Common use of Debt Financing Clause in Contracts

Debt Financing. (a) Purchasers have delivered to Sellers true and complete copies of the executed definitive agreements dated as of the date hereof (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms of the Debt Financing Agreements. (b) Except as set forth in the Debt Financing Agreements, there are no conditions precedent or other contingencies to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c) The Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing Date. (e) As of the Closing, and after giving effect to all of the transactions contemplated by this Agreement, Purchasers will be Solvent.

Debt Financing. (a) Purchasers have delivered The Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to Sellers true assist the Company to arrange and complete copies of the executed definitive agreements dated as of the date hereof (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party to obtain the Debt Financing Agreements on the terms and conditions described in the Debt Commitment Letters as promptly as practicable after the date hereof, including their reasonable best efforts to (i) maintain in effect the “Lender”Debt Commitment Letters, (ii) relating negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including any flex provisions) or on other terms no less favorable to the commitment Company, (iii) satisfy on a timely basis all conditions in the Debt Commitment Letters that are within their control and (iv) upon satisfaction of the Lender to provide conditions set forth in the full amount of Debt Commitment Letters, consummate the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay Financing at or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant prior to the terms Closing; it being understood that, if any portion of the Debt Financing Agreementsto be provided as contemplated by the Debt Commitment Letters pursuant to a public offering, private offering under Rule 144A or otherwise has not been provided, and all conditions precedent to the Parties’ obligations hereunder shall have been satisfied or waived (other than receipt of the Debt Financing and those conditions which by their nature will not be satisfied except by actions taken at the Closing, but subject to the their satisfaction at the Closing), the Company shall draw upon the commitments under the Debt Commitment Letters to provide the bridge financing contemplated by and on the terms and conditions (including any applicable “flex” provisions) set forth in the Debt Commitment Letters. Each of the Company, MCK and Echo Holdco shall keep each other reasonably informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letters and shall give each other notice of any material adverse change with respect to such Debt Financing as promptly as practicable. (b) Except In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters (including any flex provisions), the Company, MCK and Echo Holdco and their respective Subsidiaries shall use their reasonable best efforts to assist the Company to arrange and obtain any such portion from alternative sources, on terms, taken as whole, that are no less favorable than the terms contained in the Debt Commitment Letters, as promptly as practicable following the occurrence of such event. (c) The Company, MCK and Echo Holdco shall use their reasonable best efforts to, and shall cause their respective Subsidiaries and their respective Representatives to use their reasonable best efforts to, provide all cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested, including: (i) participation in meetings, due diligence sessions, drafting sessions, presentations, “road shows” and sessions with prospective Financing Sources, investors and ratings agencies, and reasonably cooperating with the marketing efforts of the Company and its Financing Sources, in each case in connection with the Debt Financing; (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information and the delivery of customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing), prospectuses and similar documents required in connection with the Debt Financing; (iii) timely furnishing financial and other pertinent information regarding the Company, the Core MTS Business and/or the Echo Business, including financial statements, pro forma financial information, financial data, audit reports and other information of the type required by Regulation S-X or Regulation S-K under the Securities Act and other information of the type customarily (A) included in a bank information memorandum (including pro forma financial information) and (B) a registered offering of debt securities by Regulation S-X and Regulation S-K under the Securities Act and of the type and form that are customarily included in a private placement of debt securities pursuant to Rule 144A promulgated under the Securities Act and including, in any event, all information and data necessary to satisfy the conditions set forth in paragraphs 8, 9 and 12 of Exhibit D to the Debt Commitment Letters (collectively, the “Required Information”), all of which shall be provided by the Company, MCK and Echo Holdco or their respective Affiliates as promptly as practicable after the date hereof; (iv) obtaining (x) accountants’ comfort letters, legal opinions, surveys and title insurance, certificates and insurance endorsements and (y) other reasonably requested documents at least 10 days prior to the Closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act in order to satisfy the conditions set forth in paragraph 13 of Exhibit D to the Debt Commitment Letters; (v) facilitating the granting of a security interest (and perfection thereof) at Closing in collateral as security for the Debt Financing; and (vi) (x) taking corporate actions reasonably necessary to permit the consummation of the Debt Financing Agreementsand to permit the proceeds thereof to be made available to the Company and (y) executing and delivering any commitment letters, there are no conditions precedent underwriting or placement agreements, registration statements, credit agreements, indentures, pledge and security documents, other definitive financing documents or other contingencies requested certificates or documents, including a customary solvency certificate by the chief financial officer or person performing similar functions of the Company in the form of Annex I to Exhibit D to the obligations Debt Commitment Letters (provided that (A) none of the Lender letters (except the authorization letters contemplated by clause (ii) above), agreements, registration statements, documents and certificates shall be executed and delivered by any such Persons (other than the Company and its Subsidiaries) except at the Closing and their respective Representatives executing any such letters, agreements, registration statements, documents and certificates shall remain as officers of the Company, (B) the effectiveness thereof (other than with respect to provide the Company and its Subsidiaries) shall be conditioned upon, or only become operative after, the occurrence of the Closing and (C) no personal liability shall be imposed on the officers or employees involved); provided, that nothing in this Section 5.03 shall require MCK, or the Echo Parties (or any of their respective Subsidiaries, other than the Company and its Subsidiaries and, subject to the consummation of the Closing, Echo Holdco and its Subsidiaries and the MCK Contributed Entities) to (1) pledge or cause or permit any Lien to be placed on any of their respective assets in connection with the Debt Financing Financing,(2) guarantee any of the Company’s or its Subsidiaries’ indebtedness or (3) incur any contingencies that would permit the Lender to reduce the total amount of liability in connection with the Debt Financing. (cd) The Debt Financing, when funded All material non-public information provided by MCK or the Echo Parties or any of their respective Subsidiaries or Representatives pursuant to this Section 5.03 shall be kept confidential in accordance with the terms Confidentiality Agreement, except that the Parties shall be permitted to disclose such information to the Financing Sources and other potential sources of capital, rating agencies and prospective lenders (but not prospective investors in any debt securities offering) during syndication of the Debt Financing Agreementsor any permitted replacement, shall provide Purchasers amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and investors entering into customary confidentiality undertakings with acquisition financing on the Closing Date sufficient respect to pay the Initial Purchase Price such information (including through a notice and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured undertaking in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it form customarily used in the Debt Financing Agreements on or prior to the Closing Dateconfidential information memoranda for senior credit facilities). (e) As The Company, MCK and Echo Holdco and their respective Subsidiaries shall cooperate with, and take all actions reasonably required by, the other Parties in order to facilitate the termination and payoff of the commitments under the Echo Holdco Debt at or prior to Closing (including the repayment in full of all obligations then outstanding thereunder and the release of all encumbrances, security interests and collateral and the termination of all guaranties and the agreements evidencing subordination in connection therewith at or prior to the Closing, and after giving effect to all of the transactions contemplated by this Agreement, Purchasers will be Solvent).

Debt Financing. Parent will use all commercially reasonable efforts to (ai) Purchasers have delivered to Sellers true and complete copies of the executed definitive agreements dated as of the date hereof (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party to maintain the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms of the Debt Financing Agreements. (b) Except as set forth in the Debt Financing Agreements, there are no conditions precedent or other contingencies to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c) The Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and Commitment Letter in full force and effect effect, and no event has occurred thatwill not amend, terminate or waive any provisions under such Debt Commitment Letter, and (ii) comply, to the extent within Parent’s control, with all of the covenants of Parent in the Debt Commitment Letter and take all actions, to the extent within Parent’s control, necessary or without noticedesirable to cause all of the conditions to the funding of the financing contemplated in the Debt Commitment Letter to be satisfied as promptly as practicable following the date hereof and in coordination with the satisfaction of the other closing conditions set forth herein, lapse including obtaining any opinions of timelegal counsel required by the Lenders thereunder and, to the extent within Parent’s control, assuring that there is no breach or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part event of Purchasers default under any of its existing financing agreements and (iii) accept any changes in the terms and conditions of the proposed financing contemplated in the “market flex” provision of the Debt Financing AgreementsCommitment Letter or fee letter related thereto. Parent agrees to notify the Target following its receipt of notification by any financing source under the Debt Commitment Letter or in connection with any substitute debt or other financing of such source’s indications that it does not intend to provide, questions its requirement to provide or asserts its inability or refusal to provide the financing described in the applicable Debt Commitment Letter. If the funding of the indebtedness contemplated by the Debt Commitment Letter becomes unavailable or Parent reasonably believes that such funding may not occur for any reason other than a breach by Target or Target Stockholders of any such defaultof its representations, breach warranties, covenants or failure agreements contained herein or in any Ancillary Agreement, Parent will use all commercially reasonable efforts to obtain alternative financing on terms that has been waived by are no less favorable to Parent (as determined in the Lender or otherwise cured in a timely manner by Purchasers reasonable judgment of Parent) than to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it those contained in the Debt Financing Agreements on Commitment Letter or prior fee letter related thereto including, for the avoidance of doubt, the “market flex”. Parent shall keep the Target reasonably informed of any material adverse developments relating to the Closing Date. (e) As proposed debt financing. Without limiting the generality of the Closingforegoing, and after giving effect Parent shall use all commercially reasonable efforts to all of satisfy the transactions closing conditions to the debt financing contemplated by this Agreementthe Debt Commitment Letter (or, Purchasers will be Solventif applicable, the alternative financing) that are within its control.

Debt Financing. (a) Purchasers have delivered The Parties shall use reasonable efforts to Sellers true and complete copies of arrange debt financing to support the executed definitive agreements dated as of the date hereof Transaction (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”) on terms satisfactory to the Parties. At ClosingIn order to facilitate the foregoing, Purchasers will fully pay or cause the Senior Management Member Representative shall identify and present to be fully paid any and all commitment fees the Consortium banks and other fees required financing sources in connection with the Debt Financing (the “Financing Banks”) and shall, subject to the terms of this Agreement, be paid pursuant to the primary negotiator on behalf of the Consortium regarding the terms of the Debt Financing Agreements. (b) Except as set forth in and the definitive Debt Financing Agreementsdocumentation. Notwithstanding the foregoing, there are no conditions precedent the Senior Management Member Representative shall not enter into or other contingencies agree to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c) The Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the material terms and conditions of the Debt Financing Agreements, other than any with the Financing Banks without the consent of IDG (which shall not be unreasonably withheld). The Parties shall work together and cooperate in good faith in connection with arranging the Debt Financing. Each Party shall provide such default, breach or failure that has been waived by the Lender or otherwise cured assistance in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in connection with arranging the Debt Financing Agreements on or prior to as may be reasonably requested by the Closing DateSenior Management Member Representative. (eb) As To the extent legally permissible, each of the ClosingParties shall furnish the Financing Banks, as promptly as reasonably practicable, with financial and know-your-client information and execute and deliver such financing documents, certificates and other supporting documentation as are reasonably requested by the Financing Banks in connection with the Debt Financing, subject to appropriate confidentiality undertakings satisfactory to each of the Parties. In addition, each of the Parties shall, to the extent legally permissible, furnish the Financing Banks with information reasonably requested (and in such Party’s possession) by the Financing Banks regarding the financial condition, business, operations and assets of the Company, in order for the Financing Banks to evaluate the Company and the terms of the Debt Financing. Each of the Parties further agrees to reasonably assist in providing information required for the preparation of materials for the Financing Banks, including information memoranda and similar documents required in connection with the Debt Financing. For the avoidance of doubt, nothing in this Section 1.05 shall be construed to create any obligation on the part of any Party to personally pledge any collateral in connection with the Debt Financing, and after giving effect to all the obligations of the transactions contemplated Parties under this Section 1.05(b) shall be subject to (w) agreement by this Agreementthe Senior Management Member Representative and IDG on the material terms of the Debt Financing, Purchasers will (x) any limitations or other requirements that may be Solventimposed by the Special Committee, (y) the terms and conditions to be set forth in the Merger Agreement or any confidentiality agreements entered into in connection with the Transaction and (z) the fiduciary duties and other obligations of the Parties under applicable laws.

Debt Financing. (a) Without limiting the generality of Section 5.2, Purchasers have delivered shall use their reasonable best efforts to Sellers true take, or cause to be taken, all actions and complete copies to do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds of the executed definitive agreements dated as of the date hereof (as they may be amended, restated or modified from time to time in accordance with Debt Financing on the terms hereof, collectively, and conditions described in the “Debt Financing Agreements”) entered into . Purchasers shall use their reasonable best efforts to comply with its obligations under the lender Debt Financing Agreements, and shall use its reasonable best efforts to cause the Debt Financing to be fully funded on the Closing Date, including by enforcing its rights under the Debt Financing Agreements and drawing on any interim or bridge financing in the event that other elements of the Debt Financing are not available. Purchasers shall give Sellers prompt notice of any material breach by any party to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, which Purchasers will fully pay have become aware or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms termination of the Debt Financing Agreements. (b) Except as set forth in . In the Debt Financing Agreements, there are no conditions precedent or other contingencies to the obligations of the Lender to provide the Debt Financing or event that any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c) The Debt Financing, when funded in accordance with the terms portion of the Debt Financing Agreementsbecomes unavailable, shall provide regardless of the reason therefor, Purchasers with acquisition will (x) use their reasonable best efforts to obtain alternative debt financing on the Closing Date (in an amount sufficient to pay the Initial Purchase Price and Closing Adjustment) on terms not materially less favorable, taken as a whole, to pay related fees Purchasers from other sources and expenseswhich do not include any conditions to the consummation of such alternative debt financing that are materially more onerous than the conditions set forth in the Debt Financing (such financing, “Alternative Financing”), and (y) promptly notify Sellers of such unavailability and the reason therefor. (db) The Notwithstanding anything to the contrary in this Agreement, Purchasers shall not, without the prior written consent of Sellers, (i) amend, modify, supplement or waive any of the conditions to funding contained in the Debt Financing Agreements are validor any other provision thereof or remedies thereunder, binding and in full force and effect and no event has occurred thateach case to the extent such amendment, with modification, supplement or without notice, lapse of time, or both, waiver would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on adversely affect the part ability of Purchasers under to timely consummate the terms and transactions contemplated by this Agreement (including by making the conditions herein less likely to be satisfied or unreasonably delaying the Closing); (ii) undertake any merger, acquisition, joint venture, disposition, lease, contract or debt or equity financing that would reasonably be expected to impair, delay or prevent consummation of the Debt Financing Agreements, other than any such default, breach or failure that has been waived contemplated by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior any Alternative Financing contemplated by any new debt commitment letter; or (iii) amend or alter, or agree to amend or alter, the Closing Date. (e) As Debt Financing Agreements in any manner that would reasonably be expected to prevent, impair or delay the consummation of the Closing, and after giving effect to all of Debt Financing or the transactions contemplated by this Agreement. (c) Prior to the Closing, Sellers shall use commercially reasonable efforts to, and to cause the Transferred Entities and their respective officers, employees and advisors, including legal, financial and accounting advisors, of Sellers and the Transferred Entities to, provide to Purchasers will such cooperation as is reasonably requested by Purchasers and the Lenders in connection with the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Sellers and their Affiliates), including (i) furnishing Purchasers and the Lender with financial and other pertinent information; (ii) in each case, upon reasonable notice, making management of the Transferred Entities (including some members of the financial staff) available to participate in a reasonable number of meetings (including customary one-on-one meetings with parties acting as lead arrangers or agents for, and prospective lenders and purchasers of, any such financing), presentations and due diligence sessions in connection with such financing; (iii) assisting Purchasers and the Lender in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for any of the Debt Financing; and (B) materials for rating agency presentations; (iv) using commercially reasonable efforts to cause its independent auditors to cooperate with the Debt Financing; (v) taking all actions reasonably necessary that are consistent with the terms of this Agreement or otherwise facilitating the pledging of collateral of the Transferred Entities in respect of the Business from and after the Closing as may be Solventreasonably requested by Purchasers; (vi) promptly furnishing all documentation and other information about the Transferred Entities required by Governmental Entities with respect to the financing under applicable “know your customer” and anti-money laundering rules and regulations including without limitation the USA Patriot Act; and (vii) taking all corporate or limited liability company actions, subject to the occurrence of the Closing, reasonably requested to permit the consummation of any such financing and to permit the proceeds thereof to be made available to the Transferred Entities, including entering into one or more credit agreements, indentures or other instruments on terms reasonably satisfactory to Purchasers in connection therewith; provided that neither Sellers nor any of their Affiliates shall be required to pay any commitment or other similar fee, provide any security or incur any other liability in connection with the Debt Financing; provided, further, that the effectiveness of any documentation executed by any Seller with respect thereto shall be subject to the consummation of the Closing; and provided, further, that Purchasers shall promptly, upon request by Sellers, reimburse Sellers for all reasonable and documented out-of-pocket costs incurred by Sellers or any of their Affiliates in connection with such cooperation. Any information provided to Purchasers, or on behalf of or at the request of Purchasers, pursuant to this Section 5.12(c) shall be subject to the Confidentiality Agreement and Section 5.2.

Debt Financing. (a) Purchasers have delivered Subject to Sellers true the terms and complete copies conditions of this Agreement, each of Parent and Merger Sub will not, without the prior written consent of the executed definitive agreements dated as Partnership (such consent not to be unreasonably withheld, delayed or conditioned), effect or permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Debt Commitment Letter if such amendment, modification or waiver would (i) reduce the aggregate amount of the date hereof Debt Financing to an amount that is less than the amount that would be required, when taken together with cash on hand of Parent and its Subsidiaries and other sources of funds available to Parent and Merger Sub on the Closing Date (as they may including any amounts to be amendedreceived pursuant to Section 5.13), restated to pay the aggregate Merger Consideration and any other amount required to be paid by Parent or modified from time to time Merger Sub in accordance connection with the terms hereofconsummation of the Transactions, collectively(ii) impose additional conditions or otherwise expand, amend or modify any of the “conditions to the receipt of the Debt Financing Agreements”) entered into with the lender party or any other terms to the Debt Financing Agreements in a manner that would reasonably be expected to prevent or materially delay the Closing Date or (iii) adversely impact the “Lender”) relating ability of Parent to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms of enforce its rights against the Debt Financing AgreementsSources under the Debt Commitment Letter. (b) Except Subject to the terms and conditions set forth herein, prior to the Effective Time, Parent shall use, or cause Merger Sub to use, its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper and advisable to consummate and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letter, including using its commercially reasonable efforts to (i) maintain in effect the Debt Commitment Letter, (ii) satisfy on a timely basis all conditions to funding that are applicable to Parent and Merger Sub in the Debt Commitment Letter that are within its control, (iii) consummate the Debt Financing at or prior to the Closing, (iv) comply with its obligations pursuant to the Debt Commitment Letter and (v) enforce its rights pursuant to the Debt Commitment Letter. (c) In the event that any portion of the Debt Financing becomes unavailable, Parent shall (i) promptly notify the Partnership in writing of such unavailability and the reason therefor and (ii) use its commercially reasonable efforts to (A) obtain as promptly as practicable debt financing from alternative sources (the “Alternative Debt Financing”) in an amount sufficient, when taken together with cash on hand of Parent and its Subsidiaries and other sources of funds available to Parent and Merger Sub on the Closing Date (including any amounts to be received pursuant to Section 5.13), to pay the aggregate Merger Consideration and any other amount required to be paid by Parent or Merger Sub in connection with the consummation of the Transactions and that do not include any conditions to the consummation of such alternative debt financing that are more onerous than the conditions set forth in the Debt Commitment Letter and (B) obtain, and, when obtained, provide the Partnership with a copy of, a new financing commitment that provides for such Alternative Debt Financing Agreements(the “Alternative Debt Commitment Letter”). If applicable, there are no conditions precedent or other contingencies any reference in this Agreement to the obligations of term “Debt Commitment Letter” shall be deemed to include any such Alternative Debt Commitment Letter and any fee letter referred to in such Alternative Debt Commitment Letter and any reference in this Agreement to the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the term “Debt Financing. (c) The ” shall be deemed to include any such Alternative Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are validPartnership shall, binding and shall cause its Subsidiaries to, and shall use its commercially reasonable efforts to cause its and its Subsidiaries’ respective Representatives to, cooperate with Parent as necessary in full force connection with the arrangement, syndication and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions consummation of the Debt Financing Agreementsas may be reasonably requested by Parent, including: (i) participation by members of management and other than any such default, breach or failure that has been waived by Representatives of the Lender or otherwise cured Partnership in a timely manner by Purchasers to reasonable number of meetings, conference calls, presentations and due diligence sessions in connection with the satisfaction of the Lender Debt Financing; (ii) assisting Parent and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on Sources in the preparation of customary bank information memoranda (including, to the extent reasonably requested, an additional bank information memorandum that does not include material non-public information), lender presentations or other marketing and syndication documents and materials customarily used to arrange financings of the type contemplated by the Debt Commitment Letter and otherwise reasonably cooperating with the marketing efforts of Parent and the Debt Financing Sources for any portion of the Debt Financing; (iii) delivering customary representation and authorization letters with respect to information in respect of the Partnership and its Subsidiaries contained in the bank information memoranda and other similar documents; (iv) using commercially reasonable efforts to ensure that the Debt Financing Sources benefit materially from the existing lending relationships of the Partnership and its Subsidiaries; (v) furnishing Parent as promptly as practicable with any financial and other information regarding the Partnership and its Subsidiaries as is reasonably requested by Parent or the Debt Financing Sources in connection with the Debt Financing; (vi) assisting in the preparation of, and executing and delivering, certificates and other documents as may be necessary in connection with the definitive agreements for the Debt Financing; (vii) furnishing Parent and the Debt Financing Sources with all documentation and information regarding the Partnership and its Subsidiaries that any Debt Financing Source reasonably determines is required under applicable “know your customer” and anti-money laundering rules and regulations; (viii) facilitating the pledging of collateral, as contemplated by the Debt Commitment Letter, substantially concurrently with the Closing and (ix) cooperating with the Debt Financing Sources’ requests for due diligence to the extent customary and reasonable; provided, however, that nothing in this this Section 5.7(d) will require any such cooperation to the extent that it would (A) require the Partnership to pay any fees or reimburse any expenses with respect to or in connection with the Debt Financing prior to the Closing Date. for which it has not received prior reimbursement, (eB) As require the Partnership to approve or enter into any certificate, agreement, arrangement, document or instrument with respect to or in connection with the Debt Financing that would be effective prior to the Closing (except the representation and authorization letters referred to in clause (iii) above), (C) unreasonably interfere with the ongoing business operations of the ClosingPartnership and its Subsidiaries, and after giving effect to all (D) cause any Representative of the transactions Partnership or any of its Subsidiaries to incur any personal liability, (E) provide access to or disclose information if the Partnership reasonably determines that providing such access to or disclosing such information would result in a loss of the ability of the Partnership to successfully assert a claim of privilege (including, without limitation, the attorney-client and work product privileges); provided that, under any circumstance described in this clause (E), the Partnership shall cooperate with Parent to implement a solution to permit the access to the applicable information generally contemplated by this AgreementSection 5.7(d), Purchasers will (F) include any actions that the Partnership reasonably believes would (1) result in a violation of any organizational document of the Partnership or any of its Subsidiaries, any Material Contract or any Law or (2) cause any representation, warranty, covenant or other obligation in this Agreement to be Solventbreached or any condition set forth in Article VI to fail to be satisfied or (G) require the Partnership to prepare any financial statement or information that is not available to it and is not prepared in the ordinary course of its financial reporting practice. The Partnership hereby consents to the use of the Partnership’s logos in connection with the Debt Financing; provided that the logos are used solely in a manner that is not intended, or reasonably likely, to harm or disparage the Partnership or any of its Subsidiaries or the reputation or the goodwill of the Partnership or any of its Subsidiaries.

Debt Financing. (a) Purchasers have delivered The Company shall use its reasonable best efforts to Sellers true and complete copies of the executed definitive agreements dated as of the date hereof (as they may be amendedobtain, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to obtained, $5,000,000,000 of Debt Financing on the terms of the Debt Financing Agreements. (b) Except as and conditions set forth in the Debt Financing AgreementsCommitment as promptly as reasonably practicable and shall not, there are no conditions precedent without the Special Committee’s prior written consent, permit any amendment or other contingencies modification to the obligations be made to, or any waiver of the Lender to provide any provision under, the Debt Financing Commitment, if such amendment, modification or any contingencies that would permit waiver (i) reduces (or could have the Lender to reduce effect of reducing) the total aggregate amount of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount in respect of the Debt Financing. ) or (cii) The imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the Debt Financing, when funded in accordance with the terms or otherwise expands, amends or modifies any other provision of the Debt Financing AgreementsCommitment, shall provide Purchasers with acquisition financing in a manner that would reasonably be expected to (x) materially delay or prevent or make less likely the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) on the Closing Date or (y) adversely impact the ability of the Company and/or the Borrowers to enforce their respective rights against other parties to the Debt Financing Commitment or the definitive agreements with respect thereto, in each case, relating to the funding thereunder. For the avoidance of doubt, it is understood and agreed that the Company, without the consent of the Special Committee, may amend the Debt Financing in any manner the Company Board determines is in the best interests of the Company (including to add lenders, arrangers, bookrunners, agents, managers or similar entities that have not executed the Debt Financing Commitment and amend the economic and other arrangements with respect to the existing and additional lenders, arrangers, bookrunners, agents, managers or similar entities) so long as such amendment would not reasonably be expected to (x) materially delay or prevent or make less likely the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) on or prior to the Closing Date, (y) adversely impact the ability of the Company and/or the Borrowers to enforce their respective rights against other parties to the Debt Financing Commitment or the definitive agreements with respect thereto, in each case, relating to the funding thereunder or (z) result in the net proceeds of the Debt Financing being made available to the Borrowers or any of their Affiliates, as applicable, in an amount which is not sufficient to pay satisfy the Initial Purchase Price and to pay related fees and expensescondition set forth in Section 5.01(e)(iii). (db) The Company shall use its reasonable best efforts (i) to maintain in effect the Debt Financing Agreements Commitment until the transactions contemplated by this Agreement are validconsummated or, binding if earlier, the Company has received net proceeds of the Debt Financing (including any Alternative Financing) in an amount which is sufficient to satisfy the condition set forth in Section 5.01(e)(iii), (ii) to negotiate and enter into definitive agreements with respect to the Debt Financing on the terms and conditions contained in full force the Debt Financing Commitment (on terms and effect conditions that, taken as a whole, are no less favorable to the Company than the terms and no conditions contained in the Debt Financing Commitment), (iii) to satisfy (or obtain a waiver of) on a timely basis or cause the satisfaction (or waiver) on a timely basis of all conditions to funding in the Debt Financing Commitment and such definitive agreements with respect thereto applicable to the Company and/or the Borrowers that are to be satisfied by the Company and/or the Borrowers and consummate the Debt Financing and (iv) to comply with all of its obligations under the Debt Financing Commitment. Prior to the Closing, the Company shall give the Special Committee prompt notice (x) of any breach or default (or any event has occurred that, with or without notice, lapse of time, time or both, would reasonably be expected to constitute a give rise to any default or breach) by any party to the Debt Financing Commitment or definitive agreements related to the Debt Financing of which the Company becomes aware, if such breach or a failure default would reasonably be expected to satisfy a condition precedent affect the timely availability of, or the amount of, the Debt Financing, (y) of the receipt of any written notice or other written communication from any financing source with respect to any (1) actual or alleged breach, default, termination or repudiation by any party to the Debt Commitment Letter or definitive agreements related to the Debt Financing or (2) material dispute or disagreement between or among any parties to the Debt Financing Commitment or definitive agreements related to the Debt Financing, in each case, that would reasonably be expected to affect the timely availability of, or the amount of, the Debt Financing, and (z) if at any time for any reason the Company believes in good faith that it will not be able to obtain all or any portion of the Debt Financing on the part terms and conditions, in the manner or from the sources contemplated by the Debt Financing Commitment or definitive agreements related to the Debt Financing. If the Company so elects in its sole discretion (but subject to the requirements set forth in the definition of Purchasers under “Alternative Financing”) or otherwise upon the occurrence of any circumstance referred to in clauses (x), (y) or (z) of the preceding sentence, or if any portion of the Debt Financing otherwise becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitment or the Company becomes aware of any event or circumstance that would reasonably be expected to make any portion of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by becoming unavailable on the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender terms and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it conditions contemplated in the Debt Financing Agreements on or prior Commitment, the Company shall use its reasonable best efforts to arrange and obtain in replacement thereof Alternative Financing as promptly as reasonably practicable following the occurrence of such event. The Company shall deliver to the Closing DateSpecial Committee true, correct and complete copies of the new financing commitment letter and related fee letter pursuant to which any such alternative source shall have committed to provide any portion of the Alternative Financing. (ec) As In the event the Company obtains Alternative Financing, references to the “Debt Commitment Letter,” the “Debt Financing Commitment” and the “Debt Financing” (and other like terms in this Agreement (including, for the avoidance of the Closingdoubt, in this Section 4.09 and after giving effect in Section 5.01(e)(iii)) shall be deemed to all of the transactions contemplated by this Agreementrefer to such Alternative Financing as so amended, Purchasers will be Solventreplaced, supplemented, modified or waived.

