used in this Agreement shall be deemed to include any Alternative Debt Financing, the term “Debt Commitment Letters” as used in this Agreement shall be deemed to include any Alternative Debt Commitment Letter and the term “Debt Financing Agreement” as used in this Agreement shall be deemed to include any Alternative Debt Financing Agreement. Buyer will furnish correct and complete copies of any Alternative Debt Commitment Letter or Alternative Debt Financing Agreement to PKI promptly upon its execution. (d) PKI shall, and shall cause the Asset Sellers and the Business Subsidiaries to, make commercially reasonable efforts to provide Buyer with such cooperation in connection with the arrangement of the Debt Financing (including the syndication thereof (which syndication, for the avoidance of doubt, shall not be a prerequisite to funding of the Debt Financing)) as may be reasonably requested by Buyer, provided that (i) such requested cooperation does not unreasonably interfere with the ongoing operations of PKI and its Subsidiaries and (ii) neither PKI nor any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability (and, for avoidance of doubt, excluding any allocable overhead costs) in connection with the Debt Financing. Buyer shall, promptly upon request by PKI, reimburse PKI for all reasonable out-of-pocket costs incurred by PKI or any of its subsidiaries in connection with such cooperation. Such cooperation will include (A) assistance in Buyer’s preparation of any bank books, rating agency presentation materials or other similar offering materials in connection with the Debt Financing, (B) reasonably promptly responding to any diligence inquiries of the banks engaged for, or the lenders in, such Debt Financing, (C) providing Buyer with reasonable assistance in Buyer’s efforts to obtain subordination and non-disturbance agreements, landlord waivers, collateral access agreements, account control agreements, consents, and other customary agreements from the Business’ landlords, depositary banks or other third parties as may be requested by the sources of the Debt Financing, and (D) making appropriate officers and employees of the Business available, at such times and in such manner as to not unreasonably interfere with the normal operation of the Business, for participation in meetings with, or presentations to, prospective participants in such Debt Financing or the prospective rating agencies for such Debt Financing. All non-public or otherwise confidential information regarding PKI or its subsidiaries obtained by Buyer or its representatives pursuant to this Section 4.7(d) shall be kept confidential in accordance with the Confidentiality Agreement. Buyer shall indemnify and hold harmless PKI and its representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with the arrangement of the Financing and any information utilized in connection therewith (other than historical financial statements referenced in Section 2.6 and other historical information reasonably requested by Buyer and specifically approved in writing by PKI for use therein (such approval not to be unreasonably withheld or delayed)).

Debt Financing Commitments. (a) The Buyer and the Transitory Subsidiary acknowledge that they shall be fully responsible for obtaining the Debt Financing and each shall use its reasonable best efforts to obtain the Debt Financing on the terms and conditions set forth in the Debt Commitment Letters and shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under the Debt Commitment Letters, if such amendment, modification or waiver would (i) reduce the aggregate amount of the Debt Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing) unless the Equity Financing is increased by a corresponding amount, or (ii) impose new or additional conditions precedent, or otherwise amend, modify or expand any conditions precedent, to the receipt of the Debt Financing in a manner that would reasonably be expected to (A) prevent, delay or impair the Closing, (B) make the funding of the Debt Financing (or termssatisfaction of the conditions to obtaining the Debt Financing) less likely to occur, including or (C) adversely impact the ability of the Buyer or the Transitory Subsidiary to enforce its rights against the other parties to the Debt Commitment Letters, the ability of the Buyer or the Transitory Subsidiary to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby. Notwithstanding the foregoing, the Buyer and the Transitory Subsidiary may (but shall not be obligated to) (a) replace or amend the Debt Commitment Letters or Debt Financing Documents to add commercial banks, investment banks or other institutional investors as lenders, lead arrangers, bookrunners, syndication agents or Table of Contents similar entities with commitments thereunder that have not executed the Debt Commitment Letters as of the date hereof, if the addition of such additional parties, individually or in the aggregate, would not prevent, delay or impair the availability of the Debt Financing or the consummation of the transactions contemplated by this Agreement and (b) enter into additional financing commitment letters with respect to the conditionality thereoffinancing of the transactions contemplated by this Agreement, including commitments to enter into sale-leaseback financings with respect to Real Property (“Sale Leaseback Transactions”), provided that such commitment letters either (i) do not materially less favorable in reduce the aggregate amount of the Debt Financing committed pursuant to Buyer than the terms and conditions in such of the Debt Commitment Letters), including by or (iii) using if such commitments are reduced, such letters do not contain any new or additional conditions precedent other than those set forth in the Debt Commitment Letters or that would not adversely affect the ability of the Buyer or the Transitory Subsidiary to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby. Without limiting the foregoing, each of the Buyer and the Transitory Subsidiary shall use its reasonable best efforts to (1) maintain in effect each Debt Commitment Letter and negotiate definitive agreements (collectively, the “Debt Financing Agreements”) with respect to each Debt Commitment Letter on the Documents that contain terms and conditions set forth in such Debt Commitment Letter (or on termsterms not materially less favorable, in the aggregate, to the Buyer and the Transitory Subsidiary, taken as a whole, (including with respect to the conditionality thereof, not materially less favorable in the aggregate to Buyer ) than the terms and conditions in such Debt Commitment Letter), (ii2) assuming the accuracy of all of the representations and warranties of PKI hereunder, ensuring ensure the accuracy of all representations and warranties of the Buyer or the Transitory Subsidiary set forth in each a Debt Commitment Letter and Debt Financing AgreementLetter, (iii3) (subject to compliance by PKI and the other Sellers with their covenants and agreements hereunder (including Sections 4.5(a) and (b) and Section 4.7(d))) complying comply with all covenants and agreements of the Buyer or the Transitory Subsidiary set forth in each a Debt Commitment Letter and Debt Financing AgreementLetter, (iv4) satisfying satisfy on a timely basis all conditions applicable to the Buyer or the Transitory Subsidiary set forth in each a Debt Commitment Letter and Debt Financing Agreement (including by consummating the financing contemplated by the Equity Commitment Letter) that are within its their control and (v5) consummating consummate the Debt Financing at or prior to the Closing (and in any event on or prior to the Outside Date). In the event that all conditions precedent in the a Debt Commitment Letters Letter (other than the availability of funding of any of the financing contemplated under the Equity FinancingCommitment Letters) and the other conditions to Buyer’s obligations under this Agreement have been satisfiedsatisfied or, or upon funding will be satisfied, each of the Buyer and the Transitory Subsidiary shall use its reasonable best efforts to cause the lender lenders party to each the Debt Commitment Letter Letters to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under such Debt Commitment LetterLetter (including through litigation pursued in good faith). To the extent not done on or prior to the date hereof, the Buyer will furnish correct and complete copies of any Debt Commitment Letter or Debt Financing Agreement Document to PKI the Company promptly upon its their execution. (b) The Buyer shall keep PKI reasonably the Company informed upon request with respect to all material activity concerning material developments relating to the Debt Financing and shall give PKI the Company prompt notice if it becomes aware of any material adverse change with respect to the availability of Debt Financing. Without limiting the foregoing, each of the Buyer and the Transitory Subsidiary agrees to notify PKI the Company promptly, and in any event within one (1) Business Day, if at any time prior to the Closing Date (i) a Debt Commitment Letter expires or is terminated for any reason (or if any person attempts or purports in writing to terminate a Debt Commitment Letter, whether or not such attempted or purported termination is valid), (ii) the lender Buyer or the Transitory Subsidiary has actual knowledge of any breach or default by any party to any Debt Commitment Letter, (iii) the Buyer or the Transitory Subsidiary receives any written notice or other written communication from any Person with respect to any: (A) actual or potential breach, default, termination or repudiation by any party to any Debt Commitment Letter or (B) material dispute or disagreement between or among any parties to any Debt Commitment Letter; or (iv) a Financing Source refuses in writing to provide or provide, expresses an intent to refuse to provide provide, or expresses any material concern or reservation regarding its obligation and/or ability to provide, all or any portion of the Debt Financing contemplated by a Debt Commitment Letter to which it is a party on the terms set forth therein or (iii) therein. Neither the Buyer no longer believes in good faith that it will be able to obtain all or any portion of nor the Debt Financing on substantially the terms described in the Debt Commitment Letters. Without the prior written consent of PKI, Buyer shall notTransitory Subsidiary shall, nor shall it permit any of its Affiliates to to, without the prior written consent of the Company, take any action or enter into any transaction, including any merger, acquisition, joint venture, disposition disposition, lease, contract or debt or equity financing financing, that would could reasonably be expected to impair, delay or prevent consummation of all or any portion of the Debt Financing. Without the prior written consent of PKI, Buyer shall not amend or alter, or agree to amend or alter, a Debt Commitment Letter in any manner that would reasonably be expected to impair, delay or prevent the Closing or make the funding of the Debt Financing less likely to occur. (c) If all or any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in a Debt Commitment Letter or a Debt Financing AgreementLetter, each of the Buyer and the Transitory Subsidiary shall use its reasonable best efforts (i) to arrange to promptly obtain such Debt Financing from alternative sources on terms, including with respect to the conditionality thereof, not materially less favorable in the aggregate to Buyer than the terms and conditions in such Debt Commitment Letters and in an Table of Contents amount that is sufficient, when added to the portion of the Financing that is otherwise availableavailable and 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 it the Buyer, the Surviving Corporation and the Transitory Subsidiary in connection with the transactions contemplated by this Agreement, including the Purchase Price Merger Consideration, the Option Consideration and all payments, fees and expenses of Buyer related to or arising out of the transactions contemplated by this Agreement and (an “Alternative Debt Financing”ii) and to obtain one or more a new financing commitment letters (each, an “Alternative Debt Commitment Letter”) letter and one or more a new definitive agreements agreement with respect thereto that provides for financing on terms (eachincluding structure, covenants and pricing) not materially less favorable, in the aggregate, to the Buyer and the Transitory Subsidiary