Debt Financing. (a) Purchasers have Parent has delivered to Sellers true the Company true, correct and complete copies of the executed definitive agreements dated as of the date hereof commitment letter(s) (as they the same may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing AgreementsCommitments”) entered into with ), as set forth in Section 4.5 of the Parent Disclosure Letter, pursuant to which the lender party parties thereto have agreed, subject to the terms and conditions thereof, to provide or cause to be provided the debt amounts set forth therein (the “Debt Financing”). As of the date of this Agreement, except as permitted by this Agreement, none of the Debt Financing Agreements (Commitments has been amended or modified, and the “Lender”) relating respective commitments contained in the Debt Financing Commitments have not been withdrawn or rescinded. As of the date of this Agreement, the Debt Financing Commitments are in full force and effect. There are no conditions precedent to the commitment funding of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms of the Debt Financing Agreements. (b) Except than as set forth in the Debt Financing Agreements, there are no conditions precedent or other contingencies to the obligations of the Lender to provide Commitments. The aggregate proceeds contemplated by the Debt Financing or any contingencies that would permit Commitments, if obtained, together with the Lender to reduce the total amount available cash of the Debt Financing. (c) The Debt FinancingCompany, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing Parent and Merger Sub on the Closing Date Date, will be sufficient for Parent and Merger Sub to pay consummate the Initial Purchase Price Merger upon the terms contemplated by this Agreement, and to pay all related fees and expenses. (d) The Debt Financing Agreements are validexpenses associated therewith, binding and in full force and effect and no event including payment of all amounts under Article II of this Agreement. Neither Parent nor Merger Sub has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they it will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it contained in the Debt Financing Agreements on or prior Commitments. Parent has fully paid any and all commitment fees that have been incurred and are due to be paid in connection with the Closing Date. (e) Debt Financing Commitments, and Parent will pay when due all other commitment fees arising under the Debt Financing Commitments as and when they become payable. As of the Closingdate of this Agreement, Parent and after giving effect Merger Sub have no contracts, arrangements or understandings with any Person concerning the contributions to all of be made to Parent or Merger Sub in connection with the transactions contemplated by this AgreementAgreement other than as set forth in the Debt Financing Commitments, Purchasers will be Solventnor any contracts or non-binding arrangements or understandings with any Person concerning the ownership and operation of Parent, Merger Sub or the Surviving Corporation.

Debt Financing. (a) Purchasers Verso Paper Holdings has received and accepted (i) one or more executed commitment letters, dated as of the date of this Agreement (as may be amended, modified, supplemented, replaced or extended from time to time after the date of this Agreement in compliance with Section 5.12(a), the “Debt Commitment Letters”), from the lenders party thereto (collectively, the “Lenders”), pursuant to which the Lenders have delivered agreed, subject to Sellers the terms and conditions thereof, to provide the debt amounts set forth in the Debt Commitment Letters and establish a new Company term loan facility (the “New NewPage Term Loan Facility”) and a new Company asset-based loan facility (the “New NewPage ABL Facility”) as set forth therein, and Parent has made available to the Company, concurrently with the execution and delivery of this Agreement, true and complete copies of the Debt Commitment Letters substantially in the form previously reviewed by the Company and (ii) executed definitive agreements amendments, dated as of the date hereof of this Agreement (as they may be amendedthe “Existing Credit Agreement Amendments”) of the Verso ABL Facility and the Verso Cash Flow Facility, restated or modified from time to time in accordance with the terms hereof, requisite lenders party thereto (collectively, the “Debt Financing AgreementsExisting Lenders”), pursuant to which the Existing Lenders have agreed to permit the transactions contemplated by this Agreement pursuant to the applicable documentation in connection therewith, and Parent has made available to the Company, concurrently with the execution and delivery of this Agreement, true and complete copies of the Existing Credit Agreement Amendments substantially in the form previously reviewed by the Company. Except for any fee letters (the “Fee Letters”) entered into relating to fees with the lender party respect to the Debt Financing Agreements (the “Lender”) relating a complete copy of which has been provided to the commitment Company), as of the Lender to provide the full amount date of the Initial Purchase Price and all this Agreement, there are no side letters or other agreements, contracts or arrangements related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms funding or investing, as applicable, of the Debt Financing Agreements. (b) Except other than as expressly set forth in the Debt Financing Agreements, there Commitment Letters. There are no conditions precedent or other contingencies related to the obligations funding of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total full amount of the Debt Financing, other than as expressly set forth in the Debt Commitment Letters. (b) Assuming satisfaction of the conditions set forth in Article VI, (i) Parent does not have knowledge, as of the date of this Agreement, that either Verso Paper Holdings or Merger Sub will be unable to satisfy on a timely basis all material terms and conditions to be satisfied by either Verso Paper Holdings or Merger Sub in any of the Debt Commitment Letters at the time it is required to consummate the Closing hereunder, and (ii) Parent does not have knowledge, as of the date of this Agreement, that any of the Lenders will not be able to perform their respective funding obligations under the Debt Commitment Letters in accordance with their respective terms and conditions. (c) The Debt Financing, when funded in accordance with the terms As of the date of this Agreement, the Debt Financing Agreements, shall provide Purchasers with acquisition financing on Commitment Letters and the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements Existing Credit Agreement Amendments are valid, binding and in full force and effect and enforceable in accordance with their terms against Verso Paper Holdings, and to Parent’s knowledge, the other parties thereto, except that such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (ii) is subject to the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law, and, as of the date of this Agreement, no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers Parent under the terms and conditions of the Debt Financing AgreementsCommitment Letters and the Existing Credit Agreement Amendments. Parent or its Subsidiaries has paid in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Debt Commitment Letters, other than Fee Letters and the Existing Credit Agreement Amendments on or before the date of this Agreement, and will pay in full any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements amounts due on or prior to before the Closing Date. (e) . As of the Closingdate hereof, and after giving effect to all (i) none of the transactions Debt Commitment Letters, Fee Letters or the Existing Credit Agreement Amendments has been amended, restated, supplemented or otherwise modified, or compliance with any of the terms thereof waived, (ii) no such amendment, restatement, supplement, modification or waiver is contemplated by this Agreementand (iii) none of the respective commitments under the Debt Commitment Letters or the Existing Credit Agreement Amendments has been withdrawn, Purchasers will be Solventterminated or rescinded in any respect.

Debt Financing. (a) Purchasers have delivered to Sellers true From and complete copies of the executed definitive agreements dated as of after the date hereof (as they may be amendedand prior to the Effective Time, restated or modified from time to time or, if earlier, the termination of this Agreement in accordance with the terms hereof, collectivelyArticle VIII, the “Debt Financing Agreements”) entered into with the lender party Company shall provide, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender cause its and their respective Representatives, including legal and accounting, to provide the full amount of the Initial Purchase Price all cooperation reasonably requested by Parent in connection with arranging, obtaining and all related fees and expenses, collectively referred to in this Agreement as syndicating any debt financing (the “Debt Financing”) by Parent (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries, taken as a whole). At ClosingNone of the Company or any of its Subsidiaries shall be required to pay any commitment or other similar fee in connection with the Debt Financing that is not advanced to the Company by Parent. Parent shall on the earlier of the Effective Date and the termination of this Agreement, Purchasers will fully pay upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company or cause to be fully paid its Subsidiaries in connection with such cooperation and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all commitment fees liabilities and other fees required to be paid pursuant to Damages suffered or incurred by them in connection with the terms arrangement of the Debt Financing Agreements. and any information utilized in connection therewith (b) Except as other than information provided by or on behalf of the Company or the Subsidiaries), in each case, other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or material breach of this Section 6.8 by, the Company or any of its Subsidiaries or their respective Representatives (the reimbursement and indemnification obligations of Parent set forth in this sentence are referred to, collectively, as the Debt Financing Agreements, there are no conditions precedent or other contingencies “Reimbursement Obligations”). The Company hereby consents to the obligations use of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of its and its Subsidiaries’ trademarks and logos in connection with the Debt Financing. (c) The Debt Financing, when funded provided that such trademarks and logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries and its or their trademarks or logos. All non-public or otherwise confidential information regarding the Company obtained by Parent or its Representatives pursuant to this Section 6.8 shall be kept confidential in accordance with the terms of Confidentiality Agreement; provided, however, that (x) such information may be shared on a confidential basis with any actual or prospective Debt Financing Sources, their representatives and Affiliates in connection with the Debt Financing Agreementsand (y) Parent, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price its Representatives and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing AgreementsSources, other than any such default, breach or failure that has been waived by the Lender or otherwise cured their representatives and Affiliates shall be permitted to disclose information as necessary and consistent with customary practices in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in connection with the Debt Financing Agreements on or prior so long as Parent and its Representatives reasonably cooperate with the Company in order to permit the Company to comply with its obligations under applicable Law relating to the Closing Datedisclosure of such confidential information. (e) As of the Closing, and after giving effect to all of the transactions contemplated by this Agreement, Purchasers will be Solvent.

Debt Financing. 10.1 AerCap shall use, and shall cause its Subsidiaries to use, 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 the Debt Financing on the terms and conditions described in the Credit Agreement and any related fee letters (the “Fee Letters”), including using reasonable best efforts (a) Purchasers have delivered to Sellers maintain in effect the Credit Agreement, (b) to satisfy (or cause its Subsidiaries to satisfy) on a timely basis all conditions to obtaining the Debt Financing that are applicable to it and within its control as set forth in the Credit Agreement and (c) to consummate the Debt Financing contemplated by the Credit Agreement at or prior to the Completion and to timely cause the Lenders to fund the Debt Financing. In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions set forth in the Credit Agreement, AerCap shall promptly notify the Parent and the Seller of such unavailability and, to its knowledge, the reason therefor, and AerCap shall use its reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, any such portion from alternative sources (“Alternative Financing”) on terms that will enable AerCap to consummate the transactions contemplated hereby and that are not materially less favorable, taken as a whole, to the Company or AerCap (in the reasonable judgment of AerCap) than the terms set forth in the Credit Agreement. AerCap shall deliver to the Parent and the Seller true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide AerCap with the executed definitive Alternative Financing (except for customary non-disclosure agreements dated as of the date hereof (as they and except that fee letters and engagement letters may be amendedredacted in a customary manner). AerCap shall not agree to (x) any consent, restated amendment, supplement or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party other modification to the Debt Financing Agreements Credit Agreement that purports to assign any Lender’s obligation to fund under the Credit Agreement on the Completion Date or (y) any other assignment of funding obligations under the “Lender”) relating Credit Agreement, in each case, prior to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms funding of the Debt Financing Agreements. (b) on the Completion Date, in either case without the Parent’s prior written consent. Except as set forth contemplated in the Debt Financing Agreements“market flex” provisions of the Fee Letters, there are no conditions precedent AerCap shall not agree to or permit, without the Parent’s prior written consent, any amendment, supplement or other contingencies to the obligations of the Lender to provide the Debt Financing modification of, or any contingencies that would permit waiver of any of its rights under, the Lender to reduce Credit Agreement if such amendment, supplement, modification or waiver (A) reduces the total aggregate amount of the Debt Financing. , (cB) The Debt Financingadds any covenants or conditions, when funded compliance with which would result in accordance with a breach or default under any Indebtedness of any Company Group Member, or (C) imposes new or additional conditions or otherwise expands, amends or modifies any of the terms conditions to the receipt of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, a manner that would reasonably be expected to constitute a default (I) delay or breach or a failure to satisfy a condition precedent on prevent the part of Purchasers under Completion, (II) make the terms and conditions funding of the Debt Financing Agreements, other than any such default, breach (or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason conditions to believe that they will be unable obtaining the Debt Financing) less likely to satisfy on a timely basis any term or condition to closing to be satisfied by it in occur, (III) reduce the aggregate amount of the Debt Financing Agreements on or prior (IV) adversely impact the ability of AerCap to the Closing Date. (e) As of the Closing, and after giving effect to all of consummate the transactions contemplated by this Agreement or the likelihood of AerCap doing so or (V) adversely impact the ability of AerCap to enforce its rights against other parties to the Credit Agreement or the other definitive agreements relating to the Debt Financing. AerCap shall promptly deliver to Parent, Seller and the Company copies of any amendment, supplement or other modification of the Credit Agreement that either (x) is otherwise permitted under this clause 10.1 or (y) has been consented to in writing by the Parent. AerCap shall give the Parent and the Seller prompt written notice of (x) any material breach by any party to the Credit Agreement of which AerCap becomes aware or any termination of the Credit Agreement, Purchasers or (y) any material dispute or disagreement between or among AerCap, on the one hand, and the Lenders on the other hand, or, to the knowledge of AerCap, among any Lenders to the Credit Agreement or the definitive agreements related thereto with respect to the obligation to fund any of the Debt Financing or the amount of the Debt Financing to be funded at Completion. If at any time for any reason AerCap believes in good faith that it will not be able to obtain all or any portion of the Debt Financing on the terms and conditions, in the manner or from the sources contemplated by the Credit Agreement or the definitive agreements related thereto, AerCap shall deliver prompt written notice to the Seller. AerCap shall keep the Seller informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing and provide to the Seller copies of all related documents. In no event shall the unavailability of any funds or financing (including, for the avoidance of doubt, the Debt Financing) by or to AerCap or any of its Affiliates or compliance by AerCap with this clause 10.1 excuse AerCap or any of its Affiliates from performance of any of its respective obligations hereunder. 10.2 Prior to the Completion, each of the Parent and the Seller shall use its reasonable best efforts, and shall cause each Company Group Member to use its reasonable best efforts, and shall cause the respective representatives of the Parent, the Seller and the Company to use their reasonable best efforts, in each case at AerCap’s expense, to provide such customary cooperation to AerCap as may be reasonably required or requested in connection with the Debt Financing or other financing to be obtained by AerCap and/or the Purchaser in lieu of the Debt Financing, including (a) cooperating with the marketing efforts for the Debt Financing, including participating (including by way of causing management, officers and advisors to so participate) in a reasonable number of meetings, due diligence sessions, “roadshows”, drafting sessions, lender presentations and sessions with rating agencies and prospective lenders, (b) cooperating to facilitate the pledging of, granting of security interests in and obtaining perfection of any Liens on, collateral in connection with the Debt Financing (including any field exams, appraisals and environmental due diligence reasonably requested by AerCap) and using reasonable best efforts to obtain such consents, approvals and authorizations which shall be reasonably requested by AerCap to permit pledging of collateral, to the extent required in connection with the Debt Financing, (c) facilitating the receipt of documentation that will evidence the repayment of existing Indebtedness, if any, of each Company Group Member required to be repaid in connection with the Debt Financing and releases of any Liens securing existing Indebtedness of each Company Group Member, in each case upon the repayment of such Indebtedness substantially concurrently with the initial funding of the Debt Financing, (d) assisting with negotiating, entering into, executing and delivering amendments or waivers to existing Indebtedness of each Company Group Member to the extent that AerCap determines to be necessary or desirable and any intercreditor agreements, guarantee agreements, pledge and security documents, indentures, other definitive financing documents or other requested certificates or documents, including corporate and similar resolutions, closing, officer and secretary certificates, (e) assisting in obtaining such customary legal opinions as reasonably requested by AerCap (provided that none of the Parent, the Seller, any of their Affiliates, or any of their respective legal counsel shall be obligated to render any such legal opinions) and customary comfort letters (including customary negative assurance) and consents from the independent accountants of the Company for the use of their reports and materials in any offering memorandum as reasonably requested by AerCap in connection with the Debt Financing, including, in each case by executing and delivering customary representation letters to the independent accountants of the Company related thereto, (f) providing any information as may be required under “know your customer” and anti-money-laundering rules and regulations, (g) permitting any cash and marketable securities of each Company Group Member to be made available to AerCap at the Completion that would not adversely affect Parent’s or Seller’s ability to fulfill their obligations under clause 8.3, (h) assisting in obtaining an updated public corporate credit/family rating from ▇▇▇▇▇’▇ Investor Services, a public corporate credit rating from Standard & Poor’s Ratings Services LLC, a division of The McGraw Hill Corporation, and Fitch Ratings, Inc., in connection with the Debt Financing, (i) furnishing AerCap and the Lenders (X) within 40 days after the end of any fiscal quarter ending after the date hereof that is not a fiscal year end, with the unaudited consolidated balance sheet of the Company as of the end of such quarter and the related unaudited statements of income and cash flows, which shall have been reviewed by the Company’s accountants as provided in SAS 100, (Y) within 60 days after the end of any fiscal year ending after the date hereof, with the audited consolidated balance sheet of the Company as of the end of such fiscal year and the related audited statements of income and cash flows and (Z) as promptly as reasonably practicable, such other pertinent financial and other information as AerCap shall reasonably request in order to consummate the Debt Financing, including, (x) in the case of an offering of notes or other securities, all Company information, financial statements and financial data of a type and form customarily included in an offering memorandum with respect to a private placement pursuant to Rule 144A under the Securities Act for financings similar to the Debt Financing, and (y) in the case of loans, information and documents relating to the Company Group Members customary for use in information documents with respect to the placement, arrangement or syndication of loans of the type contemplated by the Credit Agreement, including customary authorization letters to the Lenders authorizing the distribution of information pertaining to the Company Group Members to prospective lenders, containing a customary “10b-5” representation with respect to information provided by the Company Group Members and a representation that any public-side version of such information does not include material nonpublic information; and (j) providing, and causing the accountants for the Company Group to provide, such reasonable cooperation as may be requested by AerCap to facilitate the preparation of pro forma financial statements by AerCap (provided that AerCap shall provide to the Company reasonably in advance (a) any post-Completion or pro forma cost savings, capitalization and other post-Completion or pro forma adjustments (and the assumptions relating thereto) desired by AerCap to be reflected in such pro forma and summary financial data and (b) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Completion or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of AerCap); provided, however, that notwithstanding anything in this Agreement to the contrary, none of the Parent, the Seller or the Company shall (i) be required to pay any commitment or other similar fee or consent fee, other than as set forth hereunder, (ii) have prior to the Completion any liability or obligation under the Credit Agreement, any loan agreement or certifications or any related document or any other agreement or document related to the Debt Financing, (iii) be required to incur prior to the Completion any other liability (other than out-of pocket and other expenses in connection with cooperation with AerCap contemplated by this clause 10.2, it being understood that all such out-of-pocket and other expenses shall be subject to reimbursement by AerCap in accordance with the last sentence of this clause 10.2) in connection with the Debt Financing, (iv) take any action that would (x) unreasonably interfere with its or the Company’s ongoing business operations (except only if such effect does not arise until after the Completion) or (y) conflict with or violate laws or the Credit Agreement, or result in a contravention of, or that would reasonably be expected to result in a violation or breach of, or default under, any material contract to which the Company or any of its Subsidiaries is a party, (v) be required to modify, waive, amend or change the Revolving Credit Facility or enter into any intercreditor, subordination or other agreement in connection therewith, (vi) be required to agree to provide any inducement or business to any of the Lenders or (vii) except only as will be Solventeffective at the Completion, take any corporate action or execute any consent approving, or executing any document or agreement relating to, the Debt Financing. Nothing contained in this clause 10.2 and under clause 8.3 or otherwise shall require parent or any Company Group Member, prior to Completion, to be an insurer or obligor with respect to the Debt Financing. The Seller hereby consents to the use of trademarks, service marks and logos of the Company Group Members in connection with the arranging of the Debt Financing (including in any rating agency presentation, bank information memoranda, offering memoranda and/or any private placement memoranda), provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or the goodwill of the Company or any of its Subsidiaries or any of their respective intellectual property rights. AerCap (x) shall, promptly upon request by the Parent and the Seller, reimburse the Parent and the Seller for all reasonable and documented out-of-pocket costs (including reasonable attorney’s fees) incurred by the Parent, the Seller or the Company and its Subsidiaries in connection with such cooperation in compliance with their respective obligations under this clause 10.2 and shall indemnify and hold harmless the Parent, the Seller and the Company and its Subsidiaries, and their respective Representatives, for any and all Losses actually suffered or incurred by them in connection with the arrangement of the Debt Financing, any action taken by them at the request of Parent pursuant to this clause 10.2 and any information utilized in connection therewith (other than information provided in writing by the Company or its Subsidiaries specifically for use in connection therewith) and (y) acknowledges and agrees that the Parent, the Seller, the Company and their respective representatives shall not have any responsibility for, or incur any liability to any person prior to the Completion under, the Debt Financing. In the event of any inconsistency between this clause 10.2 and clause 8.3, clause 8.3 will prevail. 10.3 AerCap and the Purchaser shall cause any Debt Financing, Alternative Financing or the any amendments or refinancing of the AerCap revolving credit facility to not include any provision which would prohibit or impede or limit in any way AerCap or the Purchaser from making any payments required under clause 7.2 or any other payments to Parent or Seller required pursuant to this Agreement or any other Transaction Agreement.

Debt Financing. (a) Purchasers have Parent has delivered to Sellers true the Company a true, correct and complete copies copy of the executed definitive agreements dated as Debt Commitment Letter. As of the date hereof (as they may be amendedof this Agreement, restated the Debt Commitment Letter has not been amended or modified from time in any manner since Parent provided, on or prior to time in accordance with the terms hereofdate of this Agreement, collectively, a fully executed copy of the “Debt Financing Agreements”) Commitment Letter. Neither Parent nor any of its Affiliates has entered into any amendment or modification to the Debt Commitment Letter or any agreement, side letter or other arrangement with the lender party respect to the Debt Financing Agreements (contemplated by the “Lender”) relating Debt Commitment Letter among the parties thereto, in each case, that would add any condition precedent to funding of the Debt Financing or otherwise expand or adversely amend or modify any of the conditions precedent to the commitment receipt of the Lender Debt Financing, reduce the amount of the Debt Financing below an amount necessary (together with cash and cash equivalents of Parent) to fund all of the amounts required to be provided by Parent or Merger Subsidiary for the consummation of the Transactions (including the payment of the Closing Cash Consideration, but excluding payment of any amounts pursuant to the CVR Agreement), adversely affect the availability of the Debt Financing or delay or prevent the Closing or make the funding of the Debt Financing less likely to occur. As of the date of this Agreement, the commitment contained in the Debt Commitment Letter has not been withdrawn, rescinded or repudiated in any respect and no such withdrawal, rescission or repudiation is contemplated. As of the date of this Agreement, the Debt Commitment Letter is in full force and effect and represents a legal, valid, binding and enforceable obligation of Parent and, to the Knowledge of Parent, each other party thereto, to provide the full amount financing contemplated thereby subject only to the satisfaction or waiver of the Initial Purchase Price conditions set forth in the Debt Commitment Letter and all related fees except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium Laws, other similar Laws affecting creditors’ rights and expenses, collectively referred to in this Agreement as general principles of equity affecting the “Debt Financing”availability of specific performance and other equitable remedies. At Closing, Purchasers will Parent has fully pay paid (or cause caused to be fully paid paid) any and all commitment fees and other fees required to be paid pursuant amounts that are due and payable by Parent on or prior to the terms date of the Debt Financing Agreements. (b) Except as set forth this Agreement in the Debt Financing Agreements, there are no conditions precedent or other contingencies to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of connection with the Debt Financing. (c) The Debt Financing, when funded in accordance with the terms . As of the Debt Financing Agreementsdate of this Agreement, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred thatwhich, with or without notice, lapse of time, time or both, would or would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent default on the part of Purchasers Parent or, to the Knowledge of Parent, any other party thereto under the terms and conditions of Debt Commitment Letter or that would result in the Debt Financing Agreements, other than any such default, breach contemplated thereby to be unavailable or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to materially delayed. Assuming the satisfaction of the Lender conditions set forth in Section 6.1 and Purchasers do Section 6.2 and compliance by the Company with Section 5.18 (other than any failures to comply with Section 5.18 that, individually and in the aggregate, are not have any material), Parent has no reason to believe that they it or any Financing Source will be unable to satisfy on a timely basis any term or condition to closing of the Debt Commitment Letter required to be satisfied by it or that the full amount of the Debt Financing contemplated by the Debt Commitment Letter will not be available on the Closing Date. The only conditions precedent or other contingencies related to the funding of the Debt Financing contemplated by the Debt Commitment Letter on the Closing Date that will be included in the related Debt Financing Documents shall be the conditions set forth in the Debt Financing Agreements Commitment Letter as in effect on or prior the date of this Agreement. Notwithstanding anything to the Closing Date. (e) As of contrary contained herein, the Closing, and after giving effect Debt Financing is not a condition precedent to all the consummation of the transactions contemplated by this Agreement, Purchasers will be Solvent.