taken as a whole and in an “Alternative Debt amount that is sufficient, when added to the portion of the Financing Agreement”) providing therefor. In such eventthat 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 the Buyer, the term “Debt Financing” as used Surviving Corporation and the Transitory Subsidiary in connection with the transactions contemplated by this Agreement shall be deemed to include any Alternative Debt FinancingAgreement, including the Merger Consideration, the term “Debt Commitment Letters” as used in Option Consideration and all payments, fees and expenses related to or arising out of the transactions contemplated by this Agreement shall be deemed to include any Alternative Debt Commitment Letter and the term “Debt Financing Agreement” as used in this Agreement shall be deemed to include any Alternative Debt Financing Agreement. Buyer will furnish correct and complete copies of any Alternative Debt Commitment Letter or Alternative Debt Financing Agreement to PKI promptly upon its execution. (d) PKI shallThe Company agrees, at the Buyer’s sole cost and shall cause the Asset Sellers and the Business Subsidiaries toexpense, make commercially to use its reasonable best efforts to provide (and to cause its Subsidiaries and its and their respective personnel and advisors to use their reasonable best efforts to provide) the Buyer with such cooperation in connection with the arrangement financing of the Debt Financing Merger (including the syndication thereof (which syndication, for the avoidance of doubt, shall not be a prerequisite to funding of financings contemplated by the Debt Financing)Commitment Letters and any Sale-Leaseback Transaction) as may be reasonably requested by Buyerthe Buyer and as customary in connection with the arrangement of financing similar in all material respects to the Financing, provided that (i) such requested cooperation does not unreasonably interfere with no liability or obligation (including any liability or obligation to pay any commitment or other similar fee) of the ongoing operations Company or any of PKI and its Subsidiaries under any certificate, document or instrument shall be effective until the Effective Time and (ii) neither PKI nor none of the Company or any of its Subsidiaries shall be required to pay take any commitment action under any certificate, document or other similar fee instrument that is not contingent upon the Closing (including the entry into any agreement that is effective before the Effective Time) or incur that would be effective prior to the Effective Time, (ii) nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company or its Subsidiaries, (iii) none of the Company or any other liability of its Subsidiaries shall be required to issue any offering or information document and (andiv) nothing herein shall require such cooperation with respect to any Sale-Leaseback Transaction to the extent it would interfere unreasonably with the Company’s compliance with its obligation to provide cooperation with respect to the financings contemplated by the Debt Commitment Letters. Subject in all cases to the proviso to the immediately preceding sentence, for avoidance such cooperation shall include the following: (A) participating in a reasonable and limited number of doubtmeetings (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, excluding any allocable overhead costs) and prospective lenders and purchasers of, the Debt Financing and senior management and Representatives, with appropriate seniority and expertise, of the Company), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Debt Financing; (B) delivery to the Buyer, the Transitory Subsidiary and their Financing Sources of the Financing Information and the Sale-Leaseback Information as promptly as reasonably practicable following the Buyer’s request; (C) participation by senior management of the Company in the negotiation of, and (subject to clause (i) of the preceding sentence) the execution and delivery of Debt Financing Documents and Sale-Leaseback Documents; (D) using its reasonable best efforts to take such actions as are reasonably requested by the Buyer, the Transitory Subsidiary or their Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent contained in paragraphs 3, 4, 5, 6 and 9 of Exhibit E to the Debt Commitment Letter, including by providing the Buyer, the Transitory Subsidiary or the Financing Sources or their respective representatives timely access to any Real Property in order to take all actions necessary for the completion of the Sale-Leaseback Documents; and (E) using reasonable best efforts to arrange for customary payoff letters, lien terminations and instruments of discharge to be delivered at Closing providing for the payoff, discharge and termination on the Closing Date of all Indebtedness contemplated by the Debt Commitment Letters to be paid off, discharged and terminated on the Closing Date (the “Existing Company Debt”). The Company will provide to the Buyer, the Transitory Subsidiary and their Financing Sources such information as may be necessary so that the Financing Information, the Sale-Leaseback Information and Marketing Material are complete and correct in all material respects and do not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading. The Company hereby consents Table of Contents to the use of all of its and its subsidiaries’ logos in connection with the Debt Financing, provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or any of the Company Subsidiaries or the reputation or goodwill of the Company or any of the Company Subsidiaries and its or their marks. Notwithstanding anything to the contrary, the condition set forth in Section 7.2(b), as it applies to the Company’s obligations under this Section 5.4(d), shall be deemed satisfied unless there has occurred a knowing and willful material breach of its obligations under this Section 5.4(d). All non-public or otherwise confidential information regarding the Company obtained by the Buyer or the Transitory Subsidiary or any of their respective Representatives pursuant to this Section 5.4(d) shall be kept confidential in accordance with the Confidentiality Agreements; provided that the Company agrees that the Buyer and the Transitory Subsidiary may share non-public or otherwise confidential information with the Financing Sources, and that the Buyer, the Transitory Subsidiary and such Financing Sources may share such information with potential Financing Sources in connection with the marketing of the Debt Financing if the recipients of such information agree to customary confidentiality arrangements. The Buyer shall, promptly upon request by PKIthe Company, reimburse PKI the Company for all reasonable out-of-pocket costs incurred by PKI the Company or any of its subsidiaries in connection with such cooperation. Such cooperation will include (A) assistance in Buyer’s preparation of any bank books, rating agency presentation materials or other similar offering materials Subsidiaries in connection with the Debt Financing, (B) reasonably promptly responding to any diligence inquiries of the banks engaged for, or the lenders in, such Debt Financing, (C) providing Buyer with reasonable assistance in Buyer’s efforts to obtain subordination and non-disturbance agreements, landlord waivers, collateral access agreements, account control agreements, consents, and other customary agreements from the Business’ landlords, depositary banks or other third parties as may be requested cooperation contemplated by the sources of the Debt Financing, and (D) making appropriate officers and employees of the Business available, at such times and in such manner as to not unreasonably interfere with the normal operation of the Business, for participation in meetings with, or presentations to, prospective participants in such Debt Financing or the prospective rating agencies for such Debt Financing. All non-public or otherwise confidential information regarding PKI or its subsidiaries obtained by Buyer or its representatives pursuant to this Section 4.7(d) shall be kept confidential in accordance with 5.4(d). The Buyer and the Confidentiality Agreement. Buyer shall Transitory Subsidiary shall, on a joint and several basis, indemnify and hold harmless PKI the Company and its representatives Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with the arrangement of the Financing financings contemplated by the Commitment Letters and any information utilized in connection therewith (other than historical financial statements referenced in Section 2.6 and other historical information reasonably requested relating to the Company approved by Buyer and specifically approved in writing by PKI the Company for use therein (such approval not to be unreasonably withheld or delayed)therein). (e) For purposes of this Agreement:

Debt Financing Commitments. (a) Buyer Parent and Merger Sub shall, and shall use its commercially reasonable best efforts to cause each of their Affiliates to, use commercially reasonable efforts to take, or cause to be taken all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain and consummate the Debt Financing no later than the Closing Date, and shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under the Debt Commitment Letters, if such amendment, modification or waiver would: (i) reduce (or could have the effect of reducing) the aggregate committed amount of the Debt Financing contemplated by the Debt Commitment Letters (including by increasing the amount of fees to be paid or original issue discount of the Debt Financing) unless the Equity Financing is increased by a corresponding amount; (ii) expand on or impose new or additional conditions precedent, or otherwise amend, modify or expand any conditions precedent, to the receipt of the Debt Financing contemplated by the Debt Commitment Letters in a manner that would reasonably be expected to (A) prevent, delay or impair the Closing, (B) make the funding of such Debt Financing (or satisfaction of the conditions to obtaining such Debt Financing) less likely to occur, or (C) adversely impact the ability of Parent or Merger Sub to enforce its rights against the other parties to the Debt Commitment Letters, the ability of Parent or Merger Sub to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby; or (iii) otherwise reasonably be expected to make it less likely that the Debt Financing would be funded or would otherwise prevent, delay or impair the transactions contemplated by this Agreement or otherwise adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of Parent to consummate the transactions contemplated herein. Notwithstanding the foregoing, Parent and Merger Sub may (but shall not be obligated to) amend the Debt Commitment Letters or Debt Financing Documents to add commercial banks, investment banks or other institutional investors as lenders, lead arrangers, bookrunners, syndication agents or similar entities with commitments thereunder that have not executed the Debt Commitment Letters as of the date hereof, if the addition of such additional parties, individually or in the aggregate, is not reasonably expected to prevent, delay or impair the availability of the Debt Financing or the consummation of the transactions contemplated by this Agreement. The Company acknowledges that Parent and Merger Sub may enter into additional financing commitment letters and other documents with respect to the financing of the transactions contemplated by this Agreement, including in connection with a Notes Offering. Without limiting the foregoing, each of Parent and Merger Sub shall, and shall cause its Affiliates to, use its commercially reasonable efforts to consummate the Debt Financing no later than the Closing Date, including using its commercially reasonable efforts to: (1) maintain in effect each Debt Commitment Letter; (2) negotiate and enter into Debt Financing Documents consistent with the terms and conditions contained in the Debt Commitment Letter or such other terms that would not be prohibited by clauses (i) – (iii) in the immediately preceding paragraph (it being agreed that documentation with respect to any debt financing that is unsecured or subordinated shall not be required if the Notes Offering is consummated on or prior to the Closing Date); (3) comply with all covenants and agreements of Parent or Merger Sub set forth in the Debt Commitment Letters (or terms, including with respect Letter to the conditionality thereof, not materially less favorable extent a breach thereof would result in a failure of a condition precedent to the aggregate to Buyer than the terms and conditions in such Debt Commitment Letters), including by (i) using its reasonable best efforts to maintain in effect each Debt Commitment Letter and negotiate definitive agreements (collectively, the “Debt Financing Agreements”) with respect to each Debt Commitment Letter on or otherwise make the terms and conditions set forth in such Debt Commitment Letter (or on terms, including with respect to the conditionality thereof, not materially less favorable in the aggregate to Buyer than the terms and conditions in such Debt Commitment Letter), (ii) assuming the accuracy of all funding of the representations and warranties of PKI hereunder, ensuring the accuracy of all representations and warranties of Buyer set forth in each Debt Commitment Letter and Debt Financing Agreement, less likely to occur; (iii4) (subject to compliance by PKI and the other Sellers with their covenants and agreements hereunder (including Sections 4.5(a) and (b) and Section 4.7(d))) complying with all covenants and agreements of Buyer set forth in each Debt Commitment Letter and Debt Financing Agreement, (iv) satisfying satisfy on a timely basis all conditions applicable to Buyer Parent or Merger Sub set forth in each the Debt Commitment Letter and Debt Financing Agreement (including by consummating the financing contemplated by the Equity Commitment Letter) that are within its control and control; and (v5) consummating consummate the Debt Financing at or prior upon satisfaction of the conditions set forth in the Debt Commitment Letter to the Closing (and in any event prior extent necessary to consummate the Outside Date)transactions contemplated by this Agreement. In the event that all conditions precedent in the a Debt Commitment Letters Letter (other than the availability of funding of any of the financing contemplated under the Equity FinancingCommitment Letters) and the other conditions to Buyer’s obligations under this Agreement have been satisfiedsatisfied or, or upon funding will be satisfied, Buyer each of Parent and Merger Sub shall use its commercially reasonable best efforts to cause the lender lenders party to each the Debt Commitment Letter Letters to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under such Debt Commitment LetterAgreement. Buyer will furnish correct Parent shall promptly deliver to the Company a true and complete copies copy of any amendment, supplement, modification, replacement or waiver of the Commitment Letters or the Debt Financing Agreement Documents made prior to PKI promptly upon its executionthe Closing Date. (b) Buyer Parent shall keep PKI reasonably the Company informed upon reasonable request, in reasonable detail with respect to all material activity concerning material developments relating to the Debt Financing and (including status thereof), shall give PKI the Company prompt notice if it becomes aware of any material adverse change with respect to the availability of Debt FinancingFinancing and shall provide the Company copies of the Debt Financing Documents and such other information and documentation available to them as shall be reasonably requested by the Company for purposes of monitoring the progress of the financing activities. Without limiting the foregoing, Buyer each of Parent and Merger Sub agrees to notify PKI the Company promptly, and in any event within one (1) Business Day, if at any time prior to the Closing Date Date: (i) a Debt Commitment Letter expires or is terminated for any reason (or if any person Person attempts or purports in writing to terminate a Debt Commitment Letter, whether or not such attempted or purported termination is valid), ; (ii) the lender refuses Parent or Merger Sub has actual knowledge of any breach or default by any party to provide any Debt Commitment Letter; or (iii) Parent or expresses an intent Merger Sub receives any written notice or other communication from any Person with respect to refuse any: (A) actual or potential breach, default or termination by any party to provide all or any portion of the Debt Financing contemplated by a Debt Commitment Letter to which it is a party on the terms set forth therein or (iiiB) Buyer no longer believes in good faith that it will be able material dispute or disagreement between or among any parties to obtain all or any portion Debt Commitment Letter regarding satisfaction of a condition precedent to the availability of the Debt Financing on substantially the terms described in the Debt Commitment LettersClosing Date. Without the prior written consent of PKI, Buyer shall notNeither Parent nor Merger Sub shall, nor shall it permit any of its Affiliates to to, without the prior written consent of the Company, take any action or enter into any merger, acquisition, joint venture, disposition or debt or equity financing transaction that would reasonably be expected to impair, delay or prevent consummation of all or any portion of the Debt Financing. Without Notwithstanding anything to the prior written consent contrary herein, in no event will Parent or Merger Sub be under any obligation to disclose any information that is subject to attorney-client privilege (provided that the Parent and Merger Sub shall each use its commercially reasonable efforts to allow for such access or disclosure (or as much of PKI, Buyer shall not amend or alter, or agree to amend or alter, it as possible) in a Debt Commitment Letter in any manner that would reasonably be expected to impair, delay or prevent the Closing or make the funding does not result in a loss of the Debt Financing less likely to occurattorney-client privilege). (c) If all or any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in a Debt Commitment Letter or a Debt Financing AgreementLetter, Buyer each of Parent and Merger Sub shall use its commercially reasonable best efforts (i) to arrange to promptly obtain such Debt Financing from alternative sources on termsterms (including conditions, including with respect to the conditionality thereofstructure, covenants and pricing) not materially less favorable in the aggregate beneficial to Buyer than the terms and conditions in such Debt Commitment Letters and Parent, in an amount that is sufficient, when added to the portion of the Financing that is otherwise available, to pay in cash all amounts required to be paid by it Parent, the Surviving Company and Merger Sub in connection with the transactions contemplated by this Agreement, including the Purchase Price Merger Consideration, and all payments, fees and expenses of Buyer related to or arising out of the transactions contemplated by this Agreement and (an “Alternative Debt Financing”ii) and to obtain one or more a new financing commitment letters (each, an “Alternative Debt Commitment Letter”) letter and one or more a new definitive agreements (each, an “Alternative Debt Financing Agreement”) providing thereforagreement with respect thereto. In such event, the term “Debt Financing” as used Notwithstanding anything in this Agreement shall be deemed to include any Alternative Debt Financingthe contrary, each of Parent and Merger Sub expressly acknowledges and agrees that, subject to Section 9.10(b), neither the term “Debt Commitment Letters” as used in this Agreement shall be deemed to include any Alternative Debt Commitment Letter and availability nor terms of the term “Debt Financing Agreement” as used in this Agreement shall be deemed to include or any Alternative alternative Debt Financing Agreement. Buyer will furnish correct are conditions to the obligations of Parent and complete copies of any Alternative Debt Commitment Letter or Alternative Debt Financing Agreement Merger Sub to PKI promptly upon its executionconsummate the Merger. (d) PKI shallPrior to or, and shall cause to the Asset Sellers and extent applicable, concurrently with Closing, the Business Subsidiaries to, make Company agrees to use its commercially reasonable efforts to provide Buyer (and to use its commercially reasonable efforts to cause the Company Subsidiaries and its and their respective Representatives to use commercially reasonable efforts to provide) Parent with such cooperation that is reasonably necessary and customary in connection with the arrangement of the Debt Financing (including the syndication thereof (which syndication, for the avoidance of doubt, shall not be a prerequisite to funding of financings contemplated by the Debt Financing)Commitment Letters) as may be reasonably requested by Buyer, provided that Parent. Such cooperation shall include commercially reasonable efforts in respect of the following: (i) such requested cooperation does not unreasonably interfere with participation in, and assistance with, as applicable, the ongoing operations of PKI and its Subsidiaries and Marketing Efforts related to the Debt Financing; (ii) delivery to Parent, Merger Sub and their Financing Sources of the Financing Information and the Financing Deliverables as promptly as reasonably practicable following Parent’s request (or concurrently with the Closing to the extent set forth in the definition of “Financing Deliverables”); (iii) taking such actions as are reasonably requested by Parent or Merger Sub to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining the Debt Financing that are within the Company’s control; (iv) to cause its independent auditors to cooperate with the Debt Financing, including by using commercially reasonable efforts to provide the Specified Auditor Assistance; (v) upon reasonable request, to identify any material non-public information contained in the Marketing Material and comply with Regulation FD to the extent applicable to such material non-public information; (vi) deliver such due diligence materials as are reasonably available to it and as are reasonably requested by Parent and customarily delivered in connection with the Marketing Materials; and (vii) assist Parent with Parent’s preparation of pro forma and projected financial statements and financial information necessary to satisfy a condition to the Debt Financing set forth in the Debt Commitment Letters or customarily included in Marketing Material; provided, that, (a) neither PKI the Company, the Company Subsidiaries nor any of its and their respective Representatives shall be responsible in any manner for information relating to the proposed debt and equity capitalization of Parent or Merger Sub that may be included in such pro forma and projected financial information and (b) without limiting the assistance obligations set forth in this clause (vii), Parent and Merger Sub will be primarily responsible for the preparation of any such pro forma and projected financial information; provided that (A) no agreement executed by the Company shall be effective until the Effective Time and none of the Company or any of the Company Subsidiaries shall be required to pay take any commitment action under any such agreement that is not contingent upon the Closing or other similar fee or incur any other liability that would be effective prior to the Effective Time (and, for avoidance of doubt, excluding any allocable overhead costs) provided that the Company will execute customary authorization letters required by the Financing Sources in connection with the Debt Financing. Buyer shall, promptly upon request by PKI, reimburse PKI for all reasonable out-of-pocket costs incurred by PKI ) and (B) the foregoing provisions of this Section 5.06(d) shall not require cooperation to the extent it would: (i) interfere unreasonably with the business or operations of the Company or the Company Subsidiaries; (ii) cause any condition to Closing set forth in Sections 7.01 or 7.03 to not be satisfied or otherwise cause any breach of its subsidiaries this Agreement (including any representations or warranties thereunder); (iii) result in connection with such cooperation. Such cooperation will include (A) assistance in Buyer’s preparation of the Company or the Company Subsidiaries paying any bank books, rating agency presentation materials commitment or other similar offering materials fee prior to the Effective Time; (iv) cause the Company or the Company Subsidiaries to incur liability in connection with the Debt FinancingFinancing prior to the Effective Time; (v) cause any director, (B) reasonably promptly responding to any diligence inquiries officer or employee of the banks engaged forCompany or the Company Subsidiaries to incur any personal liability (including that