Debt Financing. (a) Purchasers have delivered 10.1 AerCap and the AerCap Entities shall use, and shall cause their respective Affiliates to Sellers true and complete copies of the executed definitive agreements dated as of the date hereof (as they may be amendeduse, restated or modified from time reasonable best efforts to time in accordance with the terms hereoftake, collectively, the “Debt Financing Agreements”) entered into with the lender party to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any taken, all actions and all commitment fees and other fees required to do, or cause to be paid pursuant done, all things necessary, proper or advisable to the terms of obtain the Debt Financing Agreements. (b) Except as set forth on the terms and conditions described in the Debt Financing AgreementsCommitments, there are no conditions precedent or other contingencies including using reasonable best efforts to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (ca) The Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and maintain in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by Commitments until the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction earliest of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing Date. (e) As of the Closing, and after giving effect to all consummation of the transactions contemplated by this Agreement, Purchasers the termination of this Agreement and the time at which any Alternative Financing is obtained, (b) satisfy (or cause their Affiliates to satisfy) on a timely basis all conditions to obtaining the Debt Financing that are applicable to it and within its control as set forth in the Debt Financing Commitments and such definitive agreements as are to be entered into pursuant thereto (such agreements, the “Debt Financing Agreements”), (c) negotiate and enter into the Debt Financing Agreements on terms and conditions described in the Debt Financing Commitments (including any “flex” provisions contained therein) or otherwise on terms that would not (1) reduce the aggregate principal amount of the Debt Financing below the amount necessary to satisfy the AerCap Entities’ obligation to pay (x) the aggregate Cash Consideration and (y) any fees and expenses of or payable by the AerCap Entities or AerCap in connection with the Completion and the Debt Financing or (2) impose new or additional conditions or otherwise adversely amend or modify any of the conditions to the receipt of the Debt Financing, in each case, in a manner that would reasonably be expected to prevent or materially delay the receipt of the Debt Financing, (d) enforce its rights under the Debt Financing Commitments and (e) consummate the Debt Financing contemplated by the Debt Financing Commitments at or prior to the Completion and to timely cause the Lenders party thereto to fund the Debt Financing. In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions set forth in the Debt Financing Commitments, AerCap shall promptly notify the Parent and the Existing Shareholders in writing of such unavailability and, to its knowledge, the reason therefor, and AerCap and the AerCap Entities shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, alternative financing from alternative sources (“Alternative Financing”) on terms that will enable AerCap to consummate the transactions contemplated by this Agreement and that are not materially less favorable, taken as a whole, to the Companies or AerCap (in the reasonable judgment of AerCap) than the terms set forth in the Debt Financing Commitments and would not involve any conditions to funding the Debt Financing that (1) are not contained in the Debt Financing Commitments and (2) would reasonably be expected to prevent or materially delay the consummation of the Debt Financing or such Alternative Financing. AerCap shall deliver to the Parent and the Existing Shareholders true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide AerCap with the Alternative Financing (except for customary non-disclosure agreements and except that fee letters and engagement letters may be redacted in a customary manner). Except for any increased fees or original issue discount as contemplated in the “flex” provisions of the fee letters related to the Debt Financing, AerCap shall not agree to or permit, without the Parent’s prior written consent, any amendment, supplement or other modification of, or any waiver of any of its rights under, the Debt Financing Commitments if such amendment, supplement, modification or waiver (A) reduces the aggregate amount of the Debt Financing below the amount necessary to satisfy the AerCap Entities’ obligation to pay (1) the aggregate Cash Consideration and (2) any fees and expenses of or payable by the AerCap Entities or AerCap in connection with the Completion and the Debt Financing or (B) adds any covenants or conditions, compliance with which would result in a breach or default under any Indebtedness of any Company Group Member, or (C) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing in a manner that would reasonably be expected to (I) materially delay or prevent the Completion, (II) make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) less likely to occur, (III) reduce the aggregate amount of the Debt Financing below the amount necessary to satisfy the AerCap Entities’ obligation to pay (x) the aggregate Cash Consideration and (y) any fees and expenses of or payable by the AerCap Entities or AerCap in connection with the Completion and the Debt Financing or (IV) adversely impact the ability of AerCap to consummate the transactions contemplated by this Agreement or the likelihood of AerCap doing so or (V) adversely impact the ability of AerCap to enforce its rights against other parties to the Debt Financing Commitments or the Debt Financing Agreements. AerCap shall promptly deliver to the Parent, Existing Shareholders and the Companies copies of any amendment, supplement or other modification of, and any waiver with respect to, the Debt Financing Commitments promptly upon execution thereof. AerCap shall give the Parent and the Existing Shareholders prompt written notice of (x) any material breach, default, repudiation, cancellation or termination by any party to the Debt Financing Commitments of which AerCap becomes aware or any termination of all or a portion of the Debt Financing Commitments, or (y) any material dispute or disagreement between or among AerCap, on the one hand, and the Lenders on the other hand, or, to the knowledge of AerCap, among any Lenders with respect to the obligation to fund any of the Debt Financing or the amount of the Debt Financing to be funded at Completion. If at any time for any reason AerCap believes in good faith that it will not be able to obtain all or any portion of the Debt Financing on the terms and conditions, in the manner or from the sources contemplated by the Debt Financing Commitments or the Debt Financing Agreements, AerCap shall deliver prompt written notice thereof to the Parent and the Existing Shareholders. AerCap shall keep the Parent and the Existing Shareholders informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing and provide to the Parent copies of all related documents, including drafts of the Debt Financing Agreements and the definitive versions thereof, as is reasonably necessary to keep the Parent and the Existing Shareholders so informed upon request of the Parent. In no event shall the unavailability of any funds or financing (including, for the avoidance of doubt, the Debt Financing) by or to AerCap or any of its Affiliates or compliance by AerCap with this clause 10.1 excuse AerCap or any of its Affiliates from performance of any of its respective obligations hereunder. As applicable, references in this Agreement (other than with respect to representations made by the AerCap Entities or AerCap that speak as of the Signing Date) to (i) the Debt Financing shall include any Alternative Financing, (ii) the Debt Financing Commitments shall include any commitment letter or other agreement pursuant to which any alternative source shall have committed to provide the AerCap Entities or AerCap with any portion of any Alternative Financing and (iii) the Debt Financing Agreements shall include the definitive documentation relating to any Alternative Financing. Notwithstanding anything in this Agreement to the contrary, AerCap and the AerCap Entities shall not incur any Indebtedness that would violate the terms of, or otherwise conflict with the funding conditions to, the Debt Financing. 10.2 Prior to the Completion, the Parent shall use its reasonable best efforts, and shall cause each of its Affiliates to use its reasonable best efforts, and shall cause the respective Representatives of the Parent and its Affiliates to use their reasonable best efforts, in each case at AerCap’s expense, to provide such customary cooperation to AerCap as may be reasonably required or requested in connection with the Debt Financing (or Alternative Financing), including (a) reasonably cooperating with the marketing efforts for the Debt Financing, including participating (including by way of causing management, officers and advisors to so participate) in a reasonable number of meetings, due diligence sessions, “roadshows”, drafting sessions, lender presentations and sessions with rating agencies and prospective lenders and/or investors, (b) reasonably cooperating to facilitate the pledging of, granting of security interests in and obtaining perfection of any liens on, collateral in connection with the Debt Financing (including by executing and delivering as of the Completion Date the Debt Financing Agreements, pledge and security documents and other customary certificates or documents, to the extent reasonably requested by AerCap (provided that (A) none of such documents or certificates shall be executed and/or delivered except in connection with the Completion, (B) the effectiveness thereof shall be conditioned upon, or become operative after, the occurrence of the Completion and (C) no liability shall be imposed on any officers or employees of the Parent, the Existing Shareholders, the Company Group Members or any of their subsidiaries)) and using reasonable best efforts to obtain such Consents, approvals and authorizations which shall be reasonably requested by AerCap to permit pledging of collateral, to the extent required in connection with the Debt Financing, (c) facilitating the receipt of documentation that will evidence the repayment of existing Indebtedness, if any, of each Company Group Member which, by its terms, requires such Indebtedness to be repaid in connection with the consummation of the Transaction in order to avoid a default or event of default arising under such Indebtedness and releases of any Encumbrances on the Equity Interests, the Transferred Assets or any other assets of the Company Group Members securing such Indebtedness, in each case upon the repayment of such Indebtedness substantially concurrently with Completion (for the avoidance of doubt, any payments made in order to repay any such Indebtedness shall be made in cash by one or more of the Companies; such payments shall reduce Target Completion Date Cash and there shall be no deduction from the consideration otherwise payable to the Existing Shareholders pursuant to this Agreement for any such payments), (d) reasonably assisting with negotiating, entering into, executing and delivering amendments or waivers to existing Indebtedness of each Company Group Member to the extent that AerCap determines to be necessary or desirable, the Debt Financing Agreements and any intercreditor agreements, guarantee agreements, pledge and security documents, indentures, other definitive financing documents or other requested certificates or documents, including corporate and similar resolutions, closing, officer and secretary certificates, (e) assisting in obtaining customary comfort letters (including customary “negative assurance”) and consents from the independent accountants of the Business for the use of their reports and materials in any offering memorandum or prospectus as a reasonably requested by AerCap in connection with the Debt Financing, including, in each case by executing and delivering customary representation letters to the independent accountants of the Business, (f) providing any information as may be required under “know your customer” and anti-money-laundering rules and regulations, including the USA PATRIOT Act and any certification required under beneficial ownership regulations, (g) assisting in obtaining updated public corporate credit/family ratings from ratings agencies, (h) furnishing AerCap with the Required Information for use in any offering memorandum or prospectus and customary authorization letters addressed to the Lenders authorizing the distribution of information pertaining to the Company Group Members to prospective lenders, containing customary “10b-5” and material non-public information representations with respect to information provided by the Company Group Members; and (i) providing, and causing the accountants for the Business to provide, such reasonable cooperation as may be requested by AerCap to facilitate the preparation of pro forma financial statements by AerCap (provided that (x) AerCap shall provide to the Existing Shareholders reasonably in advance (a) any post-Completion or pro forma cost savings, capitalization and other post-Completion or pro forma adjustments (and the assumptions relating thereto) desired by AerCap to be reflected in such pro forma financial statements to be prepared by AerCap and (b) any other information that may be reasonably and timely requested by the Companies concerning the assumptions underlying the post-Completion or pro forma adjustments to be made in such pro forma financial statements to be prepared by AerCap, which assumptions shall be the responsibility of AerCap and (y) none of the Parent or any Company Group Member shall be required to provide any information or assistance relating to (A) the proposed aggregate amount of debt and equity financing, together with assumed interest rates, dividends (if any) and fees and expenses relating to the incurrence of such debt or equity financing, (B) any post-Completion or pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to be incorporated into any information used in connection with the Debt Financing, or (C) any financial information related to AerCap or any of its subsidiaries (including, for the avoidance of doubt, any pending or completed acquisition or disposition of a subsidiary or business by such issuer or borrower) or any adjustments that are not directly related to the transactions described herein). Notwithstanding anything in this Agreement to the contrary, none of the Parent, the Existing Shareholders or the Companies shall (i) be required to pay any commitment or other fee in connection with the Debt Financing, (ii) incur prior to the Completion any liability or obligation under the Debt Financing Commitments, any Debt Financing Agreements or certifications or any related document or any other agreement or document related to the Debt Financing, (iii) be required to incur prior to the Completion any other liability (other than out-of-pocket and other expenses in connection with cooperation with AerCap contemplated by this clause 10.2, it being understood that all such out-of-pocket and other expenses shall be subject to reimbursement by AerCap in accordance with the last sentence of this clause 10.2) in connection with the Debt Financing, (iv) take any action that would (x) unreasonably interfere with its or the Companies’ ongoing business operations (including, for the avoidance of doubt, that the Companies shall not be required to restructure or modify the terms of any Leases) or (y) conflict with or violate Laws or the Debt Financing Commitments, or result in a contravention of, or that would reasonably be expected to result in a violation or breach of, or default under, any Material Contract to which the Companies or any of their Subsidiaries is a party, (v) be required to modify, waive, amend or change the terms of the AerCap Notes (as contemplated by Schedule 2.7 of the Disclosure Letter), (vi) be required to agree to provide any inducement or business to any of the Lenders or (vii) except only as will be Solvent.effective at the Completion, take any corporate action or execute any consent approving, or executing any document or agreement relating to, the Debt Financing. Nothing contained in this clause 10.2 and under clause 8.3 or otherwise shall require parent or any Company Group Member, prior to Completion,

Debt Financing. (a) Purchasers have Concurrently with the execution of this Agreement, Parent has delivered to Sellers true the Company true, correct and complete copies copy of the executed definitive agreements forward underwriting agreement dated as of the date hereof (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing AgreementsCommitment Letter”) entered into from the financial institutions party thereto, together with the lender party to an executed fee letter referenced in the Debt Financing Agreements Commitment Letter (the “LenderDebt Fee Letter”) relating (except that the fee amounts, pricing caps, “flex” provisions and other economic terms (other than covenants) (none of which would adversely affect the amount or availability of the Debt Financing) set forth therein have been redacted), pursuant to which, and subject only to the commitment of the Lender terms and conditions expressly set forth therein, such financial institutions have committed to provide the full amount of financing set forth therein to Parent for the Initial Purchase Price and all related fees and expenses, collectively referred to in purpose of funding the transactions contemplated by this Agreement as (the “Debt Financing”). At ClosingOther than the Debt Fee Letter, Purchasers will fully pay there are no side letters or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms agreements, contracts or arrangements (except for customary engagement letters in respect of the Debt Financing AgreementsFinancing) relating to the Debt Commitment Letter. (b) Except as set forth The Debt Commitment Letter, in the Debt Financing Agreementsform so delivered, there are no conditions precedent or other contingencies to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c) The Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and is in full force and effect and has not been withdrawn, terminated, rescinded or otherwise amended, supplemented or modified in any respect and no such withdrawal, termination, rescission, amendment, supplement or modification is contemplated or pending. The Debt Commitment Letter, in the form so delivered, is a legal, valid and binding obligation of Parent, GT Topco and Merger Sub and the other parties thereto. No event has occurred thatwhich, with or without notice, lapse of time, time or both, would reasonably be expected to constitute a default or breach on the part of Parent, GT Topco or Merger Sub or to the knowledge of Parent, any other Person, under any term, or a failure to satisfy a condition precedent on any condition, of any of the part of Purchasers under the terms and conditions Debt Commitment Letter or otherwise result in any portion of the Debt Financing Agreements, other than any such default, breach or failure that contemplated thereby to be unavailable. Neither Parent nor GT Topco nor Merger Sub has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will it could be unable to satisfy on a timely basis any term or condition to closing of any of the Debt Commitment Letter required to be satisfied by it or that any portion of the Debt Financing contemplated thereby will be unavailable to Parent, GT Topco and Merger Sub at the Closing. Parent, GT Topco and Merger Sub have fully paid any and all commitment fees or other fees in connection with the Debt Commitment Letter that are due and payable on or before the date of this Agreement and will pay in full any such additional amounts that are due on or before the Closing. (c) There are no conditions precedent or other contingencies related to the funding or investing, as applicable, of the full amount of the Debt Financing, other than as expressly set forth in the Debt Financing Agreements on or prior Commitment Letter delivered to the Closing DateCompany concurrently with the execution of this Agreement. (ed) As The obligations of Parent, GT Topco and Merger Sub under this Agreement are not contingent in any respect upon the funding of the Closingamounts contemplated to be funded pursuant to the Debt Commitment Letter. The obligations of Parent, GT Topco and after giving effect Merger Sub under this Agreement are not subject to all any conditions regarding Parent’s, Merger Sub’s, their respective Affiliates’, or any other Person’s ability to obtain financing for the consummation of the transactions contemplated by this Agreement, Purchasers will be Solventhereby.

Debt Financing. (a) Purchasers have delivered Parent shall use its reasonable best efforts, and shall cause each of its Subsidiaries to Sellers true use its reasonable best efforts, to take, or cause to be taken, all actions, and complete copies do, or cause to be done, all things necessary, proper or advisable to obtain funds sufficient to fund the Financing Amounts, including using reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds of the executed Debt Financing on the terms and subject only to the conditions described in the Debt Commitment Letters, including by (i) maintaining in effect the Debt Commitment Letters, (ii) negotiating and entering into definitive agreements dated as of the date hereof (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party respect to the Debt Financing Agreements (the “LenderDefinitive Agreements”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms of the Debt Financing Agreements. (b) Except as set forth in the Debt Financing Agreements, there are no conditions precedent or other contingencies to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c) The Debt Financing, when funded in accordance consistent with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of contained therein (including, as necessary, the Debt Financing Agreements, other than “flex” provisions contained in any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements related fee letter) on or prior to the Closing Date, (iii) satisfying on a timely basis all conditions in the Debt Commitment Letters and the Definitive Agreements within Parent’s control and complying with its obligations thereunder and (iv) enforcing its rights under the Debt Commitment Letters, in each case in a timely and diligent manner. (eb) As In the event any portion of the Debt Financing contemplated by the Debt Commitment Letters becomes unavailable regardless of the reason therefor, (A) Parent shall promptly notify the Company in writing of such unavailability and the reason therefor and (B) Parent shall use its reasonable best efforts, and shall cause each of its Subsidiaries to use their reasonable best efforts, to obtain as promptly as practicable following the occurrence of such event, alternative debt financing for any such portion from alternative sources (the “Alternative Financing”) in an amount sufficient, when taken together with cash and the other sources of immediately funds available to Parent at the Closing to pay the Financing Amounts and that do not include any conditions to the consummation of such alternative debt financing that are more onerous than the conditions set forth in the Debt Financing. To the extent requested in writing by the Company from time to time, Parent shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange and consummate the Debt Financing. Without limiting the generality of the foregoing, Parent shall promptly notify the Company in writing if there exists any actual or threatened material breach, default, repudiation, cancellation or termination by any party to the Debt Commitment Letters or any Definitive Agreement and a copy of any written notice or other written communication from any Financing Party with respect to any actual material breach, default, repudiation, cancellation or termination by any party to the Debt Commitment Letters or any Definitive Agreement of any provision thereof. The foregoing notwithstanding, compliance by the Parent with this Section 5.13 shall not relieve Parent of its obligations to consummate the transactions contemplated by this Agreement whether or not the Debt Financing is available. (c) None of Parent nor any of its Subsidiaries shall (without the prior written consent of the Company, such consent not to be unreasonably withheld, delayed or conditioned) consent or agree to any amendment, replacement, supplement, termination or modification to, or any waiver of any provision under, the Debt Commitment Letters or the Definitive Agreements if such amendment, replacement, supplement, modification or waiver (1) decreases the aggregate amount of the Debt Financing to an amount that would be less than an amount that would be required, when taken together with cash or cash equivalents held by the Parent and the Company on the Closing Date and the other sources of funds available to Parent on the Closing Date, to pay the Cash Consideration, the Preferred Merger Consideration and all other cash amounts payable pursuant to this Agreement by Parent at the Closing, and after giving effect (2) could reasonably be expected to all prevent, materially delay or materially impede the consummation of the transactions contemplated by this Agreement, Purchasers will (3) adversely impacts the ability of Parent to enforce its rights against the other parties to the Debt Commitment Letters or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, or (4) adds new (or adversely modifies any existing) conditions to the consummation of all or any portion of the Debt Financing; provided, that Parent may amend, replace, supplement and/or modify any of the Debt Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or similar entities as parties thereto who had not executed such Debt Commitment Letters as of the date of this Agreement, provided that (i) the addition of such parties would not be Solventreasonably expected to delay or prevent Closing and (ii) such amendments do not (A) reduce the aggregate amount of the Debt Financing (including by changing the amount of fees to be paid or any original issue discount of the Debt Financing (or payment of fees having similar effect)) or (B) 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 delay or prevent Closing; provided, that, for the avoidance of doubt, Parent may amend, replace, supplement and/or modify any of the Debt Commitment Letters to increase the amount of commitments under the Debt Commitment Letters. Upon any amendment, supplement or modification of the Debt Commitment Letters, Parent shall provide a copy thereof to the Company (with only fee amounts and other customary terms redacted, none of which redacted provisions would adversely affect the conditionality or enforceability of the debt financing contemplated by the Debt Commitment Letters as so amended, supplemented or modified to the knowledge of the Parent) and, to the extent such amendment, supplement or modification has been made in compliance with this Section 5.13(c), the term “Debt Commitment Letters” shall mean the applicable Debt Commitment Letters as so amended, replaced, supplemented or modified. Notwithstanding the foregoing, compliance by Parent with this Section 5.13(c) shall not relieve Parent of its obligation to consummate the transactions contemplated by this Agreement whether or not the Debt Financing is available. To the extent Parent obtains Alternative Financing pursuant to Section 5.13(b), or amends, replaces, supplements, modifies or waives any of the Debt Financing pursuant to this Section 5.13(c), references to the “Debt Financing,” “Financing Parties” and “Debt Commitment Letters” (and other like terms in this Agreement) shall be deemed to refer to such Alternative Financing, the commitments thereunder and the agreements with respect thereto, or the Debt Financing as so amended, replaced, supplemented, modified or waived.

Debt Financing. (a) Purchasers have The Buyer has delivered to Sellers the Seller a true and complete copies copy, including all exhibits and schedules thereto, of the an executed definitive agreements dated as of the date hereof debt commitment letter (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing AgreementsCommitment Letter”) entered into with pursuant to which the lender party to the Debt Financing Agreements lenders named therein (the “LenderLenders”) relating have committed to lend the commitment of Buyer the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as amounts set forth therein (the “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement. At ClosingThe Buyer has also delivered a true and complete (other than the redaction referenced herein) copy of each fee letter referenced in the Debt Commitment Letter (it being understood that the fee amounts, Purchasers will fully pay or cause to be fully paid any and all commitment fees other economic terms, “market flex” and other fees required to be paid pursuant to customary provisions (none of which would adversely affect the terms conditionality, availability or timing of the Debt Financing Agreementsor reduce the Debt Financing to an amount less than the Required Amount) set forth therein have been redacted) (collectively, the “Fee Letter”). (b) Except as set forth in As of the date hereof, (x) the Debt Financing Agreements, there Commitment Letter and the Fee Letter are no conditions precedent or other contingencies to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c) The Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and have not been withdrawn or terminated or otherwise amended or modified in any respect and (y) to the knowledge of the Buyer, no such amendment or modification is contemplated (other than to add lenders, lead arrangers, bookrunners or other entities who had not executed the Debt Commitment Letter as of the date of this Agreement), and no such withdrawal, termination or rescission is contemplated. As of the date hereof, the Debt Commitment Letter and the Fee Letter, in the forms so delivered, are legal, valid and binding obligations of the Buyer and, to the knowledge of the Buyer, the other parties thereto, except as may be limited by the Equitable Exceptions. Except for any customary engagement letters with respect to any Buyer Financing as of the date hereof, there are no other agreements, side letters, understandings or arrangements relating to the funding of the full amount of the Debt Financing on the Closing Date, and the Debt Commitment Letter and the Fee Letter constitute the entire and complete agreement between the parties thereto with respect to the terms and conditions of the Debt Financing. As of the date hereof, no event has occurred thatwhich, with or without notice, lapse of time, time or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers the Buyer under the terms and conditions any term or condition of the Debt Financing Agreements, other than any such default, breach Commitment Letter or failure that the Fee Letter and the Buyer has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any no reason to believe that they it will be unable to satisfy on a timely basis any term or condition to of closing to be satisfied by it in the Debt Financing Agreements Commitment Letter or the Fee Letter on or prior to the Closing Date. (e) . There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than as expressly set forth in the Debt Commitment Letter. The Buyer has fully paid any and all commitment fees or other fees required by the Debt Commitment Letter or the Fee Letter, in each case to be paid by it on or prior to the date of this Agreement. As of the Closingdate hereof, and after giving effect the Buyer is not aware of any fact or occurrence that, with or without notice, lapse of time or both, could reasonably be expected to all (i) make any of the assumptions or any of the statements set forth in the Debt Commitment Letter or Fee Letter inaccurate, (ii) result in any of the terms or conditions in the Debt Commitment Letter or Fee Letter not being satisfied or (iii) otherwise result in the Debt Financing not being available on a timely basis in order to consummate the transactions contemplated by this Agreement, Purchasers will be Solvent.