none of the boards of directors (or equivalent bodies) of the Company and the Company Subsidiaries shall be required to enter into any resolutions or take similar action approving the Financing until the Closing has occurred); (vi) include any actions that Company reasonably believes would result in the contravention of, or that could reasonably be expected to result in a violation or breach of, or a default under, any Laws or under any material Contract to which the lenders in, such Debt Financing, Company or any Company Subsidiary is a party in effect on the date hereof; (Cvii) providing Buyer require the Company to provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any Company Subsidiaries or would otherwise be restricted from disclosure in accordance with reasonable assistance the proviso in Buyer’s efforts Section 6.02; (viii) require the delivery of any financial statements in a form or subject to obtain subordination and non-disturbance agreements, landlord waivers, collateral access agreements, account control agreements, consents, and a standard different than those provided to Parent on or prior to the date hereof or otherwise delivered pursuant to this Agreement or require the Company to prepare separate financial statements for any Company Subsidiary; (ix) involve approaching landlords or any other customary agreements from the Business’ landlords, depositary banks bailees or other third parties as may be requested by prior to Closing to discuss landlord waivers, leasehold mortgages, bailee waivers, estoppels or other agreements limiting the sources rights of such third parties, (x) involve consenting to the Debt Financing, and filing of UCC-1s prior to the Closing; or (Dxi) making appropriate officers and employees of require the Business available, at such times and in such manner as Company or any Company Subsidiary to not unreasonably interfere with the normal operation of the Business, for participation in meetings with, or presentations to, prospective participants in such Debt Financing or the prospective rating agencies for such Debt Financingdeliver any legal opinions. All non-public or otherwise confidential information regarding PKI or its subsidiaries the Company obtained by Buyer Parent or its representatives Merger Sub or any of their respective Representatives pursuant to this Section 4.7(d5.06(d) shall be kept confidential in accordance with the Confidentiality Agreement; provided that the Company agrees that Parent and Merger Sub may share non-public or otherwise confidential information with the Financing Sources, and that Parent, Merger Sub and such Financing Sources may share such information with potential Financing Sources in connection with the Marketing Efforts relating to the Debt Financing if the recipients of such information agree to customary confidentiality arrangements, including “click through” confidentiality agreements and confidentially provisions contained in customary bank books and offering memoranda provided that the Company has had an opportunity to review such confidentiality agreements and confidentiality provisions and such agreements or provisions provide confidentiality obligations under Regulation FD. Buyer shall Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out of pocket costs incurred by the Company or any of the Company Subsidiaries in connection with the cooperation contemplated by this Section 5.06(d) and Section 2.02(k). Parent and Merger Sub shall, on a joint and several basis, indemnify and hold harmless PKI the Company, its Affiliates and its representatives Representatives from and against any and all liabilities, obligations, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with the arrangement of the Financing financings contemplated by the Commitment Letters and any information utilized in connection therewith (other than historical financial statements referenced therewith, and the delivery of the payoff letters pursuant to Section 2.02(k). Notwithstanding anything to the contrary, the condition set forth in Section 2.6 7.03(b), as it applies to the Company’s obligations under this Section 5.06(d), shall be deemed satisfied unless there has occurred a knowing and other historical information reasonably requested by Buyer willful material breach of its obligations under this Section 5.06(d). The Company hereby consents to the use of all of its and specifically approved the Company Subsidiaries’ logos in writing by PKI for use therein (such approval connection with the Debt Financing, in accordance with customary practice and subject to any reasonable restrictions that the Company may impose; provided that the logos are used solely in a manner that is not to be unreasonably withheld or delayed)).intend

Debt Financing Commitments. (a) Buyer Parent and Merger Sub shall, and shall cause each of its Affiliates to, use its reasonable best efforts to take, or cause to be taken all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain and consummate the Debt Financing on the terms and conditions set forth in the Debt Commitment Letters no later than the Closing Date, and shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under the Debt Commitment Letters, if such amendment, modification or waiver would: (i) reduce (or termscould have the effect of reducing) the aggregate committed amount of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount of the Debt Financing) unless the Equity Financing is increased by a corresponding amount; (ii) expand on or impose new or additional conditions precedent, or otherwise amend, modify or expand any conditions precedent, to the receipt of the Debt Financing in a manner that would reasonably be expected to (A) prevent, delay or impair the Closing, (B) make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) less likely to occur, or (C) adversely impact the ability of Parent or Merger Sub to enforce its rights against the other parties to the Debt Commitment Letters, the ability of Parent or Merger Sub to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby; or (iii) otherwise reasonably be expected to make it less likely that the Debt Financing would be funded or would otherwise prevent, delay or impair the transactions contemplated by this Agreement or otherwise adversely affect (including with respect to timing, taking into account the conditionality thereofexpected timing of the Marketing Period) the ability of Parent to consummate the transactions contemplated herein. Notwithstanding the foregoing, Parent and Merger Sub may (but shall not materially less favorable be obligated to) amend the Debt Commitment Letters or Debt Financing Documents to add commercial banks, investment banks or other institutional investors as lenders, lead arrangers, bookrunners, syndication agents or similar entities with commitments thereunder that have not executed the Debt Commitment Letters as of the date hereof, if the addition of such additional parties, individually or in the aggregate aggregate, would not prevent, delay or impair the availability of the Debt Financing or the consummation of the transactions contemplated by this Agreement. The Company acknowledges that Parent and Merger Sub may enter into additional financing commitment letters with respect to Buyer than the terms and conditions in financing of the transactions contemplated by this Agreement, including commitments to enter into sale-leaseback financings with respect to Real Property (“Sale Leaseback Transactions”), provided that such commitment letters do not effect an amendment to the Debt Commitment Letters), including Letters prohibited by clauses (i) - (iii) above. Nothing herein restricts Parent’s or Merger Sub’s ability to enter into any such commitment letters, or other documentation, with respect to Sale-Leaseback Transactions. Without limiting the foregoing, each of Parent and Merger Sub shall, and shall cause its Affiliates to, use its reasonable best efforts to consummate the Debt Financing no later than the Closing Date, including using its reasonable best efforts to to: (1) maintain in effect each Debt Commitment Letter Letter; (2) negotiate and negotiate definitive agreements (collectively, the “enter into Debt Financing Agreements”) Documents consistent with respect to each Debt Commitment Letter on the terms and conditions set forth contained in such the Debt Commitment Letter or such other terms that would not be prohibited by clauses (or on terms, including i) – (iii) in the immediately preceding paragraph (it being agreed that documentation with respect to any bridge facility shall not be required if the conditionality thereof, not materially less favorable in notes offering contemplated by the aggregate to Buyer than the terms and conditions in such Debt Commitment Letter), (ii) assuming the accuracy of all of the representations and warranties of PKI hereunder, ensuring the accuracy of all representations and warranties of Buyer set forth in each Debt Commitment Letter and Debt Financing Agreement, is consummated on or prior to the Closing Date); (iii3) (subject to compliance by PKI and the other Sellers with their covenants and agreements hereunder (including Sections 4.5(a) and (b) and Section 4.7(d))) complying comply with all covenants and agreements of Buyer Parent or Merger Sub set forth in each the Debt Commitment Letter and to the extent a breach thereof would result in a failure of a condition precedent to the Debt Financing Agreement, or otherwise make the funding of the Debt Financing less likely to occur; (iv4) satisfying satisfy on a timely basis all conditions applicable to Buyer Parent or Merger Sub set forth in each the Debt Commitment Letter and Debt Financing Agreement (including by consummating the financing contemplated by the Equity Commitment Letter) that are within its control and control; and (v5) consummating consummate the Debt Financing at or prior to upon satisfaction of the Closing (and conditions set forth in any event prior to the Outside Date)Debt Commitment Letter. In the event that all conditions precedent in the a Debt Commitment Letters Letter (other than the availability of funding of any of the financing contemplated under the Equity FinancingCommitment Letters) and the other conditions to Buyer’s obligations under this Agreement have been satisfiedsatisfied or, or upon funding will be satisfied, Buyer each of Parent and Merger Sub shall use its reasonable best efforts to cause the lender lenders party to each the Debt Commitment Letter Letters to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under such Debt Commitment LetterLetter (including through litigation pursued in good faith). Buyer will furnish correct Parent shall promptly deliver to the Company a true and complete copies copy of any amendment, supplement, modification, replacement or waiver of the Commitment Letters or the Debt Financing Agreement to PKI promptly upon its executionDocuments. (b) Buyer Parent shall keep PKI reasonably the Company informed upon reasonable request, in reasonable detail with respect to all material activity concerning material developments relating to the Debt Financing and (including status thereof), shall give PKI the Company prompt notice if it becomes aware of any material adverse change with respect to the availability of Debt FinancingFinancing and shall provide the Company copies of the Debt Financing Documents and such other information and documentation available to them as shall be reasonably requested by the Company for purposes of monitoring the progress of the financing activities. Without limiting the foregoing, Buyer each of Parent and Merger Sub agrees to notify PKI the Company promptly, and in any event within one (1) Business Day, if at any time prior to the Closing Date Date: (i) a Debt Commitment Letter expires or is terminated for any reason (or if any person Person attempts or purports in writing to terminate a Debt Commitment Letter, whether or not such attempted or purported termination is valid), ; (ii) the lender refuses Parent or Merger Sub has actual knowledge of any breach or default by any party to provide any Debt Commitment Letter; or (iii) Parent or expresses an intent Merger Sub receives any written notice or other communication from any Person with respect to refuse any: (A) actual or potential breach, default or termination by any party to provide all or any portion of the Debt Financing contemplated by a Debt Commitment Letter to which it is a party on the terms set forth therein or (iiiB) Buyer