Debt Financing. (a) Purchasers have AerCap has delivered to Sellers true the Parent and complete copies the Seller a copy of the duly executed definitive agreements dated as of the date hereof credit agreement (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing AgreementsCredit Agreement”) entered into with and the lender party to related Fee Letters (except that the amounts of fees, pricing caps and other economic terms (none of which would adversely affect the availability of the Debt Financing Agreements or would reduce the amount of the Debt Financing below the amount necessary to satisfy the Purchaser’s obligation to pay (i) the aggregate Cash Consideration and (ii) any fees and expenses of or payable by the Purchaser or AerCap in connection with the Completion and the Debt Financing) set forth therein may be redacted), among AerCap and the financial institutions identified therein (the “LenderLenders”) relating ), pursuant to which the Lenders have agreed, subject to the commitment of terms and conditions set forth in the Lender Credit Agreement, to provide debt financing in the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as amounts set forth therein (the “Debt Financing”). At ClosingAs of the Signing Date, Purchasers will fully pay the Credit Agreement is in full force and effect and constitutes a valid, binding and enforceable (subject to the Bankruptcy Exceptions) obligation of AerCap and, to the knowledge of AerCap, the other parties thereto. As of the Signing Date, the Credit Agreement has not been amended or cause modified since a copy thereof was delivered to be the Parent and the Seller, and the respective commitments contained in the Credit Agreement have not been withdrawn, decreased or rescinded in any respect. There are no side letters or other agreements, arrangements, contracts or understandings that could adversely affect the availability of the Debt Financing. AerCap has fully paid any and all commitment fees in connection with the Credit Agreement due and other fees required to be paid pursuant payable on or prior to the terms of date hereof and will pay in full any such amount due on or before the Debt Financing Agreements. (b) Completion Date. Except as expressly set forth in the Debt Financing AgreementsCredit Agreement or the related Fee Letters, there are no conditions precedent or other contingencies to the obligations of the Lender parties thereunder to provide make the Debt Financing available to AerCap on the terms therein or any contingencies that would permit the Lender Lenders to reduce the total amount of the Debt Financing. (c) The Debt Financing, when funded in accordance with the terms . As of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Signing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (di) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, time or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers AerCap or, to the knowledge of AerCap, any of the other parties to the Credit Agreement under the terms Credit Agreement and (ii) AerCap has no reason to believe that any of the conditions of to the Debt Financing Agreements, other than any such default, breach or failure that has been waived contemplated by the Lender Credit Agreement will not be satisfied or otherwise cured that the Debt Financing will not be made available to AerCap at the Completion; provided that in a timely manner making such representations, AerCap is relying on the truth and accuracy of the representations and warranties of the Parent and the Seller contained in Part A of Schedule 1 (without giving effect to any materiality or “Material Adverse Effect” qualifications or any knowledge qualifications) and compliance by Purchasers to the Parent and the Seller with their obligations under clause 10.2. Assuming the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it conditions set forth in clause 3, the Debt Financing Agreements on or prior to Financing, when funded in accordance with the Closing Date. Credit Agreement, will provide AerCap with cash proceeds (e) As of the Closing, after netting out original issue discount and similar premiums and charges after giving effect to all the maximum amount of flex (including original issue discount flex) provided under the relevant fee letters) on the Completion Date sufficient for the satisfaction of the transactions contemplated Purchaser’s obligation to (i) pay the aggregate Cash Consideration and (ii) pay any fees and expenses of or payable by this Agreement, Purchasers will be Solventthe Purchaser or AerCap in connection with the Completion and the Debt Financing.

Debt Financing. (a) Purchasers have Parent has delivered to Sellers true the Company a true, correct and complete copies copy of the executed definitive agreements dated Debt Commitment Letter, attached hereto as Exhibit O. As of the date hereof (as they may be amendedof this Agreement, restated the Debt Commitment Letter has not been amended or modified from time in any manner since Parent provided, on or prior to time the date of this Agreement, a fully executed copy of the Debt Commitment Letter. Neither Parent nor any of its Affiliates has entered into any amendment or modification to the Debt Commitment Letter or any agreement, side letter or other arrangement with respect to the Debt Financing contemplated by the Debt Commitment Letter among the parties thereto, in each case, that would add any condition precedent to funding of the Debt Financing or otherwise expand or adversely amend or modify any of the conditions precedent to the receipt of the Debt Financing, reduce the amount of the Debt Financing below an amount necessary (together with the proceeds of the Preferred Stock Issuance) to fund all of the amounts required to be provided by Parent or Merger Sub for the consummation of the Transactions contemplated by this Agreement (including the payment of the Cash Merger Consideration), adversely affect the availability of the Debt Financing or delay or prevent the Closing or make the funding of the Debt Financing less likely to occur. Assuming the satisfaction of the closing conditions set forth in Section 7.1 and Section 7.2 and that the Debt Financing is funded in accordance with the terms hereof, collectivelyDebt Commitment Letter (including any “market flex” provisions related thereto), the “Debt Financing Agreements”) entered into with the lender party to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms aggregate net proceeds of the Debt Financing Agreements. (b) Except as set forth in the Debt Financing Agreements, there are no conditions precedent or other contingencies both before and after giving effect to the obligations exercise of the Lender to provide the Debt Financing any or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (call “market flex” provisions related thereto) The Debt Financing, when funded in accordance with the terms of the Debt Financing AgreementsCommitment Letter, shall provide Purchasers together with acquisition financing the proceeds of the Preferred Stock Issuance, will be sufficient to consummate the Transactions contemplated hereby, including the payment of the Estimated Cash Merger Consideration on the Closing Date sufficient to pay Date. As of the Initial Purchase Price date of this Agreement, the commitment contained in the Debt Commitment Letter has not been withdrawn, rescinded or repudiated in any respect and to pay related fees and expenses. (d) The no such withdrawal, rescission or repudiation is contemplated. As of the date of this Agreement, the Debt Financing Agreements are valid, binding and Commitment Letter is in full force and effect and represents a legal, valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, each other party thereto, to provide the financing contemplated thereby subject only to the satisfaction or waiver of the conditions set forth in the Debt Commitment Letter and except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or moratorium Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. Parent has fully paid (or caused to be fully paid) any and all commitment fees and other amounts that are due and payable by Parent on or prior to the date of this Agreement in connection with the Debt Financing. As of the date of this Agreement, no event has occurred thatwhich, with or without notice, lapse of time, time or both, would or would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent default on the part of Purchasers Parent or, to the knowledge of Parent, any other party thereto under the terms and conditions of Debt Commitment Letter or that would result in the Debt Financing Agreements, other than any such default, breach contemplated thereby to be unavailable or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to materially delayed. Assuming the satisfaction of the Lender conditions set forth in Section 7.1 and Purchasers do Section 7.2 and compliance by the Company with Section 6.8 (other than any failures to comply with Section 6.8 that, individually and in the aggregate, are not have any material), Parent has no reason to believe that they it or any Financing Source will be unable to satisfy on a timely basis any term or condition to closing of the Debt Commitment Letter required to be satisfied by it or that the full amount of the Debt Financing contemplated by the Debt Commitment Letter will not be available on the Closing Date. The only conditions precedent or other contingencies related to the funding of the Debt Financing contemplated by the Debt Commitment Letter on the Closing Date that will be included in the related Debt Financing Documents shall be the conditions set forth in the Debt Financing Agreements Commitment Letter as in effect on or prior the date of this Agreement. Notwithstanding anything to the Closing Date. (e) As of contrary, the Closing, and after giving effect Debt Financing is not a condition precedent to all the consummation of the transactions contemplated by this Agreement, Purchasers will be Solvent.

Debt Financing. (a) Purchasers have delivered Subject to Sellers true and complete copies of the executed definitive agreements dated as of the date hereof (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms of the Debt Financing Agreements. (b) Except as set forth in the Debt Financing Agreements, there are no conditions precedent or other contingencies to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c) The Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of this Agreement, Parent and Purchaser will (and Parent will cause MIFSA 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 reasonably necessary to arrange and obtain the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing Date. Date to the extent necessary to consummate the Transactions, and will not (eand Parent will cause MIFSA not to), without the Company’s prior written consent, amend, modify, replace, terminate or agree to any waiver under the Debt Commitment Letter if such amendment, modification, replacement, termination or waiver (i) As reduces the aggregate amount of the Debt Financing to an amount that, together with Purchaser’s, the Company’s and their respective Affiliates’ cash and cash equivalents on hand and available committed credit facilities, would be less than an amount that would be required to fund the cash payments required to consummate the Transactions or (ii) changes the conditions to obtaining the Debt Financing or adds new or additional conditions precedent to obtaining the Debt Financing, if such change would reasonably be expected to (A) materially delay or prevent the Closing, and after giving effect to all (B) make the funding of the transactions Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing on the Closing Date) materially less likely to occur or (C) materially adversely impact the ability of MIFSA to enforce its rights against the other parties to the Debt Commitment Letter or the definitive agreements with respect thereto; provided, however, that, notwithstanding the foregoing, Parent may cause MIFSA to (1) amend or replace the Debt Commitment Letter or the Debt Fee Letter to add lenders, arrangers, bookrunners, syndication agents, managers or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement and (2) implement or exercise any “flex” provisions provided in the Debt Fee Letter as in effect on the date of this Agreement. In the event that new commitment letters are entered into in accordance with any amendment, modification or replacement of the Debt Commitment Letter permitted pursuant to this Section 6.14, such new commitment letters shall be deemed to be a “Debt Commitment Letter” for all purposes of this Agreement and references to “Debt Financing” herein shall include and mean the financing contemplated by this Agreementthe Debt Commitment Letters as so amended, Purchasers will be Solventmodified or replaced, as applicable.

Debt Financing. 13.13.1 Each Buyer Party shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and consummate its respective Debt Financing on the terms and conditions described in its respective Debt Commitment Letter, including using reasonable best efforts to (a) Purchasers negotiate and enter into definitive agreements with respect thereto on terms and conditions contained therein, (b) satisfy on a timely basis all terms, covenants and conditions applicable to such Buyer Party in such definitive agreements, and (c) consummate the Debt Financing at or prior to the Initial Closing Date; provided, however, that if a Buyer Party has raised through alternative sources sufficient funds to meet its obligations to pay its portion of the Cash Purchase Price and any costs or expenses incurred by such Buyer Party in connection with the consummation of the Contemplated Transactions without any proceeds under such Debt Financing, such Buyer Party shall have delivered no obligation to Sellers true arrange Debt Financing on the terms and conditions described in its respective Debt Commitment Letter or otherwise. In the event any portion of the Debt Financing of either Buyer Party becomes unavailable on the terms and conditions contemplated in the applicable Debt Commitment Letter, and to the extent such Buyer Party will not have sufficient funds to meet its obligations to pay its portion of the Cash Purchase Price without some or all of the proceeds under such Debt Financing, such Buyer Party shall use its reasonable best efforts to arrange to obtain any such portion from alternative sources on comparable or more favorable terms to such Buyer Party (as determined in the reasonable judgment of such Buyer Party) as promptly as practicable following the occurrence of such event. Each Buyer Party will furnish correct and complete copies of the executed all definitive agreements dated as of the date hereof (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party respect to the Debt Financing Agreements to Seller promptly upon their execution. No Buyer Party shall amend or alter, or agree to amend or alter, the Debt Commitment Letters in any manner that would prevent or materially impair or delay the consummation of the Contemplated Transactions without the prior written consent of Seller. 13.13.2 Each Buyer Party shall keep Seller informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange its respective Debt Financing, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Debt Commitment Letter if such amendment would or would be reasonably expected to materially and adversely affect or delay in any material respect such Buyer Party’s ability to consummate the Contemplated Transactions, without first obtaining Seller’s prior written consent (the “Lender”) relating not to be unreasonably withheld or delayed). 13.13.3 Notwithstanding anything to the commitment contrary in this Agreement, the Buyer Parties acknowledge and agree that their obligations hereunder are not conditioned in any manner upon their obtaining any financing, and the existence of any conditions contained in their respective Debt Commitment Letters shall not constitute, or be construed to constitute, a condition to the consummation of the Lender to provide Contemplated Transactions; provided, however, that the full amount foregoing shall not limit in any manner the ability of the Initial Purchase Price and all related fees and expenses, collectively referred any Party to in terminate this Agreement in accordance with Article 15 and the sole remedy for any such termination shall be as described in Section 15.3. 13.13.4 Seller agrees to provide, and shall cause the “Debt Financing”. At ClosingArchstone Entities and its and their Representatives to use Commercially Reasonable Efforts to provide, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms of reasonable cooperation in connection with the Debt Financing Agreements. and any debt, equity or other offering or source of financing by AVB, ERPOP or EQR prior to the Initial Closing as may be reasonably requested by the Buyer Parties (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Business of the Archstone Entities), including (a) participation in meetings with potential lenders and underwriters, upon reasonable prior notice by the Buyer Parties, (b) Except as set forth in the Debt Financing Agreements, there are no conditions precedent or other contingencies furnishing Buyer Parties with pertinent information available to the obligations of Archstone Entities and their Representatives regarding the Lender Archstone Entities and the Transferred Assets and the Transferred Subsidiary Assets, subject to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c) The Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreementsapplicable confidentiality agreements, other than any such default(c) assist the Buyer Parties, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction extent reasonably necessary, in obtaining customary accountants’ comfort letters and consents from the Archstone accountants, and (d) assist with the preparation of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it customary materials in connection with the Debt Financing Agreements on or prior any such other debt, equity or other offering or source of financing by AVB or ERPOP to the Closing Date. extent such documents described in this clause (ed) As contain disclosure reflecting or referring to any of the ClosingArchstone Entities or Joint Ventures; provided, and after giving effect that performance of Seller’s obligations pursuant to all of the transactions contemplated by this Agreement, Purchasers will be SolventSection 13.13.4 shall not cause Seller to incur any unreimbursed Liability.

Debt Financing. (a) Purchasers have delivered Acquisition LP will use its commercially reasonable efforts (including preparing the necessary offering circulars, private placement memoranda, prospectuses, registration statements or other offering documents or marketing materials and negotiating definitive loan documentation providing for funding conditions not materially more onerous than those set forth in the Senior Bank Commitment Letter or the Bridge Commitment Letter, as the case may be) in order for (x) U.S. Acquisition Co. to Sellers true and complete copies consummate by the Termination Date (i) the senior secured financing contemplated by the Senior Bank Commitment Letter, (ii) the sale of the executed definitive agreements dated as debt securities in an aggregate principal amount of the date hereof Four Hundred Million United States Dollars ($400,000,000) (as they such amount may be amendedadjusted, restated or modified from time to time as appropriate, as contemplated by the Fee Letter), and (iii) if such debt securities are not issued in accordance with the terms hereof, collectivelysuch aggregate principal amount, the “Debt Financing Agreements”bridge financing contemplated by the Bridge Commitment Letter and (y) entered into with Australia Acquisition Co. to obtain by the lender party Termination Date the Australian financings contemplated by the Senior Bank Commitment Letter; provided that in no event shall Acquisition LP have any obligation hereunder to proceed to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to Closing under the terms of the Debt Financing Agreementsbridge loan contemplated by the Bridge Commitment Letter at any time prior to the Termination Date. In the event that either the Senior Bank Commitment Letter or the Bridge Commitment Letter expires or is terminated for any reason, Acquisition LP shall (A) promptly notify ConAgra of such expiration or termination and the reasons therefore and (B) use its commercially reasonable efforts, until the Termination Date, to obtain alternate financing for the transactions contemplated by this Agreement; provided, however, that Acquisition LP shall not be required to obtain alternate financing on terms materially less favorable to the borrower thereunder than those set forth in the Senior Bank Commitment Letter or the Bridge Commitment Letter, as the case may be. (b) Except If Acquisition LP requests, ConAgra shall reasonably cooperate, shall cause Holdco and each Acquired Company to reasonably cooperate, and shall instruct its independent accountants to reasonably cooperate, at any time prior to the Closing, and after the Closing, with respect to (i) the senior secured financing contemplated by the Senior Bank Commitment Letter, (ii) the sale of senior notes as contemplated by the Engagement Letter in an aggregate principal amount of Four Hundred Million United States Dollars ($400,000,000) (as such amount may be adjusted, as appropriate, as contemplated by the Fee Letter), (iii) if such debt securities are not issued in such aggregate principal amount, the bridge financing contemplated by the Bridge Commitment Letter, (iv) the Australian financings contemplated by the Senior Bank Commitment Letter, (v) if the bridge financing contemplated by the Bridge Commitment Letter is made, the private placement of debt securities, the proceeds of which are to be used to refinance such bridge loan, (vi) any shelf registration statement filed following the Closing with respect to the Exchange Securities (as defined in the Senior Bank Commitment Letter and the Bridge Commitment Letter), and (vii) any registration statement filed following the Closing relating to a Registered Exchange Offer (as described in the Senior Bank Commitment Letter and the Bridge Commitment Letter) (including providing reasonable assistance in the preparation of one or more offering circulars, private placement memoranda, prospectuses, registration statements or other offering documents or marketing materials relating to a debt financing or any other filings that may be made with the U.S. Securities and Exchange Commission in connection therewith). Such cooperation shall include (A) using reasonable commercial efforts to provide or cause to be provided each of the historical financial statements relating to the Businesses, the related "comfort" letters of ConAgra's accountants thereon and the other materials set forth in Exhibit 9.2.3(b), in each case on or before the Debt Financing Agreementsapplicable date set forth in Exhibit 9.2.3(b); (B) furnishing to its independent accountants such customary management representation letters as such accountants may reasonably require of ConAgra as a condition to its execution of any required accountant's consents necessary in connection with the delivery of any "comfort" letters reasonably requested by the financing sources in connection with the contemplated financings; (C) causing senior management, there are no representatives, advisors and appropriate officers and members of the management team of ConAgra and the Acquired Companies to participate, at the request of Acquisition LP, and at such times and places as Acquisition LP may request, in drafting meetings and other informational meetings with potential lenders, presentations and other activities in connection with the "road shows"; and (D) taking such other actions within the control of ConAgra or its Affiliates reasonably necessary to satisfy the conditions precedent or other contingencies provided for in the Senior Bank Commitment Letter, the Bridge Commitment Letter, and the definitive documentation with respect to the obligations of Facilities (as defined in the Lender Senior Bank Commitment Letter and the Bridge Commitment Letter), including, without limitation, actions relating to provide the Debt Financing obtaining or any contingencies that would permit the Lender perfecting Liens, releasing Liens, providing access to reduce the total amount of the Debt Financingproperties and assets for third party appraisals, furnishing officers' certificates, obtaining consents, establishing new lock-boxes and implementing a new cash management system. (c) The Debt Financingunaudited interim and/or audited historical financial statements, when funded in accordance with the terms of the Debt Financing Agreementsif any, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers relating to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements Businesses for periods ending on or after May 27, 2001, and prior to the Closing Date. (ethat are included in Exhibit 9.2.3(b), and any pro forma financial statements that are included in Exhibit 9.2.3(b) As and are required to be provided or caused to be provided by ConAgra in accordance with Section 9.2.3(b)(A) and which are included in the offering memorandum relating to the initial offering of the Closing, debt securities or the subsequent registration statement registering the exchange or refinancing of such debt securities shall be accompanied by a certificate (the "Representation and after giving effect to all Warranty Certificate") in the form of the transactions contemplated by this Agreement, Purchasers will be SolventExhibit 9.2.3(c).

Debt Financing. (a) Purchasers have delivered Each of Parent, US Holdings, Merger Sub 1 and Merger Sub 2 shall use its reasonable best efforts to Sellers true and complete copies of the executed definitive agreements dated as of the date hereof (as they may be amendedtake, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid taken, all reasonable actions and do, or cause to be done, all things necessary, reasonably proper or reasonably advisable to arrange, obtain and consummate by no later than immediately prior to the First Merger Effective Time the Debt Financing and obtain the net cash proceeds thereof (after taking into account any and all commitment fees original issue discount and other fees required to be paid pursuant to deductions from the loan amount) on the terms and conditions described in the Debt Commitment Letter (including the “market flex” provisions of the fee letter) in an amount sufficient, together with other immediately available cash sources and amounts (none of which are subject to any conditions to funding) available to Parent on the Closing Date, to equal at least the Required Amount. None of Parent, US Holdings, Merger Sub 1 or Merger Sub 2 shall permit any (x) termination of the Debt Commitment Letter except in connection with any entry into an Alternative Financing Agreements. permitted under Section 6.20(b) (b) Except as set forth in it being understood that the Debt Financing Agreements, there are no conditions precedent automatic reduction or other contingencies to the obligations termination of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c) The Debt Financing, when funded commitments in accordance with the terms of the Debt Commitment Letter shall not constitute such a termination) or (y) amendment or restatement to be made to, or any waiver of any provision under, the Debt Commitment Letter if such amendment, restatement, or waiver (i) with respect to the Debt Commitment Letter, reduces the aggregate cash amount of the Debt Financing Agreementsbelow the amount necessary, shall provide Purchasers when taken together with acquisition financing all other immediately available cash sources and amounts available to Parent, US Holdings, Merger Sub 1 and Merger Sub 2 (none of which are subject to any conditions to funding) to equal at least the Required Amount, (ii) imposes new or additional conditions precedent to the Debt Financing, in each case in a manner that would materially delay or prevent the consummation of the Transactions or the funding of the full cash amount of the Debt Financing on the Closing Date sufficient that is necessary, together with other immediately available sources and amounts, to pay equal at least the Initial Purchase Price Required Amount, and (iii) adversely affects the ability of Parent or its applicable Subsidiary to pay related fees enforce its rights against other parties to the Debt Commitment Letter or the Definitive Agreements as so amended, modified, waived or replaced, relative to the ability of Parent and expensesits Subsidiaries to enforce their respective rights against such other parties to the Debt Commitment Letter as in effect on the date hereof; provided that, notwithstanding anything to the contrary contained in this Section 6.20, (A) Parent, US Holdings, Merger Sub 1 or Merger Sub 2 may effect any such amendment or restatement to or waiver of any of its rights under the Debt Commitment Letter and/or substitution of other debt financing for all or any portion of the Debt Financing, in each case, so long as the foregoing complies with the provisions of this sentence that appear before this proviso and (B) Parent, US Holdings, Merger Sub 1 or Merger Sub 2 may amend or restate the Debt Commitment Letter to implement any “market flex” provisions of any fee letter relating to the Debt Financing as in effect on the date hereof (or that come into effect after the date hereof, but that are not in violation of the provisions of the sentence that appears before this proviso) to the extent required to be implemented by the Financing Sources or otherwise pursuant to the terms of any such fee letter or to add lenders, purchasers, investors, lead arrangers, bookrunners, syndication agents or other Financing Sources who had not executed the Debt Commitment Letter as of the date hereof in accordance with the Debt Commitment Letter as in effect on the date hereof and, in connection therewith, amend or restate the economic and other arrangements to the extent relating to the appointment of such additional lenders, purchasers, investors, lead arrangers, bookrunners, syndication agents or other Financing Sources. Parent, US Holdings, Merger Sub 1 and Merger Sub 2 shall not agree to the termination of any commitment in respect of the Debt Financing without the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) (except any termination or reduction of commitments in accordance with the terms of the Debt Commitment Letter). Parent shall deliver to the Company copies of any amended or restated Debt Commitment Letter or any written waiver thereto promptly following the execution thereof (provided that any fee letter (or any amendment, restatement or waiver to any such fee letter) may be subject to redactions of fee amounts, percentages, flex provisions and any other economic terms and other provisions that are customarily redacted in connection with transactions of this type, so long as such redaction does not cover terms that would adversely affect the conditionality or termination of the Debt Financing). For purposes of this Agreement, as applicable, (X) references to “Debt Financing” shall include the debt financing contemplated by the Debt Commitment Letter as permitted to be amended, restated, modified, supplemented or replaced by this Section 6.20(a) and any Alternative Financing permitted by Section 6.20(b) and (Y) references to “Debt Commitment Letter” shall include such documents as permitted to be amended, restated, modified, supplemented or replaced by this Section 6.20(a) or any commitment letters for Alternative Financing permitted by Section 6.20(b). (db) The Debt Financing Agreements are validEach of Parent, binding US Holdings, Merger Sub 1 and Merger Sub 2 shall use its reasonable best efforts to (i) maintain in full force and effect the Debt Commitment Letter (and no event has occurred thatto the extent that the Required Revolving Amendment (as defined in the Debt Commitment Letter) (the “Amendment”) is consummated in accordance with the Debt Commitment Letter such that commitments thereunder are automatically reduced or terminated, the Parent Credit Facility), (ii) promptly negotiate and enter into definitive agreements with or without notice, lapse of time, or both, would reasonably be expected respect to constitute a default or breach or a failure to satisfy a condition precedent the Debt Financing on the part of Purchasers under the terms and conditions contained in the Debt Commitment Letter, taking into account any market flex provisions (or, except to the extent agreed to by Parent, US Holdings, Merger Sub 1 and Merger Sub 2, on terms no less favorable to Parent, US Holdings, Merger Sub 1 or Merger Sub 2 than the terms and conditions in the Debt Commitment Letter), (iii) satisfy (unless waived) on a timely basis (taking into account the timing of the Marketing Period) all conditions precedent to funding in the Debt Commitment Letter (and following the consummation of the Amendment, the Parent Credit Facility) and to consummate the Debt Financing at or prior to the Closing, (iv) comply with its obligations under the Debt Commitment Letter (and following the consummation of the Amendment, the Parent Credit Facility) and (v) consummate the Debt Financing at or prior to the Closing Date (including drawing on any interim or bridge financing provided under the Debt Commitment Letter or drawing on the revolving credit facility under the Parent Credit Facility on the Closing Date to the extent necessary to obtain the Required Amount). Parent shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), take any action or enter into any transaction that would or would be reasonably expected to materially delay or prevent consummation of all or any portion of the cash amount of the Debt Financing Agreementsnecessary, after taking into account other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender immediately available sources and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements amounts available on or prior to the Closing Date (none of which are subject to any conditions to funding), to fund in cash at least the Required Amount. Parent shall, upon reasonable written request by the Company, keep the Company informed, in all reasonable detail on a reasonably prompt basis, of the status of its efforts to arrange and consummate the Debt Financing. Without limiting the foregoing, Parent, US Holdings, Merger Sub 1 and Merger Sub 2 shall promptly, and in any event within 48 hours following the occurrence thereof, in each case to the extent Parent has knowledge thereof, notify the Company if at any time prior to the Closing Date (A) the Debt Commitment Letter is terminated by the Financing Sources party thereto, (B) any Financing Source party to the Debt Commitment Letter indicates in writing to Parent that it will not provide the cash Debt Financing contemplated by the Debt Commitment Letter (except for automatic reductions of commitments thereunder in accordance with the terms of the Debt Commitment Letter), or (C) Parent, US Holdings, Merger Sub 1 or Merger Sub 2 or, to the knowledge of Parent, any Financing Source party to the Debt Commitment Letter defaults under or breaches, in each case in any material manner, or repudiates the Debt Commitment Letter. Upon the occurrence of any circumstance referred to in clause (A), (B) or (C) of the preceding sentence or if all or any portion of the Debt Financing otherwise becomes unavailable, and such portion is required in order for Parent, US Holdings, Merger Sub 1 and Merger Sub 2 to have immediately available cash sources and amounts (none of which are subject to any conditions to funding), together with any available portion of the Debt Financing, equal at least the Required Amount as of or immediately prior to the First Merger Effective Time, Parent, US Holdings, Merger Sub 1 and Merger Sub 2 shall use their reasonable best efforts to arrange and obtain as promptly as practicable (and in any event prior to the Closing Date) in replacement thereof alternative financing from the same or alternative sources (“Alternative Financing”) in an amount sufficient, when funded in accordance with its terms (assuming the maximum amount of “market flex” under any applicable fee letter) for Parent, US Holdings, Merger Sub 1 and Merger Sub 2 to have immediately available cash sources and amounts (none of which are subject to any conditions to funding) equal at least the Required Amount as of immediately prior to the First Merger Effective Time. Parent shall use reasonable best efforts to arrange and obtain such Alternative Financing on terms and conditions not materially less favorable, in the aggregate (unless agreed to by the Company, such consent not to be unreasonably withheld, delayed or conditioned), to Parent and its Subsidiaries, taken as a whole, after the Closing than the terms and conditions in the Debt Commitment Letter and any fee letter (including with respect to funding and timing of funding); provided that, notwithstanding anything to the contrary in this Agreement, Parent, US Holdings, Merger Sub 1 and Merger Sub 2 shall not be required to pay more fees, OIDs or other amounts or incur an increase in pricing (other than immaterial increases relative to the overall financing cost of the Transaction), in the aggregate, relative to the pricing, amounts, percentages or fee terms of the Debt Commitment Letter or any fee letter, as applicable, as in effect on the date of this Agreement, taking into account any “market flex” terms, or seek equity financing from any Person. Parent shall deliver to the Company true and correct copies of all commitment letters related to any such Alternative Financing; provided that fee amounts, percentages, flex provisions and any other economic terms and other provisions that are customarily redacted in connection with transactions of this type in any documents related to such Alternative Financing may be redacted, so long as such redaction does not cover terms that would affect the conditionality or termination of the Debt Financing. Parent, US Holdings, Merger Sub 1 and Merger Sub 2 acknowledge and agree that the obtaining of the Debt Financing, or any Alternative Financing, is not a condition to Closing. For purposes of this Agreement, the definition of “Debt Commitment Letter” shall include any amendment, restatement, supplement or other modification or waiver thereto, or any replacement or substitution thereof, in each case to the extent expressly permitted under this Section 6.20 and the definition of “Debt Financing” shall include any Alternative Financing. If the Amendment is obtained, Parent shall not amend, amend and restate, supplement or otherwise modify the Parent Credit Facility in any manner that would reasonably be expected to prevent, delay or impair the consummation of the Transactions or the availability to Parent, US Holdings, Merger Sub 1 and Merger Sub 2 of immediately available cash sources and amounts (none of which are subject to any conditions to funding), together with any available portion of the Debt Financing, equal to at least the Required Amount as of or immediately prior to the First Merger Effective Time. (ec) As Prior to the Closing Date, the Company shall, and shall cause each of its Subsidiaries and each of its and their respective Representatives to, use reasonable best efforts to provide to Parent, US Holdings, Merger Sub 1 and Merger Sub 2, cooperation reasonably requested by Parent, US Holdings, Merger Sub 1, Merger Sub 2 or the Financing Sources in connection with the arrangement of the ClosingDebt Financing (including any permanent takeout financing with respect to any bridge financing), including using reasonable best efforts to (i) upon reasonable prior written notice, cause the participation by applicable management and Representatives of the Company, with appropriate seniority and expertise, in a reasonable number of meetings, presentations, roadshows, conference calls, drafting sessions, due diligence sessions and meetings with prospective lenders and other Financing Sources (including customary one-on-one meetings), investors and ratings agencies, including direct contact between Representatives of the Company and its Subsidiaries, on the one hand, and the Financing Sources, on the other hand, (ii) on reasonable prior written notice, assist Parent, US Holdings, Merger Sub 1, Merger Sub 2 or the Financing Sources with the preparation of customary bank books, confidential information memoranda, offering memoranda, private placement memoranda, lender and investor presentations, rating agency presentations and other customary documents required or requested by the Financing Sources in connection with the Debt Financing (including any Alternative Financing), including in the preparation of “public side” versions thereof and assisting Parent, US Holdings, Merger Sub 1, Merger Sub 2 and their respective Affiliates in obtaining any corporate or facility ratings from any ratings agencies contemplated by the Debt Financing, (iii) furnish Parent, US Holdings, Merger Sub 1, Merger Sub 2 and the Financing Sources reasonably promptly with the Required Financial Information and such other pertinent customary financial and other customary information (including “MD&A” and business descriptions) regarding the Company and its Subsidiaries as required or reasonably requested by Parent, US Holdings, Merger Sub 1, Merger Sub 2 or the Financing Sources and with information in response to due diligence requests of, and otherwise cooperate with the due diligence efforts of, the Financing Sources, and execute and deliver (A) customary authorization letters to accompany and customary marketing materials regarding the accuracy and completeness of information contained in such marketing materials with respect to the Company and its Subsidiaries and, with respect to any “public version” of such marketing materials, the lack of material non-public information with respect to the Company and its Subsidiaries therein and (B) customary management representation letters and CFO certificates with respect to the financial information included in the marketing materials for securities offerings, (iv) assist and provide customary information to assist Parent, US Holdings, Merger Sub 1, Merger Sub 2 and their respective Affiliates and Representatives in preparing pro forma financial statements; provided that the Company shall have no obligation to furnish any information relating to (A) the capitalization of the Company after giving effect to all of the transactions contemplated by this AgreementClosing and (B) any assumed cost savings, Purchasers will be Solvent.synergies and similar adjustments (if any) for the transaction

Debt Financing. (a) Purchasers have delivered Parent shall use its reasonable best efforts to Sellers true and complete copies of take (taking into account the executed definitive agreements dated as of the date hereof (as they may be amendedexpected timing for Closing), restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any taken, all actions and all commitment fees and other fees required do, or cause to be paid pursuant done, all things necessary, proper or advisable to obtain, no later than the terms Closing Date, the proceeds of the Debt Financing Agreements. (b) Except as set forth on the terms and conditions described in the Debt Financing AgreementsCommitment Letter, there are no conditions precedent or other contingencies including (i) maintaining in effect the Debt Commitment Letter in accordance with and subject to the obligations of terms and conditions set forth therein (it being understood that the Lender Debt Commitment Letter may be replaced or amended as provided below), (ii) negotiating definitive agreements with respect to provide the Debt Financing or any contingencies that would permit Alternative Debt Financing (the Lender to reduce “Definitive Debt Agreements”) substantially consistent with (or better than) the total amount of terms and conditions contained in the Debt Financing. Commitment Letter (cincluding, as necessary, any “market flex” provisions contained in any related fee letter), (iii) The satisfying on a timely basis (or obtaining a waiver of) all conditions in the Debt FinancingCommitment Letter and the Definitive Debt Agreements applicable to Parent or its Affiliates that are within their control and (iv) complying with the covenants applicable to it in the Debt Commitment Letter and in the Definitive Debt Agreements for the Debt Financing that are within its control to the extent the failure to comply with such covenants could adversely impact the amount, when funded certainty or timing, or the availability of, the Debt Financing or Alternative Debt Financing at the Closing. In the event that all conditions contained in the Debt Commitment Letter have been satisfied, Parent shall use its reasonable best efforts to cause the Debt Financing Sources to fund the Debt Financing at Closing (including by promptly taking enforcement action in the event of a material breach by the Debt Financing Source of their obligations under the Debt Commitment Letter or Definitive Debt Agreements (it being understood that a breach consisting of a refusal to fund in accordance with the terms of the Debt Financing Commitment Letter or Definitive Debt Agreements, as applicable, will be considered a material breach for purposes hereof)). Other than amendments, modifications or supplements to add lenders, lead arrangers, bookrunners, syndication agents or similar entities as parties to the Debt Commitment Letter (but if and only if the addition of such additional parties, individually or in the aggregate, and together with any amendments or modifications to the Debt Commitment Letter in connection therewith, would not result in the occurrence of a Restricted Commitment Letter Amendment (as defined below), Parent shall provide Purchasers with acquisition financing on not, without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed) permit any amendment or modification to, or any waiver of any material provision or remedy under, the Debt Commitment Letter or Definitive Debt Agreements if such amendment, modification, waiver or remedy (A) adds new (or expands or adversely amends or modifies any existing) conditions to the consummation of the Debt Financing in a manner that could reasonably be expected to (x) prevent or delay the Closing Date sufficient or (y) make the timely funding of the Debt Financing, or the satisfaction of the conditions to obtaining the Debt Financing, less likely to occur in any respect, (B) reduces the amount of the Debt Financing to an amount that would be less than the amount that would be required to pay the Initial Purchase Price Financing Amount, (C) adversely affects the ability of Parent to enforce its rights against other parties to the Debt Commitment Letter or the Definitive Debt Agreements, (D) waive any remedy available to Parent or its Affiliates thereunder or adversely affect the ability of Parent or its Affiliates to enforce or cause the enforcement of its rights under the Debt Financing, (E) allow for the early termination of the Debt Commitment Letter or (F) could reasonably be expected to prevent, impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement (clauses (A)-(F), collectively the “Restricted Commitment Letter Amendments”). In the event that any portion of the Debt Financing becomes unavailable, or Parent reasonably expects may become unavailable, on the terms and conditions in the Debt Commitment Letter, regardless of the reason therefor (other than Parent has the right to pay related fees terminate this Agreement pursuant to Section 8.01 hereof), or if Parent reasonably believes that an alternative debt financing (which, for the avoidance of doubt, will include the Series 2022-1 Term Notes referred to in the Debt Commitment Letter) will be more likely to be consummated than the Debt Financing contemplated by the Debt Commitment Letter, Parent will (i) use its reasonable best efforts to obtain alternative debt financing (in an amount at least equal to the Financing Amount) from the same or other sources (the “Alternative Debt Financing”) and expenses(ii) promptly notify the Company of such unavailability and the reason therefor or such determination that an Alternative Debt Financing will be more likely to be consummated than the Debt Financing contemplated by the Debt Commitment Letter. For the purposes of this Section 6.16 (other than as expressly provided otherwise), the term “Debt Financing” shall be deemed to include any Alternative Debt Financing arranged in compliance herewith, and the term “Debt Commitment Letter” and “Definitive Debt Agreement” shall be deemed to include any commitment letter (or similar agreement) or definitive agreement with respect to any such Alternative Debt Financing; provided, that, notwithstanding anything to the contrary herein, in no event shall any Alternative Debt Financing or amendment with respect to the Debt Commitment Letter be deemed to adversely expand the obligations set forth in this Section 6.16 of the Company and its Subsidiaries. (db) The Debt Financing Agreements are validParent shall promptly notify the Company in writing (i) of any breach or default (or, binding and in full force and effect and no to its knowledge, any event has occurred or circumstance that, with or without notice, lapse of time, time or both, would could reasonably be expected to constitute a default or give rise to any breach or a failure default) by any party to satisfy a condition precedent on the part Debt Commitment Letter or the Definitive Debt Agreement, (ii) of Purchasers under the receipt by any of Parent or Merger Sub or any of their Affiliates of any written notice from any Debt Financing Source with respect to any actual or threatened breach, dispute, termination or repudiation by any party to any Debt Commitment Letter or the Definitive Debt Agreement (but excluding in each case, for the avoidance of doubt, any ordinary course negotiations with respect to the terms and conditions of the Debt Financing Agreementsor any Definitive Debt Agreement with respect thereto), other than (iii) if for any such defaultreason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Debt Financing necessary to fund the Financing Amount on the terms, breach in the manner or failure that has been waived from the sources contemplated by the Lender Debt Commitment Letter or otherwise cured in a timely manner by Purchasers pursuant to an Alternative Debt Financing at or prior to the satisfaction time that the Closing is required to occur pursuant to the terms hereof and (iv) of the Lender termination or expiration of the Debt Commitment Letter or Definitive Debt Agreement. Upon the request of the Company, Parent shall keep the Company reasonably informed (and Purchasers do provide information reasonably requested by the Company) including, without limitation, relating to any circumstance referred to in clause (i), (ii), (iii) or (iv) of the immediately preceding sentence; provided that Parent shall not have be obligated to provide any reason to believe information that they will be unable to satisfy would jeopardize any attorney-client privilege) on a timely reasonably current basis of the status of its efforts to consummate the Debt Financing. Notwithstanding the foregoing, compliance by Parent with this Section 6.16(b) shall not relieve Parent of its obligation to consummate the transactions contemplated by this Agreement, whether or not the Debt Financing is available; provided, that any term or breach by Parent of this Section 6.16(b) shall not cause the condition in Section 7.03(b) to closing fail to be satisfied by it in if Parent obtains the Debt Financing Agreements on in the amount no less than the Financing Amount at or prior to the Closing Date. (ec) As Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to provide, and shall use its reasonable best efforts to cause its Representatives, as jointly determined by the Company and Parent and at Parent’s sole expense, to provide, all cooperation as is customary and reasonably requested by Parent in connection with the arrangement of the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing business or operations of the Company or any of its Subsidiaries); including using reasonable best efforts to, upon Parent’s reasonable request: (i) participate in a reasonable number of virtual meetings, conference calls, presentations, road shows, due diligence sessions and sessions with arrangers, potential lenders and/or rating agencies, at reasonable times and locations mutually agreed, and upon reasonable notice; (ii) assist Parent with the preparation of (but shall have no obligation to prepare) customary rating agency presentations, bank information memoranda, offering memoranda, confidential information memoranda, private placement memoranda, prospectuses and similar marketing documents and investor and lender presentations (including a customary authorization letter) required in connection with the Debt Financing; (iii) assist Parent in connection with the preparation of (but not executing prior to the Closing) any loan agreement, guarantees, pledge and security documents and other definitive financing documents as may be reasonably requested by Parent or the Lenders and otherwise reasonably cooperating with Parent and the Lenders in facilitating the pledging of collateral and the granting of security interests relating to the collateral if required by the Debt Commitment Letter, it being understood that such documents will not take effect until the Closing; (iv) provide or obtain customary closing, solvency and perfection certificates and insurance, in each case, as reasonably requested by Parent provided that they are contingent on the completion of the Debt Financing; (v) take all corporate and other customary actions, subject to the occurrence of the Closing, and after giving effect reasonably requested by Parent to all permit the consummation of the transactions Debt Financing; (vi) obtain from the Company’s existing banking lenders customary payoff letters, lien releases and instruments of termination or discharge; (vii) as promptly as practicable, furnish Parent with such pertinent historical consolidated financial statements and other pertinent historical financial information regarding the Company as may be reasonably requested by Parent for the consummation of the Debt Financing and provide Parent with information reasonably requested by Parent in connection with (but not be responsible for) Parent’s preparation of customary pro forma financial information and pro forma financial statements; and (viii) at least three (3) Business Days prior to the Closing Date, provide all documentation and other information about the Company and each of its Subsidiaries as is reasonably requested in writing by Parent at least ten (10) Business Days prior to the Closing Date that relates to applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and customary beneficial ownership certifications. The foregoing notwithstanding, nothing in this Section 6.16(c) or otherwise shall require (i) any persons who are directors of the Company or any of its Subsidiaries prior to the Closing Date to pass resolutions or consents to approve or authorize any aspect of the Debt Financing to the extent they are not continuing in the same role following the Closing Date; (ii) the Company and its Subsidiaries to pass resolutions or consents to approve or authorize any aspect of the Debt Financing prior to the Closing that is not contingent on the occurrence of the Closing; (iii) the Company or any of its Subsidiaries or any of their respective Representatives to enter into any agreement (other than customary authorization letters and KYC/beneficial ownership certification documentation) or undertake any obligation which becomes effective prior to the Closing and that is not contingent on the occurrence of the Closing; (iv) the Company or any of its Subsidiaries to pay any commitment or other similar fee or incur any other cost or expense, in each case prior to the Closing that is not contingent on the occurrence of the Closing; (v) the Company, any Subsidiary or any Representative thereof to deliver any opinion; (vi) the Company or any of its Subsidiaries to take any action that could reasonably be expected to (A) conflict with, or result in any violation or breach of, or default under, the organizational documents thereof, any applicable Law, or any material contract to which it is a party; (B) result in the waiver of any legal privilege; (C) cause any condition to the Closing set forth in Article 7 to not be satisfied; or (D) cause a breach of this Agreement; (viii) any Representative of the Company to deliver any certificate or take any other action in any personal capacity; or (ix) the preparation of quarterly or annual financial statements for the Company with a different fiscal quarter or fiscal year end than the Company’s current fiscal quarter and fiscal year end dates. (d) Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonably attorneys’ fees) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with the cooperation contemplated by this AgreementSection 6.16(c) (other than the preparation of its normal quarterly and annual financial statements). Parent shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all losses, Purchasers will be Solventdamages, claims, costs, charges or expenses (including reasonable attorneys’ fees), suffered or incurred by them (A) in connection with (i) the Debt Financing (including the arrangement or obtaining thereof), (ii) any action taken by them pursuant to Section 6.16(c), or (iii) any information utilized in connection with the Debt Financing except with respect to any historical financing statements or other information provided by or on behalf of the Company or any of its Subsidiaries in writing specifically for use in connection with any Debt Financing or (B) to the extent any of the foregoing are attributable to the bad faith, willful misconduct or fraud of the Company or its Representatives. (e) The Company hereby consents to the reasonable and customary use 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 or reasonably likely to harm or disparage the Company or any of the Subsidiaries or the reputation or goodwill of the Company or any of the Subsidiaries.

Debt Financing. (a) Purchasers have delivered Buyer shall use its reasonable best efforts, and shall cause each of its Subsidiaries to Sellers true and complete copies of the executed definitive agreements dated as of the date hereof (as they may be amendeduse its reasonable best efforts, restated or modified from time to time in accordance with the terms hereoftake, collectively, the “Debt Financing Agreements”) entered into with the lender party to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any taken, all actions, and all commitment fees and other fees required do, or cause to be paid pursuant done, all things necessary, proper or advisable to obtain funds sufficient to fund the Financing Amounts no later than the Closing Date, including using reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds of the Financing on the terms and subject only to the terms of the Debt Financing Agreements. (b) Except as set forth conditions described in the Debt Financing AgreementsCommitment Letter, there are no conditions precedent or other contingencies including by (i) maintaining in effect the Debt Commitment Letter, (ii) negotiating and entering into definitive agreements with respect to the obligations of Financing (the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c“Definitive Agreements”) The Debt Financing, when funded in accordance consistent with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of contained therein (including, as necessary, the Debt Financing Agreements, other than “flex” provisions contained in any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements related fee letter) on or prior to the Closing Date, (iii) satisfying on a timely basis all conditions in the Debt Commitment Letter and the Definitive Agreements within Buyer’s control and complying with its obligations thereunder and (iv) enforcing its rights under the Debt Commitment Letter, in each case in a timely and diligent manner. (eb) As In the event any portion of the ClosingFinancing contemplated by the Debt Commitment Letter becomes unavailable regardless of the reason therefor, and after giving effect such amount of Financing is necessary to all finance the Financing Amounts, (i) Buyer shall promptly notify Seller in writing of such unavailability and the reason therefor and (ii) Buyer shall use its reasonable best efforts, and shall cause each of its Subsidiaries to use their reasonable best efforts, to obtain as promptly as practicable following the occurrence of such event, alternative financing for any such portion from alternative sources (the “Alternative Financing”) in an amount sufficient, when taken together with cash and the other sources of immediately funds available to Buyer at the Closing to pay the Financing Amounts and that do not include any conditions to the consummation of such alternative financing that, taken as a whole, are materially more onerous to the Buyer than the conditions set forth in the Debt Commitment Letter. To the extent requested in writing by Seller from time to time, Buyer shall keep Seller informed on a reasonably current basis of the transactions contemplated status of its efforts to arrange and consummate the Financing. Without limiting the generality of the foregoing, Buyer shall promptly notify Seller in writing if there exists any actual or threatened material breach, default, repudiation, cancellation or termination by any party to the Debt Commitment Letter or any Definitive Agreement and a copy of any written notice or other written communication from any Financing Party with respect to any actual material breach, default, repudiation, cancellation or termination by any party to the Debt Commitment Letter or any Definitive Agreement of any provision thereof. The foregoing notwithstanding, compliance by Buyer with this AgreementSection 5.14 shall not relieve Buyer of its obligations to consummate the Contemplated Transactions whether or not the Financing is available. (c) None of Buyer nor any of its Subsidiaries shall (without the prior written consent of Seller, Purchasers will such consent not to be Solvent.unreasonably withheld, delayed or conditioned) consent or agree to any amendment, replacement, supplement, termination or modification to, or any waiver of any provision under, the Debt Commitment Letter or the Definitive Agreements if such amendment, replacement, supplement, modification or waiver (i) decreases the aggregate amount of the Financing to an amount that would be less than an amount that would be required, when taken together with Cash held by Buyer and the Sale Entities on the Closing Date and the other sources of funds available to Buyer on the Closing Date, to pay the Financing Amounts, (ii) could

Debt Financing. (a) Purchasers have delivered Parent will use its reasonable best efforts to Sellers true arrange and complete copies of obtain the executed Debt Financing at Closing, including using its reasonable best efforts to (i) maintain in effect the Debt Commitment Letter, (ii) comply in all material respects with its obligations under the Debt Commitment Letter, (iii) negotiate definitive agreements dated as of the date hereof (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party respect to the Debt Financing Agreements contemplated by the Debt Commitment Letter on the terms and conditions contained therein, (the “Lender”iv) relating satisfy on a timely basis all conditions to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms initial funding of the Debt Financing Agreementsat Closing applicable to Parent or its Affiliates in the Debt Commitment Letter and such definitive agreements, in each case, that are within its control, (v) enforces its rights under the Debt Commitment Letter and (vi) consummate at Closing the Debt Financing contemplated by the Debt Commitment Letter. (b) Except If any portion of the Debt Financing contemplated by the Debt Commitment Letter becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter for any reason other than failure of the conditions in Article VI to be satisfied, Parent will use reasonable best efforts to obtain (i) alternative financing for any such portion from alternative sources on terms not materially less favorable than those set forth in the Debt Commitment Letter and (ii) one or more new or amended Debt Commitment Letters and new or amended definitive agreements with respect to such alternative financing. Parent will promptly provide the Company Parties with an executed copy of any new or amended Debt Commitment Letter and a redacted (solely as to fees and other economic terms and any flex provisions) copy of any fee letter in connection therewith. If any new or amended Debt Commitment Letters are obtained, (i) any reference in this Agreement to the “Debt Commitment Letter” will be deemed to include such new or amended Debt Commitment Letters to the extent still then in effect (together with any accompanying fee letter), (ii) any reference in this Agreement to the “Debt Financing” will mean the debt financing contemplated by the Debt Commitment Letters as modified pursuant to the foregoing and (iii) any reference in this Agreement to the “Lenders” will be deemed to include the lender parties to such new or amended Debt Commitment Letters to the extent still then in effect. (c) Parent will (i) keep the Company Parties informed following written demand in reasonable detail of the status of its efforts to obtain the Debt Financing or any alternative financing pursuant to Section 5.22(b)) and (ii) promptly provide the Company Parties with copies of all executed amendments, modifications or replacements of the Debt Commitment Letter or definitive agreements for the Debt Financing entered into prior to Closing. Parent will promptly notify the Company Parties (A) of any breach or default by any party to the Debt Commitment Letter or definitive agreements for the Debt Financing entered into prior to Closing of which Parent or any of its Affiliates becomes aware, (B) of the receipt by Parent or any of its Affiliates of any written notice or other written communication from any Lender with respect to any breach or default, or any termination or repudiation, in each case, by any party to the Debt Commitment Letter or any definitive agreements for the Debt Financing entered into prior to Closing and (C) if for any reason Parent at any time believes it will not be able to obtain all or any portion of the Debt Financing contemplated to be funded at Closing on the terms, in the manner or from the sources contemplated by the Debt Commitment Letter or any definitive agreements related to the Debt Financing entered into prior to Closing. Notwithstanding any of the foregoing, in no event will Parent be under any obligation to disclose any information pursuant to this Section 5.22 that would waive the protection of the attorney-client or other legal privilege or result in the violation of any applicable confidentiality undertakings; provided, however, that in such case, Parent will, to the extent permitted by applicable requirements of Law and/or such applicable confidentiality undertakings, provide notice to the Company Parties that such information is being withheld and a general description of such information. (d) Parent will use its reasonable best efforts to arrange and obtain at or prior to Closing any consents and/or amendments to that certain Credit, Security and Guaranty Agreement (the “MidCap Credit Agreement”), dated as of May 21, 2021, among CSSE and its subsidiaries party thereto as borrowers, Midcap Financial Trust, in its capacity as administrative agent thereunder, and each of the lenders party thereto, necessary to permit the Debt Financing and the other transactions contemplated hereby (the “MidCap Consent/Amendment”). (e) If the commitments under the MidCap Credit Agreement become unavailable and/or if Parent is not able to obtain the MidCap Consent/Amendment, Parent will use reasonable best efforts to promptly refinance the MidCap Credit Agreement with replacement financing meeting the applicable requirements set forth in the Debt Financing Agreements(which replacement financing shall, there are no conditions precedent or other contingencies to for the obligations avoidance of the Lender to provide doubt, permit the Debt Financing or and the other transactions contemplated hereby). Parent will promptly provide the Company Parties with drafts and executed copies of any contingencies that would permit the Lender definitive agreements relating to reduce the total amount of the Debt Financing. (c) The Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing Daterefinancing. (e) As of the Closing, and after giving effect to all of the transactions contemplated by this Agreement, Purchasers will be Solvent.