no longer believes in good faith that it will be able material dispute or disagreement between or among any parties to obtain all or any portion Debt Commitment Letter regarding satisfaction of a condition precedent to the availability of the Debt Financing on substantially the terms described in the Debt Commitment LettersClosing Date. Without the prior written consent of PKI, Buyer shall notNeither Parent nor Merger Sub shall, nor shall it permit any of its Affiliates to to, without the prior written consent of the Company, take any action or enter into any merger, acquisition, joint venture, disposition or debt or equity financing transaction that would reasonably be expected to impair, delay or prevent consummation of all or any portion of the Debt Financing. Without Notwithstanding anything to the prior written consent contrary herein, in no event will Parent or Merger Sub be under any obligation to disclose any information that is subject to attorney-client privilege (provided that the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of PKI, Buyer shall not amend or alter, or agree to amend or alter, it as possible) in a Debt Commitment Letter in any manner that would reasonably be expected to impair, delay or prevent the Closing or make the funding does not result in a loss of the Debt Financing less likely to occurattorney-client privilege). (c) If all or any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in a Debt Commitment Letter or a Debt Financing AgreementLetter, Buyer each of Parent and Merger Sub shall use its reasonable best efforts (i) to arrange to promptly obtain such Debt Financing from alternative sources on termsterms (including conditions, including with respect to the conditionality thereofstructure, covenants and pricing) not materially less favorable in the aggregate beneficial to Buyer than the terms and conditions in such Debt Commitment Letters and Parent, in an amount that is sufficient, when added to the portion of the Financing that is otherwise available, to pay in cash all amounts required to be paid by it Parent, the Surviving Corporation and Merger Sub in connection with the transactions contemplated by this Agreement, including the Purchase Price Merger Consideration, and all payments, fees and expenses of Buyer related to or arising out of the transactions contemplated by this Agreement and (an “Alternative Debt Financing”ii) and to obtain one or more a new financing commitment letters (each, an “Alternative Debt Commitment Letter”) letter and one or more a new definitive agreements (each, an “Alternative Debt Financing Agreement”) providing thereforagreement with respect thereto. In such event, the term “Debt Financing” as used Notwithstanding anything in this Agreement shall be deemed to include any Alternative Debt Financingthe contrary, each of Parent and Merger Sub expressly acknowledges and agrees that neither the term “Debt Commitment Letters” as used in this Agreement shall be deemed to include any Alternative Debt Commitment Letter and availability nor terms of the term “Debt Financing Agreement” as used in this Agreement shall be deemed to include or the Rollover Investment or any Alternative alternative Debt Financing Agreement. Buyer will furnish correct are conditions to the obligations of Parent and complete copies of any Alternative Debt Commitment Letter or Alternative Debt Financing Agreement Merger Sub to PKI promptly upon its executionconsummate the Merger. (d) PKI shallPrior to Closing, and shall cause the Asset Sellers and the Business Subsidiaries to, make commercially Company agrees to use its reasonable best efforts to provide Buyer (and to cause the Company Subsidiaries and use its reasonable best efforts to cause its and their respective Representatives to use reasonable best efforts to provide) Parent with such cooperation that is reasonably necessary or customary in connection with the arrangement of the Debt Financing (including the syndication thereof (which syndication, for the avoidance of doubt, shall not be a prerequisite to funding of financings contemplated by the Debt Financing)Commitment Letters and any Sale Leaseback Transaction) as may be reasonably requested by BuyerParent. Such cooperation shall include reasonable best efforts in respect of the following: (i) participation in, and assistance with, as applicable, the Marketing Efforts related to the Debt Financing; (ii) delivery to Parent, Merger Sub and their Financing Sources of the Financing Information, the Financing Deliverables, and the Sale-Leaseback Information as promptly as reasonably practicable following Parent’s request; (iii) assistance to Parent in the negotiation of the Debt Financing Documents and Sale-Leaseback Documents, and (subject to the provisions below) execution and delivery of Sale-Leaseback Documents; (iv) taking such actions as are reasonably requested by Parent or Merger Sub to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining the Debt Financing that are within the Company’s control; (v) to cause its independent auditors to cooperate with the Debt Financing, including by using reasonable best efforts to provide the Specified Auditor Assistance; (vi) providing Parent, Merger Sub and the Financing Sources, or their respective representatives access to any Real Property at agreed upon times and following reasonable advance notice to Company in order to take all actions reasonably necessary or advisable in connection with the receipt of commitments with respect to sale-leaseback transactions and the completion of Sale-Leaseback Documents; (vii) providing the Required Bank Information (as defined in the Debt Commitment Letter); (viii) upon reasonable request, to identify any material non-public information contained in the Marketing Material and comply with Regulation FD to the extent applicable to such material non-public information; and (ix) deliver such due diligence materials as is reasonably available to it and as is reasonably requested by Parent and customarily delivered in connection with the Marketing Materials; provided that (iA) such requested cooperation does not unreasonably interfere with no agreement executed by the ongoing operations Company shall be effective until the Effective Time and none of PKI and its Subsidiaries and (ii) neither PKI nor the Company or any of its the Company Subsidiaries shall be required to pay take any commitment action under any such agreement that is not contingent upon the Closing or other similar fee or incur any other liability that would be effective prior to the Effective Time (and, for avoidance of doubt, excluding any allocable overhead costs) provided that the Company will execute customary authorization letters required by the Financing Sources in connection with the Debt Financing) and (B) the foregoing provisions shall not require cooperation to the extent it would (i) interfere unreasonably with the business or operations of the Company or the Company Subsidiaries, (ii) cause any condition to Closing set forth in Sections 7.01 or 7.03 to not be satisfied or otherwise cause any breach of this Agreement (including any representations or warranties thereunder), (ii) result in the Company or the Company Subsidiaries paying any commitment or other fee prior to the Effective Time, (iii) cause the Company or the Company Subsidiaries to incur liability in connection with the Financing prior to the Effective Time, (iv) cause any director, officer or employee of the Company or the Company Subsidiaries to incur any personal liability (including that none of the boards of directors (or equivalent bodies) of the Company and the Company Subsidiaries shall be required to enter into any resolutions or take similar action approving the Financing until the Closing has occurred), (v) result in the material contravention of, or that could reasonably be expected to result in a material violation or breach of, or a default under, any Laws or under any material Contract to which the Company or any Company Subsidiary is a party in effect on the date hereof, (vi) require the Company to provide access to or disclose information that the Company determines would jeopardize any attorney-client privilege of the Company or any Company Subsidiaries or would otherwise be restricted from disclosure in accordance with the proviso in Section 6.02 or (vii) require the Company to prepare separate financial statements for any Company Subsidiary. Buyer The Company hereby consents to the use of all of its and the Company Subsidiaries’ logos in connection with the Debt Financing, in accordance with customary practice and subject to any reasonable restrictions that the Company may impose; provided that the logos are used solely in a manner that is not intended, or reasonably likely, to harm or disparage the Company and the Company Subsidiaries or the reputation or the goodwill of the Company and the Company Subsidiaries. All non-public or otherwise confidential information regarding the Company obtained by Parent or Merger Sub or any of their respective Representatives pursuant to this Section 5.06(d) shall be kept confidential in accordance with the Confidentiality Agreement; provided that the Company agrees that Parent and Merger Sub may share non-public or otherwise confidential information with the Financing Sources, and that Parent, Merger Sub and such Financing Sources may share such information with potential Financing Sources in connection with the Marketing Efforts relating to the Debt Financing if the recipients of such information agree to customary confidentiality arrangements, including “click through” confidentiality agreements and confidentially provisions contained in customary bank books and offering memoranda provided that the Company has had an opportunity to review such confidentiality agreements and confidentiality provisions and such agreements or provisions provide confidentiality obligations under Regulation FD. Parent shall, promptly upon request by PKIthe Company, reimburse PKI the Company for all reasonable out-of-pocket costs incurred by PKI the Company or any of its subsidiaries in connection with such cooperation. Such cooperation will include (A) assistance in Buyer’s preparation of any bank books, rating agency presentation materials or other similar offering materials the Company Subsidiaries in connection with the Debt Financing, (B) reasonably promptly responding to any diligence inquiries of the banks engaged for, or the lenders in, such Debt Financing, (C) providing Buyer with reasonable assistance in Buyer’s efforts to obtain subordination and non-disturbance agreements, landlord waivers, collateral access agreements, account control agreements, consents, and other customary agreements from the Business’ landlords, depositary banks or other third parties as may be requested cooperation contemplated by the sources of the Debt Financing, and (D) making appropriate officers and employees of the Business available, at such times and in such manner as to not unreasonably interfere with the normal operation of the Business, for participation in meetings with, or presentations to, prospective participants in such Debt Financing or the prospective rating agencies for such Debt Financing. All non-public or otherwise confidential information regarding PKI or its subsidiaries obtained by Buyer or its representatives pursuant to this Section 4.7(d5.06(d) shall be kept confidential in accordance with the Confidentiality Agreementand Section 2.02(j). Buyer shall Parent and Merger Sub shall, on a joint and several basis, indemnify and hold harmless PKI the Company, its Affiliates and its representatives Representatives from and against any and all liabilities, obligations, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with the arrangement of the Financing financings contemplated by the Commitment Letters and any information utilized in connection therewith (other than historical financial statements referenced therewith, and the delivery of the payoff letters pursuant to Section 2.02(j). Notwithstanding anything to the contrary, the condition set forth in Section 2.6 7.03(b), as it applies to the Company’s obligations under this Section 5.06(d), shall be deemed satisfied unless there has occurred a knowing and other historical information reasonably requested by Buyer and specifically approved in writing by PKI for use therein (such approval not to be unreasonably withheld or delayed)willful material breach of its obligations under this Section 5.06(d).