Debt Financing. (a) Purchasers have delivered Buyer shall use its reasonable best efforts to Sellers true take or cause to be taken all actions and complete copies to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange and obtain the proceeds of the executed Debt Financing at or prior to the Closing, including using its reasonable best efforts to: (i) maintain in effect the Commitment Letter in accordance with the terms and subject to the conditions thereof, (ii) comply with its obligations under the Commitment Letter, (iii) negotiate and enter into definitive agreements dated with respect thereto on substantially the terms and conditions contained in the Commitment Letter as promptly as practicable after the date hereof, but in no event later than the Closing, or on such other terms and conditions no less favorable in the aggregate to Buyer than the terms and conditions contained in the Commitment Letter (provided that such other terms could not reasonably be expected to delay or hinder the Closing), (iv) satisfy on a timely basis all conditions applicable to Buyer in the Commitment Letter (or definitive agreements entered into with respect to the Commitment Letter), and (v) in the event that all conditions in the Commitment Letter have been satisfied, cause the Financing Sources to fund the Debt Financing at the Closing. (b) Subject to the terms and conditions of this Agreement, Buyer will not permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Commitment Letter without the consent of the Company if such amendment, modification or waiver would (i) reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (unless Buyer has a sufficient amount of available cash on hand from other sources to pay the amounts required to be paid by Buyer pursuant to Article II at Closing, and to pay all related fees and expenses), (ii) impose new or additional conditions to, or expand any of the conditions to, the receipt of the Debt Financing in a manner that would reasonably be expected to delay, impede or prevent the timely funding of the Debt Financing, or the satisfaction of the conditions to obtaining the Debt Financing on the Closing Date, or (iii) adversely impact the ability of Buyer to enforce its rights against the Financing Sources, provided, that for the avoidance of doubt, Buyer may amend, amend and restate or replace the existing Commitment Letter to (A) add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Commitment Letter as of the date hereof and (as they may be amendedB) modify pricing and implement or exercise any “flex” provisions contained in the Commitment Letter or any related fee letter. Buyer shall (i) furnish the Company complete, restated correct and executed copies of any amendments, restatements, supplements, amendment and restatements, modifications or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party replacements to the Debt Financing Agreements Commitment Letter and (ii) give the “Lender”) relating to the commitment Company prompt notice of any breach by any party of the Lender Commitment Letter of which Buyer becomes aware or any termination thereof; provided that in no event shall Buyer be under any obligation to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid disclose any and all commitment fees and other fees required to be paid information pursuant to the terms of the Debt Financing Agreements. clauses (bi) Except as set forth in the Debt Financing Agreements, there are no conditions precedent or other contingencies to the obligations of the Lender to provide the Debt Financing or any contingencies (ii) that would permit waive the Lender protection of attorney-client or similar privilege if such party shall have used reasonable best efforts to reduce the total amount of the Debt Financingdisclose such information in a way that would not waive such privilege. (c) The Debt Financing, when funded in accordance with In the terms event that any portion of the Debt Financing Agreements, shall provide Purchasers with acquisition financing becomes unavailable (other than by reason of a breach of this Agreement by the Company or any Affiliate of the Company) on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived contemplated by the Lender or otherwise cured Commitment Letter (including any applicable flex provisions in a timely manner by Purchasers any related fee letter) and such portion is required to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing Date. (e) As of the Closing, and after giving effect to all of consummate the transactions contemplated by this Agreement, Purchasers will (i) Buyer shall promptly notify the Company and (ii) Buyer shall use its reasonable best efforts to arrange and obtain any such portion from alternative sources on terms, conditions and costs, taken as whole, that are no more adverse to Buyer (including after giving effect to the flex provisions) than those contained in the Commitment Letter as promptly as practicable following the occurrence of such event. Notwithstanding the provisions of this Section 6.14, in the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Commitment Letter (including the flex provisions) and such portion is required to consummate the transactions contemplated by this Agreement, the Commitment Letter may be Solventamended, restated, supplemented or otherwise modified or superseded at the option of Buyer after the date of this Agreement but prior to the Effective Time by instruments that either amend, amend and restate, or replace the existing Commitment Letter or contemplate co-investment by or financing from one or more other or additional parties; provided that the terms of the such new or amended commitment letters shall not (i) reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (unless Buyer has a sufficient amount of available cash on hand from other sources to pay the amounts required to be paid by Buyer pursuant to Article II at Closing, and to pay all related fees and expenses), (ii) impose new or additional conditions to receipt of the Debt Financing, or otherwise expand any of the conditions to the receipt of the Debt Financing, in each case, in a manner that could reasonably be expected to delay, impede or prevent the timely funding of the Debt Financing on the Closing Date, or the satisfaction of the conditions to obtaining the Debt Financing, or (iii) adversely impact the ability of Buyer to enforce its rights against the Financing Sources. Buyer shall deliver to the Company true and correct copies of all new or amended commitment letters (including redacted fee and engagement letters in respect of any new or amended commitment letters). In the event that the Commitment Letter is amended, restated, amended and restated, supplemented, modified, or replaced, the term “Commitment Letter” as used herein shall be deemed to include the new or amended commitment letters described in this Section 6.14 to the extent then in effect and the term “Debt Financing” as used herein shall be deemed to include the financing contemplated by any such new or amended commitment letters.

Debt Financing. (a) Purchasers have delivered Purchaser is a party to Sellers true and complete copies of the has accepted a fully executed definitive agreements debt commitment letter dated as of the date hereof (as they may be amendedtogether with all exhibits, restated or modified from time to time in accordance with the terms hereof, collectivelyannexes and schedules thereto, the “Debt Commitment Letter”), from the Financing Agreements”) entered into with the lender party to the Debt Financing Agreements (the “Lender”) Entities named therein relating to the commitment of the Lender Financing Entities, subject to the terms and conditions thereof, to provide debt financing in the full amount of amounts set forth therein. The debt financing committed pursuant to the Initial Purchase Price and all related fees and expenses, Debt Commitment Letter is collectively referred to in this Agreement as the “Debt Financing.” (b) Purchaser has delivered to Parent a true, correct and complete copy of the executed Debt Commitment Letter and any fee letter related thereto, subject, in the case of such fee letter, to redaction solely of fee and pricing provisions that are customarily redacted in connection with transactions of this type and that would not in any event affect the conditionality, enforceability, availability, timing or amount of the Debt Financing (the “Fee Letter”). (c) Except as expressly set forth in the Debt Commitment Letter, there are no conditions precedent to the obligations of the Financing Entities to provide the Debt Financing or any conditions precedent that would permit the Financing Entities to reduce the total amount of the Debt Financing, impose any additional conditions precedent to the availability of the Debt Financing or that would affect the timing or termination of the Debt Financing, including any condition relating to the amount or availability of the Debt Financing pursuant to any “flex” provision. At ClosingAssuming the satisfaction or waiver of the conditions in Section 8.2, Purchasers Purchaser does not have any reason to believe that it will fully pay or cause be unable to satisfy on a timely basis all terms and conditions to be fully satisfied by it in the Debt Commitment Letter and Fee Letter on or prior to the Closing Date, nor does Purchaser have knowledge that any Financing Entity will not perform its respective obligations thereunder. Other than the Debt Commitment Letter and Fee Letter, there are no side letters, understandings or other agreements, contracts or arrangements of any kind (written or oral) relating to the funding of the full amount of the Debt Financing or that would affect the availability or conditionality of the Debt Financing or the enforceability of the Debt Commitment Letter. (d) As of the date hereof, each of the Debt Commitment Letter and Fee Letter, in the forms so delivered to Parent, constitutes the legal, valid, binding and enforceable obligations of Purchaser and, to the knowledge of Purchaser, all the other parties thereto (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity) and are in full force and effect. As of the date hereof, no event has occurred which (with or without notice, lapse of time or both) would (i) constitute a breach or failure to satisfy a condition under the terms and conditions of the Debt Commitment Letter or (ii) result in any portion of the Debt Financing required to pay the Required Amount being unavailable on the Closing Date. Purchaser has paid in full any and all commitment fees and or other fees required to be paid pursuant to the terms of the Debt Financing Agreements. (b) Except as set forth Commitment Letter and Fee Letter on or before the date of this Agreement, and will pay in full any such amounts due on or before the Debt Financing Agreements, there are no conditions precedent or other contingencies to the obligations Closing Date. As of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount date hereof, each of the Debt Financing. Commitment Letter and Fee Letter has not been modified, amended or altered in any respect and none of the respective commitments thereunder has been withdrawn, rescinded or reduced in any respect, and no amendment, alteration, modification, withdrawal, rescission or reduction thereof is contemplated (c) The other than to add lenders, lead arrangers, bookrunners or other entities who had not executed the Debt Financing, when funded in accordance with Commitment Letter as of the date of this Agreement or otherwise pursuant to the terms of the Debt thereof (including a Replacement Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing DateReduction)). (e) As Purchaser confirms that in no event shall the receipt or availability of any funds or financing (including, for the Closingavoidance of doubt, and after giving effect the Debt Financing) by Purchaser or any of its affiliates or any other financing or other transactions be a condition to all Closing or any of the transactions contemplated by Purchaser’s obligations under this Agreement, Purchasers will be Solvent.

Debt Financing. (a) Purchasers have delivered Parent shall use its reasonable efforts to Sellers true take, or cause to be taken, all reasonable actions and complete copies to do, or cause to be done, all things reasonably necessary or advisable to obtain the Debt Financing contemplated by the Debt Commitment Letter on the terms and subject to the conditions described in the Debt Commitment Letter, including to (i) maintain in effect the Debt Commitment Letter (including any definitive agreements entered into in connection therewith) until the earliest of the executed consummation of the Transactions, the termination of this Agreement or the time at which any Alternative Financing is obtained, (ii) satisfy on a timely basis (taking into account the anticipated timing of the Marketing Period) all conditions in the Debt Financing Agreements (as defined below) and in the Debt Commitment Letter applicable to Parent and Merger Sub (and that are within their control) to obtaining the Debt Financing contemplated thereby, (iii) negotiate and enter into definitive agreements dated with respect to the Debt Financing contemplated by the Debt Commitment Letter on terms and conditions contained in the Debt Commitment Letter (as modified, to the extent exercised, by the flex provisions applicable thereto) or otherwise consistent in all material respects with the Debt Commitment Letter and on other terms that would not (A) add any condition precedent to funding of the date hereof Debt Financing, or otherwise expand or adversely amend or modify any of the conditions precedent to the receipt of the Debt Financing, or (as they may be amended, restated or modified from time to time in accordance B) reduce the amount of the Debt Financing below an amount necessary (together with the terms hereofproceeds of the Preferred Stock Issuance) to fund all of the amounts required to be provided by Parent or Merger Sub for the consummation of the Transactions contemplated by this Agreement (including the payment of the Cash Merger Consideration) (such definitive agreements, collectivelytogether with the Debt Commitment Letter, the “Debt Financing Agreements”), and (iv) entered consummate the Debt Financing at or prior to the Closing, taking into account the anticipated timing of the Marketing Period (which efforts shall include making demand upon the Financing Sources to consummate the Debt Financing to the extent the conditions thereto have been satisfied (other than those which are dependent upon, or are to occur simultaneously with, the funding of the Debt Financing)), in each case, subject to the Company’s compliance with its obligations under Section 6.8(c) (other than any failures to comply with Section 6.8(c) that, individually and in the aggregate, are not material) (together with the lender party proceeds of the Preferred Stock Issuance). Parent shall keep the Company informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Debt Financing to the extent reasonably requested by the Company for purposes of monitoring the progress of the activities relating to the Debt Financing Agreements (the “Lender”) relating to the commitment extent not prohibited by the confidentiality provisions contained in the Debt Financing Agreements. Without limiting the generality of the Lender foregoing, Parent will promptly notify the Company (A) if Parent becomes aware of any material breach or material default by any party to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms of the Debt Financing Agreements, (B) of the receipt of any written notice or other written communication from any Financing Source with respect to (x) any material breach, default, termination or repudiation under or in respect of any Debt Financing Agreement by any party thereto or (y) any material dispute or material disagreement between or among any parties to any of the Debt Financing Agreements with respect to the obligation to fund the Debt Financing or the amount of the Debt Financing necessary to fund the Transactions and (C) if at any time for any reason Parent believes in good faith that it will not be able to obtain all or any portion of the Debt Financing necessary to fund the amounts required to be provided by Parent or Merger Sub for the consummation of the Transactions. (b) Except If any portion of the Debt Financing necessary to fund the amounts required to be provided by Parent or Merger Sub for the consummation of the Transactions contemplated by this Agreement becomes, or is reasonably likely to become, unavailable on the terms and conditions contemplated by the applicable Debt Financing Agreements (giving effect to, to the extent exercised, the flex provisions applicable thereto) or for any reason any of the Debt Financing Agreements, after execution and delivery thereof by all parties thereto, shall be withdrawn, repudiated, terminated or rescinded, Parent will use its reasonable efforts to arrange and obtain in replacement thereof, as promptly as reasonably practicable following the occurrence of such event (and in any event no later than the Closing), alternative debt financing from alternative debt sources (such alternative financing, the “Alternative Financing”) (i) in an amount sufficient to consummate the Transactions, (ii) the availability of which shall not be subject to additional or expanded conditions as compared to those set forth in the Debt Financing AgreementsCommitment Letter, there are no conditions precedent (iii) which would not prevent or other contingencies materially delay and would not reasonably be expected to prevent or materially delay the obligations consummation of the Lender to provide the Debt Financing or the Transactions and (iv) otherwise on terms and conditions that, taken as a whole, are not materially less favorable to Parent, Merger Sub and the Company than the terms and conditions of the Debt Commitment Letter. Parent shall deliver to the Company true, correct and complete copies of all commitment letters or other similar arrangements (including fee letters redacted only for fee, “market flex” and certain economic terms in a manner customary for transactions of this type) related to any contingencies Alternative Financing. For purposes of this Agreement, (A) the term “Debt Financing” as used in this Agreement will be deemed to include any such Alternative Financing, (y) the term “Debt Commitment Letter” will be deemed to include any commitment letters with respect to any such Alternative Financing and (z) the term “Debt Financing Agreements” will be deemed to include any definitive agreement with respect to the Alternative Financing. (c) On and prior to the Closing Date, the Company shall use reasonable efforts, and shall cause its Subsidiaries and their respective officers, employees, advisors and other Representatives to use their reasonable efforts, to provide such cooperation in connection with the arrangement of, and satisfaction of the conditions to, the Debt Financing as is reasonably requested by Parent. Such cooperation shall include the following, each of which shall be at Parent’s written request with reasonable prior notice: (i) participation by the senior management team (with appropriate seniority and expertise) of the Company and its Subsidiaries in the marketing activities undertaken in connection with the marketing of the Debt Financing, including (A) assistance in preparation of customary marketing materials and due diligence sessions related thereto, (B) preparation for and participation in a reasonable number of meetings, presentations, due diligence sessions, drafting sessions, road shows, conference calls, lender meetings and other customary syndication activities with prospective lenders and debt investors, in each case, at reasonable times and upon reasonable notice and (C) delivery of customary authorization and representation letters (including customary representations (solely with respect to the Company and its Subsidiaries) with respect to the absence of material non-public information in the public-side version of documents distributed to potential lenders and the absence of material misstatements); (ii) reasonable assistance with obtaining ratings from one or more rating agencies (including corporate ratings and ratings for the Debt Financing), including participation by senior management of the Company and its Subsidiaries in, and assistance with, the preparation of rating agency presentations and meetings with rating agencies; (iii) (A) furnishing due diligence materials, financial and other pertinent information relating to the Company and its Subsidiaries and its and their respective businesses (including information to be used in the preparation of rating agency presentations, an information package, bank confidential information memoranda, offering documents, prospectus, offering memoranda and similar customary documents regarding the business, operations, financial projections and prospects of the Company and its Subsidiaries reasonably required in connection with the Debt Financing) to Parent, Merger Sub and the Financing Sources, in each case that is customary for purposes of the syndication and consummation of the Debt Financing to the extent reasonably requested by Parent to assist in the preparation of customary prospectus, offering or information documents to be used in connection with the Debt Financing (including in connection with the syndication of a credit facility) and that is reasonably available to the Company and (B) reviewing and commenting on Parent’s draft of a business description (solely as it relates to the Company and its Subsidiaries) to be included in offering documents and other marketing materials; (iv) providing as promptly as reasonably practicable (and in any event, no less than four (4) Business Days prior to the Closing Date) such other documentation and other information reasonably requested by the Financing Sources at least nine (9) Business Days prior to the Closing Date under applicable “know-your-customer” and anti-money laundering rules and regulations (including the USA PATRIOT Act), including, without limitation, if applicable, a certification regarding beneficial ownership as required by 31 C.F.R. § 1010.230 relating to the Company or any of its Subsidiaries; (v) cooperating to facilitate the pledging of, granting of security interests in and obtaining perfection of any Liens on, collateral (including using reasonable efforts to, at the Closing and subject to the occurrence of the Effective Time, deliver original copies of all certificated securities and instruments (with transfer powers executed in blank) required to be provided as collateral under the Debt Commitment Letter), as may be reasonably requested by Parent and the Financing Sources; (vi) executing and delivering, subject to the occurrence of the Effective Time, financing agreements and such pledge and security and related documents and certificates as may be reasonably requested by Parent or the Financing Sources; (vii) establishing bank and other accounts, subject to the occurrence of the Effective Time, and blocked account agreements and lock-box arrangements to the extent necessary in connection with the Debt Financing; (viii) furnishing Parent and the Financing Sources as promptly as reasonably practicable with such other financial and other information regarding the Company and its Subsidiaries as Parent and the Financing Sources may reasonably request and that is reasonably available to the Company; (ix) executing and delivering any certificates as may be reasonably requested by Parent (other than as to solvency matters) with respect to certain financial information in the offering documents not otherwise covered by “comfort” letters described above so long as such certificate does not relate to (A) any financial information concerning the Company and its Subsidiaries that the Company and its Subsidiaries do not maintain in the Ordinary Course or (B) any other information not reasonably available to the Company under its current reporting systems; (x) taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Parent that are necessary or customary to permit the consummation of the Debt Financing, and to permit the proceeds thereof to be made available on the Closing Date to consummate the Transactions; (xi) reasonable assistance of the senior management of the Company and its Subsidiaries in complying with relevant publicity guidelines with respect to any Debt Financing, including refraining from public comment in respect thereof without the prior consent of Parent, except as may be required by applicable Law; (xii) requesting that its independent auditors assist and cooperate with the Debt Financing, including by providing the Specified Auditor Assistance; (xiii) delivering to Parent and its Financing Sources the information with respect to the business, operations and financial condition of the Company and its Subsidiaries that is expressly required to be provided by the Debt Commitment Letter (including, without limitation, the Required Information); and (xiv) causing the Required Information, when delivered by the Company to Parent and its Financing Sources, not to contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statements were made. provided, however, that, notwithstanding the foregoing, (A) no obligation of the Company or any of its Subsidiaries under any such certificate, document or instrument (other than (x) the certificates to provide comfort referred to in clause (x) above and (y) the authorization and representation letters referred to in clause (i) above and “know-your-customer” and beneficial ownership information referred to in clause (iv) above) shall be effective until the Effective Time, (B) none of the Company or any of its Subsidiaries shall be required to execute or take any action under any such certificate, document or instrument (other than (x) the certificates to provide comfort referred to in clause (x) above and (y) the authorization and representation letters referred to in clause (i) above and “know-your-customer” and beneficial ownership information referred to in clause (iv) above) that is not contingent upon the Closing (including the entry into any agreement that is effective before the Closing) or that would permit be effective prior to the Lender Effective Time, (C) the Company and its Subsidiaries and their respective directors, officers and employees shall not be required to reduce pass any resolution or consent to approve or authorize the total amount Debt Financing that would be effective prior to the Effective Time or take any action that would cause any such director, officer or employee to incur or be exposed to any actual or potential personal liability, (D) the Company and its Subsidiaries shall not be required to take any action that (1) conflicts with any Law or the organizational documents of the Company or any of its Subsidiaries existing on the date hereof, or that conflicts with or would result in a breach of or a default under any Material Contract existing on the date hereof, (2) would require the Company or any of its Subsidiaries to disclose information subject to any attorney-client privilege (provided, however, that the Company shall use its reasonable efforts to allow for such access or disclosure to the extent that does not result in a loss of any such attorney-client privilege), (3) would unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or (4) would require the Company or any of its Subsidiaries to bear any out-of-pocket third party cost or expense or pay any fee prior to the Closing (except to the extent Parent will reimburse such cost, expense or fee, other than as provided in the proviso to subsection (f) below), and (E) the Company and its Subsidiaries shall not be required to deliver any legal opinion or negative assurance letter. Nothing in this Section 6.8 or otherwise shall require the Company or any of its Subsidiaries, prior to the Closing, to be an issuer or other obligor with respect to any of the Debt Financing. (cd) The Debt FinancingAt the request of Parent, when funded the Company shall review and comment on marketing materials used in accordance connection with the terms arrangement of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing Date. dissemination of such materials to potential lenders or other counterparties to any proposed financing transaction (e) As of or filing with any Government Authority); provided, that the ClosingCompany shall communicate in writing its comments, if any, to Parent and after giving effect to all of the transactions contemplated by this Agreement, Purchasers will be Solvent.its counsel within a reasonable

Debt Financing. (a) Purchasers have delivered Buyer shall use its reasonable best efforts, and shall cause each of its Subsidiaries to Sellers true and complete copies of the executed definitive agreements dated as of the date hereof (as they may be amendeduse its reasonable best efforts, restated or modified from time to time in accordance with the terms hereoftake, collectively, the “Debt Financing Agreements”) entered into with the lender party to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any taken, all actions, and all commitment fees and other fees required do, or cause to be paid pursuant done, all things necessary, proper or advisable to obtain funds sufficient to fund the Financing Amounts no later than the Closing Date, including using reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds of the Financing on the terms and subject only to the terms of the Debt Financing Agreements. (b) Except as set forth conditions described in the Debt Financing AgreementsCommitment Letter, there are no conditions precedent or other contingencies including by (i) maintaining in effect the Debt Commitment Letter, (ii) negotiating and entering into definitive agreements with respect to the obligations of Financing (the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c“Definitive Agreements”) The Debt Financing, when funded in accordance consistent with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of contained therein (including, as necessary, the Debt Financing Agreements, other than “flex” provisions contained in any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements related fee letter) on or prior to the Closing Date, (iii) satisfying on a timely basis all conditions in the Debt Commitment Letter and the Definitive Agreements within Buyer’s control and complying with its obligations thereunder and (iv) enforcing its rights under the Debt Commitment Letter, in each case in a timely and diligent manner. (eb) As In the event any portion of the ClosingFinancing contemplated by the Debt Commitment Letter becomes unavailable regardless of the reason therefor, and after giving effect such amount of Financing is necessary to all finance the Financing Amounts, (i) Buyer shall promptly notify Seller in writing of such unavailability and the reason therefor and (ii) Buyer shall use its reasonable best efforts, and shall cause each of its Subsidiaries to use their reasonable best efforts, to obtain as promptly as practicable following the occurrence of such event, alternative financing for any such portion from alternative sources (the “Alternative Financing”) in an amount sufficient, when taken together with cash and the other sources of immediately funds available to Buyer at the Closing to pay the Financing Amounts and that do not include any conditions to the consummation of such alternative financing that, taken as a whole, are materially more onerous to the Buyer than the conditions set forth in the Debt Commitment Letter. To the extent requested in writing by Seller from time to time, Buyer shall keep Seller informed on a reasonably current basis of the transactions status of its efforts to arrange and consummate the Financing. Without limiting the generality of the foregoing, Buyer shall promptly notify Seller in writing if there exists any actual or threatened material breach, default, repudiation, cancellation or termination by any party to the Debt Commitment Letter or any Definitive Agreement and a copy of any written notice or other written communication from any Financing Party with respect to any actual material breach, default, repudiation, cancellation or termination by any party to the Debt Commitment Letter or any Definitive Agreement of any provision thereof. The foregoing notwithstanding, compliance by Buyer with this Section 5.14 shall not relieve Buyer of its obligations to consummate the Contemplated Transactions whether or not the Financing is available. (c) None of Buyer nor any of its Subsidiaries shall (without the prior written consent of Seller, such consent not to be unreasonably withheld, delayed or conditioned) consent or agree to any amendment, replacement, supplement, termination or modification to, or any waiver of any provision under, the Debt Commitment Letter or the Definitive Agreements if such amendment, replacement, supplement, modification or waiver (i) decreases the aggregate amount of the Financing to an amount that would be less than an amount that would be required, when taken together with Cash held by Buyer and the Sale Entities on the Closing Date and the other sources of funds available to Buyer on the Closing Date, to pay the Financing Amounts, (ii) could reasonably be expected to prevent, materially delay or materially impede the consummation of the Contemplated Transactions, (iii) materially and adversely impacts the ability of Buyer to enforce its rights against the other parties to the Debt Commitment Letter or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, or (iv) adds new (or materially and adversely modifies any existing) conditions to the consummation of all or any portion of the Financing; provided that Buyer may amend, replace, supplement and/or modify the Debt Commitment Letter to (x) add lenders, lead arrangers, bookrunners, syndication agents or similar entities as parties thereto who had not executed such Debt Commitment Letter as of the Effective Date or (y) increase the amount of commitments under the Debt Commitment Letter. Upon any amendment, supplement or modification of the Debt Commitment Letter, Buyer shall provide a copy thereof to Seller (with only fee amounts and other customary terms redacted, none of which redacted provisions would adversely affect the conditionality or enforceability of the debt financing contemplated by the Debt Commitment Letter as so amended, supplemented or modified to the knowledge of Buyer) and, to the extent such amendment, supplement or modification has been made in compliance with this Section 5.14(c), the term “Debt Commitment Letter” shall mean the applicable Debt Commitment Letter as so amended, replaced, supplemented or modified. Notwithstanding the foregoing, compliance by Buyer with this Section 5.14(c) shall not relieve Buyer of its obligation to consummate the Contemplated Transactions whether or not the Financing is available. To the extent Buyer obtains Alternative Financing pursuant to Section 5.14(b), or amends, replaces, supplements, modifies or waives any of the Financing pursuant to this Section 5.14(c), references to the “Financing,” “Financing Parties” and “Debt Commitment Letter” (and other like terms in this Agreement) shall be deemed to refer to such Alternative Financing, Purchasers will be Solventthe commitments thereunder and the agreements with respect thereto, or the Financing as so amended, replaced, supplemented, modified or waived.

Debt Financing. (a) Purchasers have delivered to Sellers true and complete copies 2.15.1 Merger Sub shall, at the direction of the executed Requisite Investors, negotiate, enter into and borrow under the definitive agreements dated as documentation relating to the Debt Financing. The Requisite Investors shall be the primary negotiators on behalf of the date hereof (as they may be amended, restated or modified from time to time in accordance with Investors regarding the terms hereofof the definitive documentation relating to the Debt Financing. Notwithstanding the foregoing, collectivelyMerger Sub shall not, and the “Requisite Investors shall not permit Merger Sub to, enter into or borrow under any agreement in connection with Debt Financing Agreements”) entered into on terms that are materially adverse to Merger Sub or the Investors compared to the terms set out in the Debt Commitment Letter, unless such agreement or borrowing has been approved by each Investor. The Investors shall work together and cooperate in good faith in connection with arranging and negotiating the lender party full documentation relating to the Debt Financing. Each Investor shall provide such assistance in connection with arranging and negotiating the full documentation relating to the Debt Financing Agreements as may be reasonably requested by the Requisite Investors. 2.15.2 To the extent legally permissible, each Investor shall furnish the Financing Banks, as promptly as reasonably practicable, with financial and know-your-client information and execute and deliver such financing documents, corporate authorization documents, certificates and other supporting documentation as are reasonably or customarily requested by the Financing Banks in connection with the Debt Financing, subject to appropriate confidentiality undertakings satisfactory to each Investor. In addition, each Investor shall use reasonable best efforts, to the extent legally permissible, to furnish the Financing Banks with information reasonably or customarily requested (and in such Investor’s possession) by the Financing Banks regarding the financial condition, business, operations and assets of the Company, in order for the Financing Banks to evaluate the Company and the terms of the Debt Financing. Each Investor further agrees to reasonably assist in providing information required for the preparation of materials for the Financing Banks, including information memoranda and similar documents required in connection with the Debt Financing. For the avoidance of doubt, the obligations of the Investors under this Section 2.15.2 shall be subject to the fiduciary duties and other obligations of the Investors under applicable Laws. 2.15.3 Each Investor shall or shall cause its, his or her Affiliates (to the extent that any of such Affiliates is or will be a direct shareholder of the Surviving Company as at the Effective Time) to grant security over all of the shares in the Surviving Company held by such person(s) with effect from the Effective Time (each a “LenderSurviving Company Share Pledge Agreement”) relating in form and substance acceptable to the commitment of the Lender to provide the full amount of the Initial Purchase Price Financing Banks and deliver all related fees instruments and expenses, collectively referred to in this Agreement documents and do all acts and things as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid Financing Banks may reasonably require pursuant to the terms of the Debt Financing Agreements. (b) Except as set forth in the Debt Financing Agreements, there are no conditions precedent Surviving Company Share Pledge Agreement or other contingencies to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c) The Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing Date. (e) As of the Closing, and after giving give effect to all of the transactions contemplated by this Agreement, Purchasers will be Solventthereby after the Effective Time.

Debt Financing. (a) Purchasers Parent, GT Topco and Merger Sub acknowledge and agree that the Company and its Affiliates and its and their respective Representatives shall not have delivered any responsibility for, incur any liability to Sellers true any Person under or be required to take any action that would subject such Person to actual or potential liability under, any financing that Parent, GT Topco and complete copies of the executed definitive agreements dated as of the date hereof (as they Merger Sub may be amended, restated or modified from time to time raise in accordance connection with the terms hereoftransactions contemplated by this Agreement or any cooperation provided pursuant to this Section 4.11(a) and that Parent, collectivelyGT Topco and Merger Sub shall, on a joint and several basis, indemnify and hold harmless the “Debt Financing Agreements”) entered into Company and its Affiliates and its and their respective Representatives from and against, and promptly compensate and reimburse the Company and its Affiliates and its and their respective Representatives for, any and all losses, damages, claims, costs, expenses, judgments or penalties suffered or incurred by any of them in connection with the lender party to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to any information utilized in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms of the Debt Financing Agreementsconnection therewith. (b) Except Each of Parent, GT Topco and Merger Sub shall use, and shall cause their Affiliates to use, their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the proceeds of the Debt Financing as set forth promptly as practicable on the terms and conditions described in the Debt Financing AgreementsCommitment Letter (including, there are no conditions precedent or other contingencies as necessary, the “flex” provisions contained in the Debt Fee Letter), including using (and causing their Affiliates to use) their respective reasonable best efforts to: (i) maintain in full force and effect the Debt Commitment Letter and the Debt Fee Letter; provided that to the obligations of the Lender to provide extent the Debt Financing Agreement is executed and delivered prior to the Closing, maintaining in full force and effect the Debt Financing Agreement, (ii) enter into definitive agreements with respect thereto as promptly as practicable on the terms and conditions contained in the Debt Commitment Letter (including, as necessary, the “flex” provisions contained in the Debt Fee Letter), which agreements shall be in effect as promptly as practicable after the date hereof, but in no event later than the Closing and which terms shall not in any respect expand on the conditions to the funding of the Debt Financing at Closing or any contingencies that would permit the Lender to reduce the total aggregate amount of the Debt Financing available to be funded on the Closing Date, (iii) satisfy, or cause their Representatives to satisfy, on a timely basis all conditions applicable to Parent, GT Topco, Merger Sub or their respective Representatives in such definitive agreements and (iv) draw the full amount of the Debt Financing. (c) The Parent shall not agree to, or permit, any amendments or modifications to, or any waivers under, the Debt Commitment Letter or the Debt Financing Agreement without the prior written consent of the Company if such amendments, modifications or waivers would (i) reduce the aggregate amount of the Debt Financing, when funded in accordance with impose new or additional conditions, otherwise expand the terms then existing conditions precedent to funding of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on at the Closing Date sufficient or (ii) otherwise be reasonably likely to pay prevent or materially delay or impair the Initial Purchase Price ability of Parent to consummate the Merger and to pay related fees and expensesthe other transactions contemplated by this Agreement. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no In the event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions that any portion of the Debt Financing Agreements, other than any such default, breach becomes or failure that has been waived by could become unavailable in the Lender manner or otherwise cured in a timely manner by Purchasers to from the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it sources contemplated in the Debt Financing Agreements on or prior Commitment Letter, (i) Parent shall immediately so notify the Company and (ii) Parent, GT Topco and Merger Sub shall use their respective reasonable best efforts to the Closing Date. (e) As of the Closingarrange and obtain, and after giving effect to all of negotiate and enter into definitive agreements with respect to, alternative financing (the “Alternative Financing”) from alternative financial institutions in an amount sufficient to consummate the transactions contemplated by this Agreement upon conditions not materially less favorable, taken as a whole, to the Parent’s interests than those in the Debt Commitment Letter (including the “flex” provisions contained in the Debt Fee Letter), as promptly as practicable following the occurrence of such event (and in any event no later than the Closing Date. In the event any Alternative Financing is obtained, any reference in this Agreement to “Debt Financing” shall include “Alternative Financing” and any reference to “Debt Commitment Letter” shall include any commitment letter with respect to the Alternative Financing. The definitive agreements entered into pursuant to the first sentence of this Section 4.11(d) or Section 4.11(b) are referred to in this Agreement, Purchasers collectively, as the “Debt Financing Agreements.” (e) Each of Parent, GT Topco and Merger Sub acknowledges and agrees that neither the obtaining of the Debt Financing or any alternative financing, nor the completion of any issuance of securities contemplated by the Debt Financing or any alternative financing, is a condition to the Closing, and reaffirms its obligation to consummate the transactions contemplated by this Agreement irrespective and independently of the availability of the Debt Financing or any alternative financing, or the completion of any such issuance, subject to applicable conditions set forth in Section 5.1 and Section 5.2. (f) Any breach of the Debt Commitment Letters or the Debt Financing Agreement by Parent, GT Topco or Merger Sub shall be deemed a breach by Parent of this Section 4.11(f). Parent shall (i) promptly furnish the Company complete, correct and executed copies of the Debt Financing Agreements and any commitment letter with respect to the Alternative Financing and any amendment, modification or replacement of any Debt Commitment Letter or Debt Financing Agreements promptly upon their execution, (ii) give the Company prompt written notice of any breach or threatened breach by any party of any of the Debt Commitment Letter or the Debt Financing Agreements of which Parent, GT Topco or Merger Sub becomes aware or any termination or threatened termination thereof, (iii) give the Company prompt written notice of any material dispute or disagreement between or among any parties to any Debt Commitment Letter or any Debt Financing Agreements that would reasonably result in a breach under the Debt Commitment Letter or Debt Financing Agreements, (iv) give the Company prompt written notice if for any reason Parent, GT Topco or Merger Sub believes in good faith that it will not be Solventable to obtain all or any portion of the Debt Financing on substantially the terms and conditions contemplated by the Debt Commitment Letter or Debt Financing Agreements, (v) give the Company prompt written notice of the termination or expiration of the Debt Commitment Letters or the Debt Financing Agreements for any reason, (vi) promptly furnish any additional information reasonably requested in writing by the Company relating to the circumstances in clauses (i) through (v) of this Section 4.11(f) and (vii) otherwise keep the Company reasonably informed of the status of its efforts to arrange the Debt Financing (or any alternative financing).

Debt Financing. (a) Purchasers have Parent has delivered to Sellers true and complete copies the Company, as of the date of this Agreement, a true, complete and correct copy of an executed definitive agreements commitment letter, dated as of the date hereof (as they may be amendedthe "Debt Commitment Letter"), restated or modified from time to time in accordance with between Merger Sub and M&T Bank (the terms hereof, collectively, the “"Debt Financing Agreements”Sources") entered into with the lender party pursuant to which the Debt Financing Agreements (the “Lender”) relating Sources have agreed, subject to the commitment of the Lender terms and conditions thereof, to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be provided the debt amounts set forth therein (the "Debt Financing"). The Debt Commitment Letter is in full force and effect as of the date of this Agreement, and is a legal, valid and binding obligation of Merger Sub and the other parties thereto. As of the date hereof, no amendment or modification of the Debt Commitment Letter has been or made and the commitments contained in the Debt Commitment Letter have not been withdrawn, terminated or rescinded in any respect. As of the date hereof, there are no side letters or other agreements to which Merger Sub, Parent or their Affiliates is a party relating to the funding of the Debt Financing other than the Debt Commitment Letter, the Rollover Agreement, the Contribution Agreement and any customary fee letters or engagement letters that do not impact the conditionality or amount of the Debt Financing. Parent and/or Merger Sub has fully paid any and all commitment fees and or other fees required to be paid pursuant to in connection with the terms of Debt Commitment Letter and/or the Debt Financing Agreements. that are due and payable on or prior to the date hereof (b) Except as to the extent not otherwise waived by the Debt Financing Sources). As of the date of this Agreement, assuming the accuracy in all material respects of the representations and warranties set forth in Article III and the Debt Financing Agreements, there are no conditions precedent or other contingencies to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c) The Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived performance by the Lender or otherwise cured Company of its obligations set forth in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have this Agreement, neither Parent nor Merger Sub has any reason reasonable basis to believe that they (x) it will be unable to satisfy on a timely basis any material term (to the extent such material term is to be performed or complied with prior to the Closing Date) or condition to closing to be satisfied by it close set forth in the Debt Financing Agreements Commitment Letter, in accordance with the terms therein, on or prior to the Closing Date. Date or (ey) As any condition to close set forth in the Debt Commitment Letter will not be satisfied, in accordance with the terms therein, on or prior to the Closing Date (except to the extent that such condition relates to the receipt of the ClosingCompany Shareholder Approval and/or the Minority Approval, and after giving effect as to all which no representation is made in this Section 4.06). There are no conditions precedent related to the funding or investing, as applicable, of the transactions full amount of the Debt Financing other than as expressly set forth in or contemplated by this Agreement, Purchasers will be Solventthe Debt Commitment Letter.

Debt Financing. (a) Purchasers have delivered Buyer shall use its commercially reasonable efforts to Sellers true and complete copies of do (or cause to be done), all things necessary, proper or advisable to (i) maintain in effect the executed definitive agreements dated as of Debt Commitment Letter until the date hereof transactions contemplated by this Agreement are consummated (as they it being understood that the Debt Commitment Letter may be replaced, amended, restated restated, amended and restated, supplemented or otherwise modified from time to time in accordance as provided below), (ii) negotiate definitive financing agreements with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party respect to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to on the terms of the Debt Financing Agreements. (b) Except as and conditions set forth in the Debt Financing AgreementsCommitment Letter (taking into account any “market flex” provisions) or otherwise on terms that would not reasonably be expected to adversely affect the availability of, there or conditions to, the Debt Financing, so that such agreements are in effect no later than the Closing Date, (iii) satisfy on a timely basis all conditions precedent or other contingencies to the obligations initial funding of the Lender to provide the Debt Financing or any contingencies that would permit at Closing applicable to Buyer and under the Lender control of Buyer in the Debt Commitment Letter and such definitive financing agreements and (iv) subject to reduce the total amount satisfaction of the conditions set forth in Section 7.1 and Section 7.2, consummate at Closing the Debt Financing. (c) The Financing contemplated by the Debt Financing, when Commitment Letter to be funded at Closing in accordance with the terms of the Debt Financing Agreements, Commitment Letter. Buyer shall provide Purchasers with acquisition financing keep Seller informed on a reasonably current basis in reasonable detail of any material developments in its efforts to arrange and obtain the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are validand promptly provide the Seller with copies of all executed amendments, binding and modifications or replacements of any Debt Commitment Letter or definitive agreements for the Debt Financing entered into prior to Closing. Buyer shall promptly notify Seller if (A) the Debt Commitment Letter shall expire or be terminated, (B) for any reason, all or a portion of the Debt Financing contemplated by the Debt Commitment Letter to be funded at Closing becomes unavailable to be funded at Closing, (C) Buyer receives or has knowledge that Buyer or any other party to the Debt Commitment Letter breaches or defaults under the Debt Commitment Letter in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, a manner that would reasonably be expected to constitute have a default Financing Adverse Impact, (D) ▇▇▇▇▇ receives any written notice or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions other written communication from any of the Debt Financing AgreementsSources party to the Debt Commitment Letter with respect to any termination or repudiation by such party to the Debt Commitment Letter and which termination or repudiation would reasonably be expected to adversely affect the conditionality, timing, availability or amount of the Debt Financing, or (E) Buyer becomes aware of the occurrence of any other than event or development that would otherwise reasonably be expected to have a Financing Adverse Impact. Notwithstanding anything herein or in the Confidentiality Agreement to the contrary, (x) in no event will Buyer be under any obligation to disclose any information pursuant to this Section 6.17 that would waive the protection of attorney-client or other legal privilege or result in the violation of any applicable confidentiality undertakings; provided, that, in such case, Buyer will, (i) to the extent permitted by applicable law and/or such applicable confidentiality undertakings, provide notice to the Seller that such information is being withheld on such basis and (ii) use commercially reasonable efforts to provide any such defaultinformation in a manner that would not result in the disclosure of privileged information or information that would result in violation of contractual obligations and shall, breach to the extent legally permissible and reasonably practicable, make appropriate substitute arrangements under the circumstances described in foregoing clause (x). All information provided by Buyer or failure that has been waived by the Lender any of its Representatives pursuant to this Section 6.17 or otherwise cured in connection with the Debt Financing shall be kept confidential in accordance with the confidentiality provisions of the Debt Commitment Letter. (b) Prior to the Closing, Buyer shall not amend, waive or modify its rights under the Debt Commitment Letter, or replace all or any portion of the Debt Financing, in each case, in a timely manner by Purchasers that (1) would reduce the aggregate amount of the Financing contemplated to be funded at Closing to less than the Required Amount (taking into account any increase to the satisfaction Equity Financing), (2) would impose new or additional conditions, or otherwise expand, amend or modify any of the Lender conditions to the receipt of the Debt Financing on the Closing Date as set forth in the Debt Commitment Letter, in each case, in a manner that would reasonably be expected to materially prevent, impair or delay the availability of the Debt Financing at Closing or (3) would reasonably be expected to materially prevent, impair or delay the availability of the Debt Financing at Closing or materially adversely affect Buyer’s ability to consummate the transactions contemplated in this Agreement; provided, that it is understood and Purchasers do agreed that Buyer may amend, modify or waive its rights under, or replace, all or any portion of the Debt Financing so long as such amendment, modification, waiver or replacement does not have any reason violate the restrictions set forth in clause (1) through (3) above. In addition, Buyer shall take, or use its commercially reasonable efforts to believe that they will cause to be unable taken, all actions and to do, or use its reasonable best efforts to cause to be done, all things necessary, proper or advisable to obtain the Equity Financing, including to (i) maintain in effect the Equity Commitment Letter, (ii) satisfy on a timely basis all conditions applicable to Buyer in such Equity Commitment Letter that are within its control and (iii) consummate the Equity Financing at Closing. (c) If any portion of the Debt Financing contemplated by the Debt Commitment Letter to be funded at Closing becomes unavailable on the terms (after giving effect to the “market flex” provisions) and conditions set forth in the Debt Commitment Letter, for any reason other than failure of the conditions in Sections 7.1 or 7.2 to be satisfied, Buyer shall (i) promptly notify the Seller of such unavailability and (ii) use its commercially reasonable efforts to promptly arrange for alternative financing (the “Alternative Financing”) in an amount such that the aggregate amount of the Alternative Financing, when taken together with the aggregate amount of the Financing that is available, is at least equal to the Required Amount to replace such portion of the Debt Financing; provided, that nothing herein or in any other provision of this Agreement shall require, and in no event shall the commercially reasonable efforts of Buyer be deemed or construed to require Buyer or any of its Affiliates to (x) waive any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing Date. (e) As of the Closing, and after giving effect to all of the transactions contemplated by this Agreement, Purchasers will (y) pay fees or other amounts that, taken as a whole, exceed the aggregate fees and other amounts contemplated to be Solvent.paid under the Debt Commitment Letter and any related fee letter as of the date of this Agreement or (z) seek any equity financing or equity commitment other than as provided in the Equity Commitment Letter. The Alternative Financing (1) shall be in an aggregate amount, when added with the aggregate amount of the Financing that is available, at least equal to the

Debt Financing. (a) Purchasers have delivered to Sellers true Attached hereto as Exhibit F is a true, correct and complete copies copy of a debt commitment letter (the executed definitive agreements “Debt Commitment Letter”), dated as of the date hereof (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party to the Debt Financing Agreements between Silicon Valley Bank (the “Lender”) relating and the Parent, pursuant to which the Lender has committed, subject to the commitment terms and conditions thereof, to provide or cause to be provided at least $30,000,000 in debt financing to the Parent in connection with the Transactions (the “Debt Financing”). The aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Debt Commitment Letters and cash currently held by the Parent are sufficient to allow the Parent to (x) consummate the Transactions, including payment of the Adjusted Merger Consideration and (y) satisfy in cash all other obligations of Parent required to be satisfied in cash at the Closing. The Debt Commitment Letter constitutes all of the agreements entered into between the Lender (and its Affiliates) and Parent (and the Merger Sub) with respect to provide the financing arrangements contemplated thereby. The Debt Commitment Letter is not subject to any contingency or condition of any kind whatsoever related to the funding of the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms of financing contemplated by the Debt Financing Agreements. Commitment Letter (bincluding any “market flex” provisions or similar provisions affecting the structure, pricing, maturity, amortization or any other terms) Except other than as set forth in the Debt Financing Agreements, there are no conditions precedent or other contingencies to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c) executed copies thereof attached hereto. The Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and Commitment Letter is in full force and effect effect, constitute the legal, valid and no event has occurred thatbinding obligations of Parent and, with to Parent’s Knowledge, the Lender, except, in each case, as may be limited by the Bankruptcy and Equity Exceptions, and have not been modified or without noticeamended in any respect, lapse of time, and the respective commitments contained in the Debt Commitment Letter have not been withdrawn or both, would reasonably be expected to constitute a default or rescinded. Neither Parent nor Merger Sub is in breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing AgreementsCommitment Letter, other than nor does Parent or Merger Sub have knowledge of any such default, breach or failure that has been waived of the Debt Commitment Letter by the Lender or otherwise cured in a timely manner by Purchasers Lender. To Parent’s knowledge, (i) neither Parent nor any other party to the satisfaction of the Lender and Purchasers do not have any reason to believe that they Debt Commitment Letter will be unable to satisfy on a timely basis any term or condition to closing of the conditions that are required to be satisfied by it in or such other party as a condition to the obligations under the Debt Financing Agreements Commitment Letter prior to the expiration thereof and (ii) no portion of the financing contemplated by the Debt Commitment Letter will not be made available to Parent or Merger Sub at the Closing. Parent has paid in full any and all commitment fees and/or other fees required to be paid on or prior to the Closing Date. (e) As date hereof under the terms of the Closing, Debt Commitment Letter and after giving effect will pay all other commitment fees and/or other fees required to all be paid under the terms of the transactions contemplated by this Agreement, Purchasers will be SolventDebt Commitment Letter upon the Closing.

Debt Financing. (a) Purchasers have delivered Each of Purchaser and Sub shall use its reasonable best efforts to Sellers true obtain the Debt Financing. As soon as reasonably practicable after the date hereof but in any event prior to the Closing, Purchaser will enter into definitive agreements with respect to the financings contemplated by the Commitment Letters on terms and conditions substantially in accordance with the Commitment Letters. Purchaser will furnish correct and complete copies of the executed such definitive agreements dated as of the date hereof (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms of the Debt Financing AgreementsCompany promptly upon their execution. (b) Except as set forth in Purchaser shall keep the Debt Financing Agreements, there are no conditions precedent or other contingencies Company informed with respect to all material activity concerning the obligations status of the Lender financings contemplated by the Commitment Letters and shall give the Company prompt notice of any material adverse change with respect to provide such financings. Without limiting the Debt Financing or foregoing, Purchaser agrees to notify the Company promptly, and in any contingencies that would permit the Lender event within two (2) Business Days, if at any time prior to reduce the total amount of the Debt Financing. (c) The Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient (i) any Commitment Letter shall expire or be terminated for any reason, (ii) any financing source that is a party to pay any Commitment Letter notifies Purchaser or Sub that such source no longer intends to provide financing to Purchaser on the Initial Purchase Price 35 terms set forth therein, or (iii) for any reason Purchaser or Sub no longer believes in good faith that Purchaser will be able to obtain all or any portion of the financing contemplated by the Commitment Letters on substantially the terms described therein. Purchaser shall not, and to pay related fees and expenses. shall not permit any of its controlled Affiliates to, without the prior written consent of the Company, (dx) The Debt Financing Agreements are validtake any action outside of the ordinary course of business consistent with past practice or (y) enter into any transaction, binding and in full force and effect and no event has occurred including any merger, acquisition, joint venture, disposition, lease, contract or debt or equity financing, that, with in the case of (x) or without notice, lapse of time, or both(y), would reasonably be expected to constitute a default impair, delay or breach prevent Purchaser's obtaining of the financing contemplated by any Commitment Letter. Purchaser shall not amend or a failure alter, or agree to satisfy a condition precedent on amend or alter, any Commitment Letter in any manner that would impair, delay or prevent the part transactions contemplated by this Agreement without the prior written consent of Purchasers under the terms and conditions Company. (c) To the extent that any portion of the Debt Financing Agreementsis unavailable for any reason, other than any such default, breach or failure that has been waived by each of Purchaser and Sub shall use its reasonable best efforts to obtain alternative financing (the Lender or otherwise cured in a timely manner by Purchasers "Alternative Financing") as necessary to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing Date. (e) As of the Closing, and after giving effect to all of the transactions contemplated by this Agreement; provided, Purchasers will that such Alternative Financing shall be Solventon terms and conditions no less favorable in the aggregate to Purchaser than those provided in the Commitment Letters, or otherwise on terms and conditions reasonably acceptable to Purchaser.

Debt Financing. (a) Purchasers have As of the date of this Agreement, Parent has delivered to Sellers true the Company and the Representative true, complete and correct copies of the executed definitive agreements dated as debt commitment letter (the “Debt Financing Commitment Letter”) and corresponding customarily redacted fee letter (none of which redacted terms would reasonably be expected to adversely affect the amount or availability of the date hereof Debt Financing or affect the conditions thereto) from the financial institutions identified therein (the “Debt Financing Commitments,” as they each may be amended, restated amended or modified replaced from time to time in accordance with to the extent permitted by Section 5.8(a)) to provide, subject to the terms hereofand conditions therein, collectively, debt financing in the “Debt Financing Agreements”) entered into with amounts set forth therein for the lender party to purpose of funding the Debt Financing Agreements Transactions (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, being collectively referred to in this Agreement as the “Debt Financing”). At ClosingThe Debt Financing Commitment Letter is a legal, Purchasers will fully pay or cause to be fully paid any valid and all commitment fees binding obligations of Spectrum Brands, Inc. (a wholly‑owned Subsidiary of Parent), and other fees required to be paid pursuant to the terms knowledge of Parent, the other parties thereto, and is enforceable in accordance with its terms, except (a) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Applicable Laws affecting the enforcement of creditors’ rights generally and (b) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. As of the date hereof, the Debt Financing Agreements. (b) Except as Commitment Letter is in full force and effect, and the Debt Financing Commitment Letter has not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Neither Parent nor Spectrum Brands, Inc. is in breach of any of the terms or conditions set forth in the Debt Financing AgreementsCommitment Letter, there are no conditions precedent or other contingencies to the obligations and as of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c) The Debt Financingdate hereof, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred thatwhich, with or without notice, lapse of time, time or both, would reasonably be expected to constitute a breach, default or breach or a failure to satisfy a any condition precedent set forth therein. As of the date hereof, Parent has no reason to believe that any of the conditions in the Debt Financing Commitment Letter will not be satisfied, or that the Debt Financing will not be made available on a timely basis in order to consummate the part Transactions. As of Purchasers the date hereof, no counterparty to any Debt Financing Commitment Letter has notified Parent or Spectrum Brands, Inc. of its intention to terminate the Debt Financing Commitment Letter or not to provide the Debt Financing. The net proceeds from the Debt Financing, together with other sources of liquidity as shall be available to Parent, will be sufficient to consummate the Transactions, including the payment of all fees and expenses of or payable by Parent, Spectrum Brands, Inc., Merger Sub or the Surviving Corporation, and any related repayment or refinancing of any Closing Date Funded Indebtedness, and any other amounts required to be paid in connection with the consummation of the Transactions. Parent and Spectrum Brands, Inc. have paid in full any and all commitment or other fees required by the Debt Financing Commitment Letter that are due as of the date hereof, and will pay, after the date hereof, all such fees as they become due. There are no conditions precedent or contingencies to the obligations of the parties under the terms and conditions Debt Financing Commitment Letter (including, to the extent applicable, pursuant to any “flex” provisions in the related fee letter or otherwise) to make the full amount of the Debt Financing Agreementsavailable to Parent or Spectrum Brands, Inc. on the terms therein except as expressly set forth in the Debt Financing Commitment Letter. There are no side letters or other Contracts to which Parent or any of its Affiliates (including Spectrum Brands, Inc.) is a party related to the funding of the full amount of the Debt Financing that could adversely affect the availability of the Debt Financing other than as expressly set forth in the Debt Financing Commitment Letter. No Person has any right to impose, and none of the providers under the Debt Financing Commitment Letter or Parent or Spectrum Brands, Inc. has any obligation to accept, any condition precedent to such funding other than any such defaultof the conditions expressly set forth in the Debt Financing Commitment Letter nor any reduction to the aggregate amount available under the Debt Financing Commitment Letter on the Closing Date (nor any term or condition which would have the effect of reducing the aggregate amount available under the Debt Financing Commitment Letter on the Closing Date, breach except as expressly provided therein). Subject to the Company’s compliance with this Agreement and the satisfaction (or failure waiver) of the conditions set forth in Section 6.1 and Section 6.2 (other than those conditions that has been waived by their nature are to be satisfied at the Lender or otherwise cured in a timely manner by Purchasers Closing, but subject to the satisfaction or waiver of the Lender and Purchasers do not have any such conditions), Parent has no reason to believe that they it will be unable to satisfy on a timely basis any term conditions to the funding of the full amount of the Debt Financing, or condition to closing to be satisfied by it in that the Debt Financing Agreements will not be available on or prior to the Closing Date. For the avoidance of doubt, it is not a condition to Closing under this Agreement for Parent or Spectrum Brands, Inc. to obtain the Debt Financing, any Alternative Debt Financing or any other financing. (e) As of the Closing, and after giving effect to all of the transactions contemplated by this Agreement, Purchasers will be Solvent.