Debt Financing Commitments. (a) The Buyer and the Transitory Subsidiary shall use its their respective reasonable best efforts to obtain the Debt Financing on the terms and conditions set forth in the Debt Commitment Letters Letter (or termsterms not materially less favorable, in the aggregate, to the Buyer and the Transitory Subsidiary taken as a whole (including with respect to the conditionality thereof)) (provided, that, Buyer and the Transitory Subsidiary may replace or amend the Debt Financing Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not materially less favorable in executed the aggregate to Buyer than Debt Financing Commitment Letters as of the date hereof, or otherwise so long as the terms would not adversely impact the ability of the Buyer and conditions in such Debt Commitment LettersTransitory Subsidiary to timely consummate the transactions contemplated hereby or the likelihood of the consummation of the transactions contemplated hereby), including by (i) using its reasonable best efforts to (i) maintain in effect each the Debt Commitment Letter and negotiate a definitive agreements agreement (collectively, the “Debt Financing Agreements”) with respect to each the Debt Commitment Letter on the terms and conditions set forth in such the Debt Commitment Letter (or on termsterms not materially less favorable, in the aggregate, to the Buyer and the Transitory Subsidiary, taken as a whole, (including with respect to the conditionality thereof, not materially less favorable in the aggregate to Buyer ) than the terms and conditions in such the Debt Commitment Letter), (ii) assuming the accuracy of all of the representations and warranties of PKI hereunder, ensuring ensure the accuracy of all representations and warranties of the Buyer or the Transitory Subsidiary set forth in each the Debt Commitment Letter and or Debt Financing Agreement, (iii) (subject to compliance by PKI and the other Sellers with their covenants and agreements hereunder (including Sections 4.5(a) and (b) and Section 4.7(d))) complying comply with all covenants and agreements of the Buyer or the Transitory Subsidiary set forth in each the Debt Commitment Letter and or Debt Financing Agreement, (iv) satisfying satisfy on a timely basis all conditions applicable to the Buyer or the Transitory Subsidiary set forth in each the Debt Commitment Letter and or Debt Financing Agreement that are within its their control and (v) consummating upon satisfaction of such conditions and the other conditions set forth in Section 7.1 and Section 7.2 (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 at or prior to the Closing (and in any event prior to the Outside Date). In the event that all conditions in the Debt Commitment Letters Letter (other than the availability of funding of any of the financing contemplated under the Equity FinancingCommitment Letter) and the other conditions to Buyer’s obligations under this Agreement have been satisfiedsatisfied or, or upon funding will be satisfied, each of the Buyer and the Transitory Subsidiary shall use its reasonable best efforts to cause the lender party to each the Debt Commitment Letter to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under such the Debt Commitment Letter. The Buyer will furnish to the Company correct and complete copies of any Debt Financing Agreement or any Alternative Debt Commitment Letter and, in each case, ancillary documents thereto (redacted to PKI promptly upon its executionthe 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 shall keep PKI the Company reasonably informed with respect to all material activity concerning material developments relating to the Debt Financing and shall give PKI the Company prompt notice of any material adverse change with respect to the Debt Financing. Without limiting the foregoing, each of the Buyer and the Transitory Subsidiary agrees to notify PKI the Company promptly, and in any event within one (1) Business Day, if at any time prior to the Closing Date (i) a Debt Commitment Letter expires or is terminated for any reason (or if any person attempts or purports in writing to terminate a Debt Commitment Letter, whether or not such attempted or purported termination is valid), (ii) the lender refuses to provide or expresses an intent to refuse to provide all or any portion of the Debt Financing contemplated by a Debt Commitment Letter to which it is a party on the terms set forth therein -25- therein, or (iii) for any reason the Buyer or the Transitory 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 Commitment Letters. Without Neither the prior written consent of PKI, Buyer shall notnor the Transitory Subsidiary shall, nor shall it permit any of its Affiliates to to, without the prior written consent of the Company, take any action or enter into any transaction, including any merger, acquisition, joint venture, disposition disposition, lease, contract or debt or equity financing financing, that would could reasonably be expected to impair, delay or prevent consummation of all or any portion of the Debt Financing. Without Neither the prior written consent of PKI, Buyer nor the Transitory Subsidiary shall not amend or alter, or agree to amend or alter, a Debt Commitment Letter in any manner that would reasonably be expected to materially impair, delay or prevent the Closing or make transactions contemplated by this Agreement without the funding prior written consent of the Debt Financing less likely to occurCompany. (c) If all or any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in a Debt Commitment Letter or a Debt Financing Agreement, each of the Buyer and the Transitory Subsidiary shall use its reasonable best efforts to arrange to promptly obtain such Debt Financing from alternative sources on terms, including with respect to the conditionality thereof, not materially less favorable in the aggregate to Buyer than the terms and conditions in such Debt Commitment Letters and in an amount sufficient, when added to the portion of the Financing that is otherwise available, to pay in cash all amounts required to be paid by it the Buyer, the Surviving Corporation and the Transitory Subsidiary in connection with the transactions contemplated by this Agreement, including the Purchase Price Merger Consideration, the Option Consideration and all payments, fees and expenses of Buyer related to or arising out of the transactions contemplated by this Agreement (an “Alternative Debt Financing”) and to obtain one or more a new financing commitment letters letter (each, an the “Alternative Debt Commitment Letter”) and one or more a new definitive agreements agreement with respect thereto (each, an the “Alternative Debt Financing Agreement”) providing thereforthat provides for financing on terms not materially less favorable, in the aggregate, to the Buyer and the Transitory Subsidiary taken as a whole and in an amount that is sufficient, when added to 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 the Buyer, the Surviving Corporation and the Transitory Subsidiary in connection with the transactions contemplated by this Agreement, including the Merger Consideration, the Option Consideration and all payments, fees and expenses related to or arising out of the transactions contemplated by this Agreement. In such event, the term “Debt Financing” as used in this Agreement shall be deemed to include any Alternative Debt Financing, the term “Debt Commitment LettersLetter” as used in this Agreement shall be deemed to include any Alternative Debt Commitment Letter Letter, and the term “Debt Financing Agreement” as used in this Agreement shall be deemed to include any Alternative Debt Financing Agreement. Buyer will furnish correct and complete copies of any Alternative Debt Commitment Letter or Alternative Debt Financing Agreement to PKI promptly upon its execution. (d) PKI shallThe Company agrees to, and shall cause the Asset Sellers and the Business Company Subsidiaries to, make and shall use its commercially reasonable efforts to cause their respective representatives, including legal and accounting advisors to, provide the Buyer with such cooperation in connection with the arrangement of the Debt Financing (including the syndication thereof (which syndication, for the avoidance of doubt, shall not be a prerequisite to funding of financings contemplated by the Debt Financing)) Commitment Letters as may be reasonably requested by the Buyer, including (i) assisting in the preparation for, and participating in, a reasonable number of meetings, presentations, due diligence sessions and similar presentations to and with rating agencies and the parties acting as lead arrangers or agents for, and prospective purchasers and lenders of, the Debt Financing, (ii) assisting with the preparation of materials for rating agency presentations, offering documents, information memoranda (including the delivery of one or more customary representation letters), and similar documents required in connection with the Financing, (iii) executing and delivering any pledge and security documents, other definitive financing documents, or other certificates, opinions or documents as may be reasonably requested by the Buyer and otherwise reasonably facilitating the pledging of collateral (including a certificate of the chief financial officer of the Company or any Subsidiary with respect to solvency matters), using commercially reasonable efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing, (iv) furnishing the Buyer and its Financing sources with the financial statements and financial data of the Company required by paragraph (ii) under the heading “Conditions to Close” in Exhibit A to the Debt Commitment Letter, (v) using commercially reasonable efforts to obtain surveys and title insurance as reasonably requested by the Buyer in order to facilitate the Debt Financing and (vi) taking all corporate actions necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available to the Surviving Corporation, including the entering into of one or more credit agreements or other instruments on terms satisfactory to the Buyer in connection with the Debt Financing immediately prior to, and conditioned upon the occurrence of, the Effective Time to the extent the direct borrowing or debt incurrence by the Company is contemplated in the Debt Commitment Letters; provided that (i) such requested cooperation does not unreasonably interfere with the ongoing operations of PKI the Company and its Subsidiaries and Subsidiaries, (ii) neither PKI the Company nor any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability (and, for avoidance of doubt, excluding any allocable overhead costs) in connection -26- with the financings contemplated by the Debt FinancingCommitment Letter prior to the Effective Time, (iii) such cooperation shall not require preparation of any pro forma financial information by the Company, and (iv) no participation in any road shows shall be required. If the Closing should not occur by the Outside Date, the Buyer shall, promptly upon request by PKIthe Company, reimburse PKI the Company for all reasonable and documented out-of-pocket costs incurred by PKI the Company or any of its subsidiaries Subsidiaries in connection with such cooperation. Such cooperation will include (A) assistance in Buyer’s preparation of any bank books, rating agency presentation materials or other similar offering materials in connection with the Debt Financing, (B) reasonably promptly responding to any diligence inquiries of the banks engaged for, or the lenders in, such Debt Financing, (C) providing Buyer with reasonable assistance in Buyer’s efforts to obtain subordination and non-disturbance agreements, landlord waivers, collateral access agreements, account control agreements, consents, and other customary agreements from the Business’ landlords, depositary banks or other third parties as may be requested by the sources of the Debt Financing, and (D) making appropriate officers and employees of the Business available, at such times and in such manner as to not unreasonably interfere with the normal operation of the Business, for participation in meetings with, or presentations to, prospective participants in such Debt Financing or the prospective rating agencies for such Debt Financing. All non-public or otherwise confidential information regarding PKI or its subsidiaries the Company obtained by the Buyer or its representatives the Transitory Subsidiary or any of their respective Representatives pursuant to this Section 4.7(d5.4(d) shall be kept confidential in accordance with the Confidentiality Agreement. The Buyer shall indemnify and hold harmless PKI the Company and its representatives Subsidiaries from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of 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 historical financial statements referenced information provided by the Company or the Company Subsidiaries). The Company hereby consents to the reasonable use of its and the Company Subsidiaries’ logos in connection with the Debt Financing, provided that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or any of the Company Subsidiaries or the reputation or goodwill of the Company or any of the Company Subsidiaries and its or their marks. (e) The Buyer and the Transitory Subsidiary each acknowledge and agree that the obtaining of the Debt Financing is not a condition to the Closing. (f) The Company shall deliver to the Buyer a certificate executed by the Chief Financial Officer of the Company setting forth Adjusted EBITDA (as defined in Section 2.6 5.4(f) of the Company Disclosure Schedule) for the month ended December 31, 2009 and other historical information reasonably requested each month thereafter, together with supporting calculations in reasonable detail, by Buyer and specifically approved in writing by PKI for use therein twenty (20) days following the end of each such approval not to be unreasonably withheld or delayed))month.