Debt Financing. (a) Purchasers have delivered to Sellers true Parent, MidCo and complete copies Merger Sub shall, at the direction of the executed Requisite Investors, negotiate, enter into and borrow under the definitive agreements dated as documentation relating to the Debt Financing. In order to facilitate the foregoing, the Parties agree to authorize and delegate to Trustar Capital the primary responsibility, on behalf of Parent, MidCo, M▇▇▇▇▇ Sub and the Investors, for negotiating the terms and conditions of the date hereof (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party definitive documentation relating to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms of the Debt Financing Agreements. (b) Except as set forth in the Debt Financing Agreements, there are no conditions precedent or other contingencies to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c) The Debt Financing, when funded in accordance consistent with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Commitment Letter, provided that any material terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it those set forth in the Debt Financing Agreements on or prior Commitment Letter shall require the approval of each Requisite Investor. Subject and without prejudice to the Closing Dateforegoing, Parent, MidCo and Merger Sub shall not, and the Investors shall not permit Parent, MidCo or Merger Sub to, enter into or borrow under any agreement in connection with Debt Financing on terms and conditions that are materially adverse to Parent, MidCo, Merger Sub or the Investors compared to the terms and conditions set out in the Debt Commitment Letter, unless such agreement or borrowing has been approved by the Requisite Investors (which approval shall not be unreasonably withheld, delayed or conditioned). The Investors shall work together and cooperate in good faith in connection with arranging and negotiating the full documentation relating to the Debt Financing. Each Investor shall provide such assistance in connection with arranging and negotiating the full documentation relating to the Debt Financing as may be reasonably requested by Trustar Capital. Trustar Capital shall keep the Management Parties or their designated Representative(s) reasonably promptly informed and updated on the status of negotiations with respect to the Debt Financing (including by providing drafts of definitive documentation prepared in connection therewith). (eb) As To the extent legally permissible, each Investor shall (i) furnish the Financing Bank, as promptly as reasonably practicable, with financial and know-your-client information and execute and deliver such financing documents, certificates and other supporting documentation as are reasonably or customarily requested by the Financing Bank in connection with the Debt Financing, subject to appropriate confidentiality undertakings satisfactory to such Investor, and (ii) take all corporate or other actions reasonably requested by the Financing Bank to facilitate the evaluation, negotiation, execution and consummation of the ClosingDebt Financing, including facilitating the pledging of collateral and, in connection therewith, executing and delivering customary pledge and security documents, other definitive financing documents or certificates, or other documents as may be reasonably requested by the Financing Bank. In addition, each Investor shall use reasonable best efforts, to the extent legally permissible, to furnish the Financing Bank with information reasonably or customarily requested (and in such Investor’s possession) by the Financing Bank regarding the financial condition, business, operations and assets of the Company, in order for the Financing Bank to evaluate the Company and the terms of the Debt Financing. Each Investor further agrees to reasonably assist in providing information required for the preparation of materials for the Financing Bank, including information memoranda and similar documents required in connection with the Debt Financing. For the avoidance of doubt, nothing in this Section 2.05 shall be construed to create any obligation on the part of any Investor to personally pledge any collateral in connection with the Debt Financing, and after giving effect the obligations of any Investor under this ‎Section 2.05(b) shall be subject to all (x) approval by each Requisite Investor of the transactions contemplated material terms and conditions of the Debt Financing to the extent such approval is required under ‎Section 2.05(a), (y) the terms and conditions of the Confidentiality Agreements and the Merger Agreement (including any limitations or other requirements that may be imposed by this Agreementthe Company Board or the Special Committee pursuant thereto), Purchasers will be Solventand (z) with respect to any Investor who is a director or officer of the Company, such Investor’s fiduciary duties, obligations of confidentiality and other obligations to the Company.

Debt Financing. (a) Purchasers The Company and/or the Borrowers have delivered to Sellers true received the executed Debt Commitment Letter. A true, correct and complete copies of the executed definitive agreements dated as of the date hereof (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms copy of the Debt Financing Agreements. Commitment has been delivered to the Special Committee on November 14, 2018, and there have been no amendments or modifications to the Debt Commitment Letter since November 14, 2018. The Debt Financing Commitment (bi) Except has been duly executed by each Borrower and, to the Knowledge of the Company, each of the other parties thereto, (ii) is in full force and effect and (iii) constitutes a valid and binding obligation of each Borrower and, to the Knowledge of the Company, the other parties thereto, enforceable against each Borrower and, to the Knowledge of the Company, each of the other parties thereto in accordance with its terms and conditions, subject to the Bankruptcy and Equity Exception. The Debt Financing Commitment contains all of the conditions precedent to the obligations of the parties thereunder to make the Debt Financing available to the Borrowers on the terms therein. As of November 14, 2018, other than customary fee letters, there are no side letters or other agreements, Contracts or arrangements related to the Debt Financing, other than as expressly set forth in the Debt Financing Agreements, there are no conditions precedent or other contingencies to Commitment. Assuming the obligations satisfaction of the Lender to provide the Debt Financing conditions set forth in Article V, no event, fact or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c) The Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event circumstance has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers the Company and/or the Borrowers under the Debt Financing Commitment. The Company has paid (or caused to be paid) in full any and all commitment fees or other fees required to be paid pursuant to the terms and conditions of the Debt Financing AgreementsCommitment on or before November 14, other than any such default2018. As of November 14, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to 2018, assuming the satisfaction of the Lender and Purchasers do not have any conditions set forth in Article V, the Company has no reason to believe that they it and/or the Borrowers will be unable to satisfy on a timely basis any term or condition to of closing to be satisfied by it and/or them contained in the Debt Financing Agreements Commitment or that the Debt Financing will not be made available to the Borrowers on or prior to the Closing Date. (e) As of the Closing, and after giving effect to all of the transactions contemplated by this Agreement, Purchasers will be Solvent.

Debt Financing. (a) Purchasers have delivered to Sellers true and complete copies of the executed definitive agreements The Holdco Acquiror has obtained a debt commitment letter, dated as of the date hereof (such letter, together with all annexes and exhibits attached thereto and the executed fee letter, dated as they may be of the date hereof, as amended, restated modified, waived, supplemented, extended or modified from time to time replaced in accordance with the terms hereoftherein and herein, and in the case of the fee letter which may be redacted in respect of numeric fee amounts, economic terms and “market flex” provisions specified therein, collectively, the “Debt Financing AgreementsCommitment Letter”) entered into with the lender party ), pursuant to which the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expensesSources have committed, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant subject to the terms and conditions thereof, to lend to the Holdco Acquiror the amounts set forth therein for, among other things, the purposes of financing the Debt Financing AgreementsTransactions, to the extent set forth herein. (b) Except as set forth Each of the Acquirors and the Seller shall, and the Seller shall cause the Acquired Companies 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 such that prior to the Closing the Holdco Acquiror may consummate the Debt Financing, which, together with the funds in the Trust Account and the proceeds of the Equity Offering and the proceeds of the Backstop Offering, if applicable, shall be sufficient to consummate the Transactions, including by using commercially reasonable efforts to (i) negotiate definitive agreements with respect to the Debt Financing Agreements(the “Debt Financing Documents”); (ii) satisfy (or, there if deemed advisable by the Acquirors and the Seller, seek a waiver of) on a timely basis all conditions in any Debt Financing Documents that are no conditions precedent within its control and otherwise comply with its obligations thereunder; (iii) maintain in effect any Debt Financing Documents until the Transactions are consummated or other contingencies this Agreement is terminated in accordance with its terms; and (iv) enforce its rights under any Debt Financing Documents in the event of a breach by any counterparty thereto that would reasonably be expected to materially impede or delay the obligations Closing. The Seller and each of the Lender Acquirors shall give the other Party prompt oral and written notice of any material breach or default by any party to provide any Debt Financing Documents or any Alternative Financing, in each case of which it has become aware, and any purported termination or repudiation by any party to any Debt Financing Documents or any Alternative Financing, in each case of which it has become aware, or upon receipt of written notice of any material dispute or disagreement between or among the parties to any Debt Financing Documents or any Alternative Financing or any Debt Financing Source. In the event any portion of the Debt Financing or becomes unavailable on the terms and conditions contemplated in any contingencies that would permit the Lender to reduce the total amount Debt Financing Documents, each of the Acquirors and the Seller shall use commercially reasonable efforts to promptly arrange to obtain alternative financing (“Alternative Financing”) from alternative sources in an amount sufficient to consummate the Transactions on terms and conditions no less favorable to the Holdco Acquiror than the terms and conditions under the Debt Commitment Letter. In such event, the term “Debt Financing” as used in this Agreement shall be deemed to include any Alternative Financing and the term “Debt Commitment Letter” as used in this Agreement shall be deemed to include any commitment letters entered into with respect to any Alternative Financing. (c) The From and after the date of this Agreement until the Closing, the Seller shall, and shall cause the Acquired Companies to, use commercially reasonable efforts to provide the Acquirors with all cooperation reasonably requested by the Acquirors in connection with the Debt Financing, when funded in accordance with including by using commercially reasonable efforts to (i) provide to the terms Acquirors pertinent and customary financial and other information regarding the Acquired Companies as reasonably requested by the Acquirors for purposes of the Debt Financing Agreementsand to cause Target’s senior management to participate in a reasonable number of meetings (upon reasonable advance notice and at times and locations to be mutually agreed) to discuss any such information; (ii) participate in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, shall and prospective lenders and purchasers of, the Debt Financing), conference calls, presentations, road shows, due diligence (including accounting due diligence) and drafting sessions and sessions with actual and prospective Debt Financing Sources, prospective lenders, investors and rating agencies; (iii) provide Purchasers reasonable assistance in the preparation of those sections of any customary prospectuses, offering memoranda, information memoranda or other customary materials that relate to the Acquired Companies and the business of the Acquired Companies; (iv) assist the Acquirors and the Debt Financing Sources with acquisition their marketing efforts with respect to the Debt Financing, including in the preparation of materials for rating agency presentations, lender presentations, bank information memoranda, offering documents, private placement memoranda, prospectuses, business projections or other marketing documents customarily used to arrange the Debt Financing contemplated by the Debt Commitment Letter (and identifying any portion of information provided that constitutes material non-public information); (v) execute and deliver, as of the Closing, any definitive financing documents, including any credit or purchase agreements, subscription agreements, guarantees, pledge agreements, security agreements, mortgages, deeds of trust and other security documents or other certificates, documents and instruments relating to guarantees, or any amendments thereto, the pledge of collateral and other matters ancillary to the Debt Financing as may be reasonably requested by any Debt Financing Sources in connection with the applicable Debt Financing and otherwise reasonably facilitating the pledging of collateral, as applicable; and (vi) take all corporate or other actions necessary to permit the consummation of the Debt Financing and to permit the gross proceeds thereof to be made available on the Closing Date sufficient to pay consummate the Initial Purchase Price and to pay related fees and expensesTransactions. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing Date. (e) As of the Closing, and after giving effect to all of the transactions contemplated by this Agreement, Purchasers will be Solvent.

Debt Financing. (a) Purchasers have delivered to Sellers true From and complete copies of the executed definitive agreements dated as of after the date hereof (until the earlier of the Closing Date and the termination of this Agreement pursuant to Section 10.1, Seller shall cause the Company Group to use their commercially reasonable efforts to provide such assistance to Purchaser, at the sole expense of Purchaser, as they may be amended, restated or modified from time to time is reasonably requested by Purchaser in accordance connection with the terms hereofDebt Financing. Such commercially reasonable efforts to provide such assistance shall include each of the following: (i) participation in, collectivelyand assistance with, the “Debt Financing Agreements”) entered into with the lender party to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms arrangement of the Debt Financing Agreements. and the Marketing Efforts related thereto, including furnishing to Purchaser and its Debt Financing Sources, as promptly as is reasonably practicable following Purchaser’s request, such pertinent and customary information (bincluding financial statements) Except as set forth in may be reasonably necessary to arrange the Debt Financing Agreementsand consummate the Marketing Efforts or assemble the Marketing Material, there are no conditions precedent or other contingencies to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (cii) The Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements delivery on or prior to the Closing Date. Date to Purchaser of the Debt Financing Documents and Ancillary Financing Documents, (eiii) As cooperating with Purchaser to satisfy the Debt Financing Condition to the extent within the reasonable control of the Company Group and take all corporate actions reasonably requested by Purchaser to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available at Closing and (iv) providing such other customary information as Purchaser may reasonably request with respect to the Debt Financing (including financial statements and other financial data and financial information and operating data required to consummate the Debt Financing). Company hereby consents to Purchaser’s use of the Company Group’s respective logos in connection with the Debt Financing in a form and manner mutually agreed in advance with Company. Notwithstanding any other provision of this Agreement to the contrary, none of the Company Group or their respective personnel or advisors shall be required to provide any assistance or cooperation contemplated by the foregoing sentences of this Section 7.9(a) which Seller reasonably believes would (i) materially interfere with the Business or ongoing operations of any of the Company Group, (ii) require Seller or any of the Company Group to pay any commitment or other similar fee or incur any other liability or obligation in connection with the arrangement of the Debt Financing prior to the Closing, (iii) result in a breach or violation of any confidentiality arrangement or material agreement or the loss of any material legal or other privilege, (iv) cause any representation or warranty in this Agreement to be breached in any material respect or any condition to Closing set forth in ARTICLE IX to not be satisfied, (v) cause any director, manager, officer, employee or stockholder of the Seller or any of the Company Group to incur any personal liability, (vi) require the directors or managers of Seller or any of the Company Group, acting in such capacity, to authorize or adopt any resolutions approving any of the Debt Financing Documents prior to the Closing, (vii) require Seller, any of the Company Group or any of their respective directors, managers, officers or employees to execute, deliver or perform, or amend or modify, any agreement, document or instrument, including any financing agreement, with respect to the Debt Financing that is not contingent upon the Closing or that would be effective prior to the Closing, (viii) provide access to or disclose any information that Seller or any of the Company Group determines in its good faith opinion would reasonably be expected to result in the loss of any attorney-client privilege of any of them or (ix) take any action that would reasonably be expected to conflict with or violate in any material respects this Agreement, any Organizational Documents of Seller or any of the Company Group, any applicable Laws or any Contracts to which Seller or any of the Company Group is a party or by which any of their respective assets or properties is bound. All such assistance referred to in this Section 7.9 shall be at Purchaser’s written request with reasonable prior notice and after giving effect at Purchaser’s sole cost and expense, and Purchaser shall promptly reimburse Seller and the Company Group for all documented and reasonable out-of-pocket costs and expenses (including attorneys’ fees) incurred by them in connection with such assistance. For the avoidance of doubt, such assistance shall not require Seller, the Company Group or any of their respective Affiliates to agree to any contractual obligation (other than confidentiality provisions set forth in the Debt Commitment Letter) or otherwise incur any liability relating to the Debt Financing that is not expressly conditioned upon the consummation of the Closing and that does not terminate without liability to Seller, the Company Group or any of their respective Affiliates upon the termination of this Agreement. None of Seller, the Company Group or any of their respective Affiliates shall be required to make any representation or warranty in connection with the Debt Financing or the Marketing Efforts; provided that, upon Purchaser’s written request with reasonable prior notice and at Purchaser’s sole cost and expense, the Seller and the Company Group shall use commercially reasonable efforts to promptly supplement any information furnished in connection with the Marketing Efforts so that the representations and warranties of the Purchaser under the Debt Financing Documents remain accurate and complete in all material respects. Neither Seller nor any of its Affiliates shall have any obligations under this Section 7.9 following the Closing. All non-public or otherwise confidential information regarding the Company Group and their respective businesses obtained by Purchaser or the Debt Financing Sources pursuant to this Section 7.9 shall be kept confidential in accordance with the Confidentiality Agreement, except that such information may be disclosed to “private side” lenders (and their counsel) that agree to customary confidentiality obligations in connection with the Marketing Efforts. Notwithstanding any other provision of this Agreement to the contrary, it is understood and agreed by the Parties that the conditions set forth in Section 9.2(c), as applied to Seller’s and the Company’s obligations under this Section 7.9, shall be deemed to be satisfied unless the Debt Financing has not been obtained as a direct result of Seller’s or the Company’s intentional and material breach of their respective obligations under this Section 7.9(a). Notwithstanding anything in this Agreement to the contrary, the Parties acknowledge and agree that the provisions contained in this Section 7.9(a) represent the sole obligations of Seller, the Company Group and their respective personnel and advisors with respect to assistance and cooperation in connection with the arrangement of any financing (including the Debt Financing) to be obtained by Purchaser with respect to the transactions contemplated by this Agreement, Purchasers will and no other provision of this Agreement (including the Exhibits and Schedules hereto) shall be Solventdeemed to expand or modify such obligations. (b) Purchaser shall use its reasonable best efforts to obtain the Debt Financing as promptly as practicable following the date of this Agreement, including (i) obtaining any arrangement or engagement letters from financial institutions with respect to the Debt Financing; (ii) satisfying on a timely basis (or obtaining a waiver of) all Debt Financing Conditions that are within Purchaser’s or any of its Affiliate’s control; (iii) negotiating, executing and delivering Debt Financing Documents reasonably acceptable to Purchaser and in accordance with this Agreement; (iv) paying all commitment or other fees and amounts that become due and payable under or with respect to the Debt Financing as they become due and payable; (v) causing the Debt Financing to be drawn upon satisfaction or waiver of the Debt Financing Conditions and the conditions set forth in ARTICLE IX; and (vi) upon satisfaction of the Debt Financing Conditions, consummating the Debt Financing at or prior to the date that the Closing is required to be effected pursuant to Section 2.2. Notwithstanding any other provision of this Agreement to the contrary, it is understood and agreed by the Parties that the conditions set forth in Section 9.3(b), as applied to Seller’s and the Company’s obligations under this Section 7.9(b) shall be deemed to be satisfied unless the Debt Financing has not been obtained as of the date Closing was required to occur in accordance with this Agreement.

Debt Financing. (a) Purchasers have delivered Subject to Sellers true and complete copies of the executed definitive agreements dated as of the date hereof (as they may be amended, restated or modified from time to time in accordance with the terms hereofand conditions agreed by the Parties as attached as Schedule B of this Agreement, collectivelyat the sole direction of IDG, the “Debt Financing Agreements”Company shall take all actions necessary to (i) entered into with the lender party to the Debt Financing Agreements secure debt financing (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing) from one or more financial institutions designated by or acceptable to IDG, Purchasers will fully pay the proceeds of which shall be used for the purchase of the Purchased Shares and the Convertible Note(s) under the SouFun Subscription Agreement; (ii) pledge the Convertible Note(s) and the Purchased Shares in favor of such financial institutions to secure the Company’s obligations under the Debt Financing; (iii) prepay or cause to be fully paid repay any and all commitment fees and other fees required to be paid pursuant to the terms of outstanding amount under the Debt Financing Agreements. and (biv) Except as set forth dispose the Purchased Shares, the Convertible Note(s) and the Converted Securities in connection with the Debt Financing Agreements, there are no conditions precedent or other contingencies to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount prepayment and repayment of the Debt Financing. (cb) The Debt FinancingNotwithstanding anything to the contrary herein, when funded in accordance with the terms of so long as the Debt Financing Agreementsremains outstanding, only IDG and the director appointed by IDG have the right to cause the Company to Transfer the Purchased Shares, the Convertible Note(s) and/or the Converted Securities. All proceeds from such Transfer shall provide Purchasers with acquisition financing on be promptly and solely used by the Closing Date sufficient Company to pay repay the Initial Purchase Price outstanding amount under the Debt Financing. With respect to the Purchased Shares that are Transferred pursuant to this Section ‎4.5‎(b), the Holders’ respective Class A Ownership Amounts shall be reduced proportionately to their respective aggregate ownership percentages in the Company as shown in Schedule A. With respect to the Convertible Note(s) and/or the Converted Securities that are Transferred pursuant to this Section ‎4.5‎(b), the Holders’ respective Class B Ownership Amounts shall be reduced proportionately to their respective aggregate ownership percentages in the Company as shown in Schedule A. (c) In the event the Debt Financing is repaid in full before the Founder Entity’s full repayment of its indebtedness owed to IDG under the Note, the Founder Entity is entitled to deduct 27.47% of the amount of any principal and to pay related fees and expensesinterest actually paid by the Company under the Debt Financing when it repays the principal amount under the Note. (d) The Debt Financing Agreements are valid, binding and In the event the Founder Entity repays in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected its indebtedness owed to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers IDG under the terms and conditions of Note, the Debt Financing Agreements, other than any such default, breach or failure that has been waived by Founder Entity shall have the Lender or otherwise cured in a timely manner by Purchasers right to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing Date. (e) As of the Closingrequest IDG, and after giving effect IDG shall have the obligation, to release all of the transactions contemplated Pledged Securities (as defined in the Note Purchase Agreement) from the security constituted by this Agreement, Purchasers will be Solventthe Security Documents within fifteen Business Days (or such longer period as the Founder Entity may agree) after the full repayment of the Note.

Debt Financing. (a) Purchasers have delivered Parent shall use its reasonable best efforts to Sellers true take, or cause to be taken, all actions and complete to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in the Financing Commitment, including commercially reasonable efforts to (i) maintain in effect the Financing Commitment, (ii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub to obtaining the Debt Financing, (iii) enter into definitive agreements with respect thereto on terms and conditions contained in the Financing Commitment or consistent in all material respects with the Financing Commitment, and (iv) consummate the Debt Financing at or prior to the Closing. Parent shall give the Company prompt notice (A) of any material breach by any party of the Financing Commitment of which Parent or Merger Sub becomes aware, (B) if and when Parent or Merger Sub becomes aware that any portion of the financing contemplated by the Financing Commitment will not be available to consummate the Transactions and (C) of any termination of the Financing Commitment. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of their efforts to arrange the Debt Financing or Alternative Financing and provide to the Company copies of executed copies of the executed definitive agreements dated as of the date hereof (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party documents related to the Debt Financing Agreements or Alternative Financing (excluding any fee letters, engagement letters or other agreements that are confidential by their terms). If the Financing Commitment shall expire or terminate for any reason, Parent shall use its reasonable best efforts to promptly obtain, and will promptly provide the Company with a copy of, a new financing commitment that provides for an amount of financing sufficient to consummate the transactions contemplated hereby and other terms and conditions the aggregate effect of which is not materially adverse to Parent in comparison with those contained in the Financing Commitment as originally issued (an “LenderAlternate Financing”) relating ). Any Alternate Financing may be made by the Lenders or other lenders that are parties to the Financing Commitment as originally issued or another bona fide lender or lenders acceptable to the Parent. Parent shall accept any such commitment of letter if the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees funding conditions and other fees required terms and conditions contained therein are not materially adverse to be paid pursuant to Parent in comparison with those contained in the terms of the Debt Financing AgreementsCommitment as originally issued. (b) Except as set forth The Company shall provide, and shall cause its Subsidiaries and use its reasonable best efforts to cause its and their respective Representatives to provide on a timely basis, such reasonable assistance and cooperation in connection with the arrangement of the Debt Financing Agreementscontemplated by the Financing Commitment (or Alternate Financing, there are as applicable) as may be reasonably requested by Parent, provided, however, that no conditions precedent such requested cooperation may unreasonably interfere with the ongoing operations of the Company and its Subsidiaries. Such cooperation shall include (i) making senior management of the Company reasonably available for customary lender meetings and “roadshow” presentations and cooperating with prospective lenders in performing their due diligence, (ii) providing due diligence materials to the parties to the Financing Commitment or other contingencies potential financing sources (including pursuant to an Alternate Financing) (iii) furnishing all financial statements and financial and other information that are customarily prepared by the obligations Company and reasonably required in connection with such Debt Financing or Alternate Financing, as applicable, (iv) assisting Parent and its debt financing sources in the preparation of, and executing, if applicable, an offering document and definitive transaction documents for such Debt Financing or Alternate Financing, as applicable, and materials for rating agency presentations, (v) cooperating with the marketing efforts of Parent and its debt financing sources for such Debt Financing or Alternate Financing, as applicable, (vi) providing such other documents as may be reasonably requested by Parent in connection therewith, and (vii) facilitating the pledge of collateral (including the release of any Liens on the assets of the Lender Company and its Subsidiaries) to provide secure the Debt Financing or any contingencies Alternate Financing, as applicable, at and after the Closing; provided, that would permit the Lender to reduce the total amount that no obligation of the Debt Financing. (c) The Debt FinancingCompany or any of its Subsidiaries under any certificate, when funded document or instrument shall be effective until the Effective Time and none of the Company or any Subsidiary shall be required to pay any commitment or other similar fee or incur any other liability in accordance connection with the terms of the Debt Financing Agreementsor Alternate Financing, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are validas applicable, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing DateClosing. (e) As of the Closing, and after giving effect to all of the transactions contemplated by this Agreement, Purchasers will be Solvent.

Debt Financing. (ai) Purchasers have delivered Subject to Sellers true and complete copies of the executed definitive agreements dated as of the date hereof (as they may be amended, restated or modified from time to time in accordance with the terms hereofand conditions of this Agreement, collectively, the “Debt Financing Agreements”) entered into with the lender party each of Parent and Merger Sub shall use its respective reasonable best efforts to obtain the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to on the terms of the Debt Financing Agreements. (b) Except as and conditions set forth in the Debt Financing AgreementsCommitment Letter, there are no conditions precedent or other contingencies after giving effect to the obligations “market flex” terms in the