Debt Financing Commitments. (a) Buyer Subject to the terms and conditions of this Agreement, Purchaser acknowledges that it shall use its commercially reasonable best efforts to obtain the Debt Financing on the terms and conditions set forth in the Debt Commitment Letters (or terms, including with respect to the conditionality thereof, not materially less favorable in the aggregate to Buyer than the terms and conditions in such Debt Commitment LettersPurchaser), including by using commercially reasonable efforts to (i) using its reasonable best efforts to maintain in effect each Debt Commitment Letter and negotiate negotiating a definitive agreements agreement (collectively, the “Debt Financing Agreements”) with respect to each Debt Commitment Letter on the terms and conditions set forth in such Debt Commitment Letter (or on terms, including with respect to the conditionality thereof, not materially less favorable in the aggregate to Buyer Purchaser than the terms and conditions in such Debt Commitment Letter), (ii) assuming the accuracy of all of the representations and warranties of PKI hereunder, ensuring the accuracy of all representations and warranties of Buyer set forth in each Debt Commitment Letter and Debt Financing Agreement, (iii) (subject to compliance by PKI and the other Sellers with their covenants and agreements hereunder (including Sections 4.5(a) and (b) and Section 4.7(d))) complying comply with all covenants and agreements of Buyer set forth in each Debt Commitment Letter and Debt Financing Agreement, (iv) satisfying on a timely basis all conditions applicable to Buyer Purchaser set forth in each Debt Commitment Letter and Debt Financing Agreement that are within its control and (viii) consummating consummate the Debt Financing at or prior to the Closing (and in any event prior to the Outside Date)Closing. In the event that all conditions in the a Debt Commitment Letters Letter (other than the availability of funding of any of the Equity Financing) and the other conditions to Buyer’s obligations under this Agreement have been satisfied), or upon funding will be satisfied, Buyer Purchaser shall use its commercially reasonable best efforts to cause the lender party to each such Debt Commitment Letter to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under such Debt Commitment Letter. Buyer Purchaser will furnish correct and complete copies of any Debt Financing Agreement to PKI Casella promptly upon its executionthe execution thereof; provided, however, that Purchaser shall not have any obligation under this Section 6.21 after the End Date (it being understood that on such date Purchaser may terminate any actions it has taken pursuant to this Section 6.21). (b) Buyer Purchaser shall keep PKI reasonably Casella informed with respect to all material activity concerning material developments relating to the Debt Financing and shall give PKI Casella prompt notice of any material adverse change with respect to the Debt Financing. Without limiting the foregoing, Buyer Purchaser agrees to notify PKI Casella promptly, and in any event within one (1) Business Day, if at any time prior to the Closing Date (i) a Debt Commitment Letter expires or is terminated for any reason (or if any person attempts or purports in writing to terminate a Debt Commitment Letter, whether or not such attempted or purported termination is valid), (ii) the lender refuses to provide or provide, expresses an intent to refuse to provide or expresses any concern or reservation regarding its obligation or ability to provide all or any portion of the Debt Financing contemplated by a Debt Commitment Letter to which it is a party on the terms conditions set forth therein or (iii) Buyer for any reason Purchaser 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 Commitment Letters. Without the prior written consent of PKICasella (which consent shall not be unreasonably withheld, Buyer conditioned or delayed), Purchaser shall not, nor shall it permit any of its controlled Affiliates to to, take any action or enter into any transaction, including any merger, acquisition, joint venture, disposition disposition, lease, contract or debt or equity financing financing, that would could reasonably be expected to impair, delay or prevent consummation of all or any portion of the Debt Financing. Without the prior written consent of PKICasella, Buyer Purchaser shall not amend or alter, or agree to amend or alter, a Debt Commitment Letter in any manner that would reasonably be expected to impair, delay or prevent the Closing or make the funding of the Debt Financing less likely to occurtransactions contemplated by this Agreement. (c) If all or any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in a Debt Commitment Letter or a Debt Financing Agreement, Buyer until the End Date, Purchaser shall use its commercially reasonable best efforts to arrange to promptly obtain such Debt Financing from alternative sources on terms, including with respect to the conditionality thereof, not materially less favorable in the aggregate to Buyer than the terms and conditions in such Debt Commitment Letters Purchaser and in an amount sufficient, when added to the portion of the Financing that is otherwise available, together with any cash and cash equivalents held by Purchaser as of the Closing, to pay in cash all amounts required to be paid by it in connection with the transactions contemplated by this Agreement, including the Initial Purchase Price or Final Purchase Price, as applicable, and all payments, fees and expenses of Buyer Purchaser related to or arising out of the transactions contemplated by this Agreement (an “Alternative Debt Financing”) and to obtain one or more new financing commitment letters (each, an “Alternative Debt Commitment Letter”) and one or more new definitive agreements (each, an “Alternative Debt Financing Agreement”) providing therefor. In such event, the term “Debt Financing” as used in this Agreement shall be deemed to include any Alternative Debt Financing, the term “Debt Commitment Letters” as used in this Agreement shall be deemed to include any Alternative Debt Commitment Letter and the term “Debt Financing Agreement” as used in this Agreement shall be deemed to include any Alternative Debt Financing Agreement. Buyer Purchaser will furnish correct and complete copies of any Alternative Debt Commitment Letter or Alternative Debt Financing Agreement to PKI Casella promptly upon its execution. (d) PKI shall, and shall cause the Asset Sellers and the Business Subsidiaries to, make commercially reasonable efforts Casella agrees to provide Buyer Purchaser with such cooperation in connection with the arrangement of the Debt Financing (including the syndication thereof (which syndication, for the avoidance of doubt, shall not be a prerequisite to funding of the Debt Financing)) as may be reasonably requested by BuyerPurchaser and to use its commercially reasonable efforts to cause appropriate officers and employees of Seller, provided that the Companies and their respective Subsidiaries (i) such requested cooperation does not unreasonably interfere to be available on a customary basis to meet with the ongoing operations of PKI and its Subsidiaries and prospective lenders, (ii) to assist with the preparation of disclosure documents, offering documents, information memoranda, projections and similar documents in connection therewith, (iii) to furnish Purchaser and Purchaser’s financing sources with financial statements and financial and other pertinent information regarding the Companies and their Subsidiaries, as may be reasonably requested by Purchaser, (iv) to execute and deliver any definitive financing documentation, security documents, hedging arrangements, customary certificates, legal opinions (which may be reasoned, if counsel reasonably believes it cannot give the opinion otherwise) or other documents as may be reasonably requested by Purchaser in connection with the financing for the transactions contemplated hereby, in each case which will become effective only on or after the Closing, (v) to take such reasonable actions as may be required to facilitate the pledge of collateral to secure such financing (including cooperation in connection with the pay-off of existing Indebtedness and the release of Liens related thereto), (vi) to obtain all waivers, consents and approvals from other parties to Contracts and Liens to which the Companies or any of their respective Subsidiaries is a party or by which any of them, their assets or properties or the Purchased Assets are bound or subject, and (vii) to take all other actions necessary to permit the consummation of the financing contemplated by Commitment Letters. Notwithstanding the foregoing, neither PKI Casella nor any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability (and, for avoidance of doubt, excluding any allocable overhead costs) in connection with the Debt Financing. Buyer Purchaser shall, promptly upon request by PKICasella, reimburse PKI Casella for all reasonable out-of-pocket costs incurred by PKI Casella or any of its subsidiaries in connection with such cooperation. Such cooperation will include (A) assistance in Buyer’s preparation of any bank books, rating agency presentation materials or other similar offering materials in connection with the Debt Financing, (B) reasonably promptly responding to any diligence inquiries of the banks engaged for, or the lenders in, such Debt Financing, (C) providing Buyer with reasonable assistance in Buyer’s efforts to obtain subordination and non-disturbance agreements, landlord waivers, collateral access agreements, account control agreements, consents, and other customary agreements from the Business’ landlords, depositary banks or other third parties as may be requested by the sources of the Debt Financing, and (D) making appropriate officers and employees of the Business available, at such times and in such manner as to not unreasonably interfere with the normal operation of the Business, for participation in meetings with, or presentations to, prospective participants in such Debt Financing or the prospective rating agencies for such Debt Financing. All non-public or otherwise confidential information regarding PKI Casella or its subsidiaries Subsidiaries obtained by Buyer Purchaser or its representatives or financing sources pursuant to this Section 4.7(d6.21(d) shall be kept confidential in accordance with the Confidentiality Agreement. Buyer . (e) Notwithstanding anything to the contrary contained in this Agreement nothing in this Section 6.21 shall indemnify require, and hold harmless PKI and its representatives from and against in no event shall commercially reasonable efforts of Purchaser be deemed or construed to require, Purchaser to (i) incur the Debt Financing on terms materially less favorable, in the aggregate, to Purchaser than those contained in the Debt Commitment Letter or (ii) pay any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered fees in excess of those contemplated by the Debt Commitment Letters (whether to secure waiver of any conditions contained therein or incurred by any of them in connection with the arrangement of the Financing and any information utilized in connection therewith (other than historical financial statements referenced in Section 2.6 and other historical information reasonably requested by Buyer and specifically approved in writing by PKI for use therein (such approval not to be unreasonably withheld or delayed)otherwise).

Debt Financing Commitments. (a) The Buyer and the Transitory Subsidiary acknowledge that they shall be fully responsible for obtaining the Debt Financing and each shall use its reasonable best efforts to obtain the Debt Financing on the terms and conditions set forth in the Debt Commitment Letters and shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under the Debt Commitment Letters, if such amendment, modification or waiver would (i) reduce the aggregate amount of the Debt Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing) unless the Equity Financing is increased by a corresponding amount or (ii) impose new or additional conditions, or otherwise amend, modify or expand any conditions, to the receipt of the Debt Financing in a manner that would reasonably be expected to (A) prevent, materially delay or impair the Closing, (B) make the funding of the Debt Financing (or termssatisfaction of the conditions to obtaining the Debt Financing) less likely to occur, including with respect or (C) adversely impact the ability of the Buyer or the Transitory Subsidiary to enforce its rights against the other parties to the conditionality thereofDebt Commitment Letters, not materially less favorable the ability of the Buyer or the Transitory Subsidiary to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby; for the avoidance of doubt, the Buyer and the Transitory Subsidiary may replace or amend the Debt Commitment Letters or Debt Financing Documents to add commercial banks, investment banks or other institutional investors as lenders, lead arrangers, bookrunners, syndication agents or similar entities with commitments thereunder and increase the amount of such commitments in an amount equivalent to the purchase price in connection with any acquisition permitted hereby and undertaken in compliance herewith; provided, further, that the Company’s consent to any amendment to the Debt Commitment Letters that reduces the aggregate to Buyer than the terms and conditions in amount of Debt Financing available under such Debt Commitment Letters)Letters shall not be unreasonably withheld if, including by concurrently therewith, the Company shall enter into additional commitment letters providing for debt financing in the amount of such proposed reduction. (ib) using Without limiting the foregoing, each of the Buyer and the Transitory Subsidiary shall use its reasonable best efforts to (1) maintain in effect each Debt Commitment Letter and negotiate definitive agreements (collectively, the “Debt Financing Agreements”) with respect to each Debt Commitment Letter on the Documents that contain terms and conditions set forth in such Debt Commitment Letter (or on termsterms not materially less favorable, in the aggregate, to the Buyer and the Transitory Subsidiary, taken as a whole, (including with respect to the conditionality thereof, not materially less favorable in the aggregate to Buyer ) than the terms and conditions in such Debt Commitment Letter), (ii2) assuming the accuracy of comply with all covenants and agreements of the representations and warranties of PKI hereunder, ensuring Buyer or the accuracy of all representations and warranties of Buyer Transitory Subsidiary set forth in each Debt Commitment Letter and Debt Financing Agreementthat are within its control, (iii3) (subject to compliance by PKI and the other Sellers with their covenants and agreements hereunder (including Sections 4.5(a) and (b) and Section 4.7(d))) complying with all covenants and agreements of Buyer set forth in each Debt Commitment Letter and Debt Financing Agreement, (iv) satisfying satisfy on a timely basis all conditions applicable to the Buyer or the Transitory Subsidiary set forth in each Debt Commitment Letter (including by consummating the financing contemplated by the Equity Commitment Letter upon terms and Debt Financing Agreement conditions pursuant thereto) that are within its their control and (v4) consummating in the event that all of the conditions to the Debt Commitment Letter have been satisfied (other than the availability of funding of any of the financing contemplated under the Equity Commitment Letter) consummate the Debt Financing at or prior to the Closing (and in any event on or prior to the Outside Date). In the event that all conditions precedent in the a Debt Commitment Letters Letter (other than the availability of funding of any of the financing contemplated under the Equity FinancingCommitment Letter) and the other conditions to Buyer’s obligations under this Agreement have been satisfiedsatisfied or, or upon funding will be satisfied, each of the Buyer and the Transitory Subsidiary shall use its reasonable best efforts to cause the lender lenders party to each the Debt Commitment Letter Letters to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under such Debt Commitment Letter. To the extent not done on or prior to the date hereof, the Buyer will furnish correct and complete copies of any each Debt Financing Agreement Commitment Letter to PKI the Company promptly upon its execution. (bc) The Buyer shall keep PKI the Company reasonably informed concerning material developments relating upon request with respect to the status of its efforts to consummate the Debt Financing and shall give PKI the Company prompt notice of any material adverse change with respect to if it becomes aware that the Debt FinancingFinancing has become unavailable. Without limiting the foregoing, each of the Buyer and the Transitory Subsidiary agrees to notify PKI the Company promptly, and in any event within one (1) Business Day, if at any time prior to the Closing Date (i) a Debt Commitment Letter expires or is terminated for any reason (or if any person attempts or purports in writing to terminate a Debt Commitment Letter, whether or not such attempted or purported termination is valid), (ii) the lender Buyer or the Transitory Subsidiary has actual knowledge of any breach or default by any party to any Debt Commitment Letter, (iii) the Buyer or the Transitory Subsidiary receives any written notice or other written communication from any person with respect to any breach, default, termination or repudiation by any party to any Debt Commitment Letter or (iv) a Financing Source refuses in writing to provide or provide, expresses an intent in writing to refuse to provide provide, or expresses in writing any material concern or reservation regarding its obligation and/or ability to provide, all or any portion of the Debt Financing contemplated by a Debt Commitment Letter to which it is a party on the terms set forth therein or (iii) Buyer 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 Commitment Letters. Without the prior written consent of PKI, Buyer shall not, nor shall it permit any of its Affiliates to enter into any merger, acquisition, joint venture, disposition or debt or equity financing that would reasonably be expected to impair, delay or prevent consummation of all or any portion of the Debt Financing. Without the prior written consent of PKI, Buyer shall not amend or alter, or agree to amend or alter, a Debt Commitment Letter in any manner that would reasonably be expected to impair, delay or prevent the Closing or make the funding of the Debt Financing less likely to occurtherein. (cd) If all or any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in a Debt Commitment Letter or a Debt Financing AgreementLetter, each of the Buyer and the Transitory Subsidiary shall use its reasonable best efforts (i) to arrange to promptly obtain such Debt Financing from alternative sources on terms, including with respect to the conditionality thereof, not materially less favorable in the aggregate to Buyer than the terms and conditions in such Debt Commitment Letters and in an amount that is sufficient, when added to the portion of the Financing that is otherwise availableavailable and 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 it the Buyer, the Surviving Corporation and the Transitory Subsidiary in connection with the transactions contemplated by this Agreement, including the Purchase Price Merger Consideration, the Option Consideration and all payments, fees and expenses of Buyer related to or arising out of the transactions contemplated by this Agreement and (an “Alternative Debt Financing”ii) and to obtain one or more a new debt financing commitment letters (each, an “Alternative Debt Commitment Letter”) letter and one or more a new definitive agreements agreement with respect thereto that provides for debt financing on terms (eachincluding structure, covenants and pricing) not less favorable, in the aggregate, to the Buyer and the Transitory Subsidiary taken as a whole and in an “Alternative Debt amount that is sufficient, when added to the portion of the Financing Agreement”) providing therefor. In such eventthat 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 the Buyer, the term “Debt Financing” as used Surviving Corporation and the Transitory Subsidiary in connection with the transactions contemplated by this Agreement shall be deemed to include any Alternative Debt FinancingAgreement, including the Merger Consideration, the term “Debt Commitment Letters” as used in Option Consideration and all payments, fees and expenses related to or arising out of the transactions contemplated by this Agreement shall be deemed to include any Alternative Debt Commitment Letter and the term “Debt Financing Agreement” as used in this Agreement shall be deemed to include any Alternative Debt Financing Agreement. Buyer will furnish correct and complete copies of any Alternative Debt Commitment Letter or Alternative Debt Financing Agreement to PKI promptly upon its execution. (de) PKI shallThe Company agrees, at the Buyer’s sole cost and shall cause the Asset Sellers and the Business Subsidiaries toexpense, make commercially to use its reasonable best efforts to provide (and to cause its Subsidiaries and its and their respective Representatives to use their reasonable best efforts to provide) the Buyer with such cooperation in connection with the arrangement financing of the Debt Financing Merger (including the syndication thereof (which syndication, for the avoidance of doubt, shall not be a prerequisite to funding of financings contemplated by the Debt Financing)Commitment Letters) as may be reasonably requested by Buyerthe Buyer and as customary in connection with the arrangement of financing similar in all material respects to the Financing, provided that (i) such requested cooperation does not unreasonably interfere with no liability or obligation (including any liability or obligation to pay any commitment or other similar fee) of the ongoing operations Company or any of PKI and its Subsidiaries under any certificate, document or instrument shall be effective until the Effective Time and (ii) neither PKI nor none of the Company or any of its Subsidiaries shall be required to pay take any commitment action under any certificate, document or other similar fee instrument that is not contingent upon the Closing (including the entry into any agreement that is effective before the Effective Time) or incur any other liability that would be effective prior to the Effective Time and (andii) nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company or its Subsidiaries. Subject in all cases to the proviso to the immediately preceding sentence, for avoidance such cooperation shall include the following: (A) participating in a reasonable number of doubtmeetings (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, excluding any allocable overhead costs) and prospective lenders and purchasers of, the Debt Financing and senior management and Representatives, with appropriate seniority and expertise, of the Company), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Debt Financing; (B) delivery to the Buyer, the Transitory Subsidiary and their Financing Sources of the Financing Information as promptly as reasonably practicable following the Buyer’s request; (C) participation by senior management of the Company in the negotiation of, and (subject to clause (i) of the preceding sentence) the execution and delivery of Debt Financing Documents; (D) using its reasonable best efforts to take such actions as are reasonably requested by the Buyer, the Transitory Subsidiary or their Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent contained in paragraphs 8, 10, 11 and 12 of Exhibit C to the Debt Commitment Letters; and (E) using reasonable best efforts to arrange for customary payoff letters, lien terminations and instruments of discharge to be delivered at Closing providing for the payoff, discharge and termination on the Closing Date of all Indebtedness contemplated by the Debt Commitment Letters to be paid off, discharged and terminated on the Closing Date (the “Existing Company Debt”). The Company will provide to the Buyer, the Transitory Subsidiary and their Financing Sources such information as may be necessary so that the Financing Information and Marketing Material are complete and correct in all material respects and do not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading. The Company hereby consents to the use of all of its and its Subsidiaries’ logos in connection with the Debt Financing, provided that such logos are used solely in a manner that is not intended to nor 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 and its or their marks. All non-public or otherwise confidential information regarding the Company obtained by the Buyer or the Transitory Subsidiary or any of their respective Representatives pursuant to this Section 5.4(e) shall be kept confidential in accordance with the Confidentiality Agreements; provided that the Company agrees that the Buyer and the Transitory Subsidiary may share non-public or otherwise confidential information with the Financing Sources, and that the Buyer, the Transitory Subsidiary and such Financing Sources may share such information with potential Financing Sources in connection with the marketing of the Debt Financing if the recipients of such information agree to customary confidentiality arrangements. The Buyer shall, promptly upon request by PKIthe Company, reimburse PKI the Company for all reasonable out-of-pocket costs incurred by PKI the Company or any of its subsidiaries in connection with such cooperation. Such cooperation will include (A) assistance in Buyer’s preparation of any bank books, rating agency presentation materials or other similar offering materials Subsidiaries in connection with the Debt Financing, (B) reasonably promptly responding to any diligence inquiries of the banks engaged for, or the lenders in, such Debt Financing, (C) providing Buyer with reasonable assistance in Buyer’s efforts to obtain subordination and non-disturbance agreements, landlord waivers, collateral access agreements, account control agreements, consents, and other customary agreements from the Business’ landlords, depositary banks or other third parties as may be requested cooperation contemplated by the sources of the Debt Financing, and (D) making appropriate officers and employees of the Business available, at such times and in such manner as to not unreasonably interfere with the normal operation of the Business, for participation in meetings with, or presentations to, prospective participants in such Debt Financing or the prospective rating agencies for such Debt Financing. All non-public or otherwise confidential information regarding PKI or its subsidiaries obtained by Buyer or its representatives pursuant to this Section 4.7(d) shall be kept confidential in accordance with 5.4(e). The Buyer and the Confidentiality Agreement. Buyer shall Transitory Subsidiary shall, on a joint and several basis, indemnify and hold harmless PKI the Company and its representatives Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with the arrangement of the Financing financings contemplated by the Commitment Letters and any information utilized in connection therewith (other than historical financial statements referenced in Section 2.6 and other historical information reasonably requested relating to the Company approved by Buyer and specifically approved in writing by PKI the Company for use therein (such approval not to be unreasonably withheld or delayed)therein). (f) Neither the Buyer nor the Investor shall engage any Financing Source on an exclusive basis or otherwise on terms that would reasonably be expected to prevent such Financing Source from providing financing in connection with an Acquisition Proposal made during the Non-Exclusivity Period in accordance with Section 6.1. (g) For purposes of this Agreement: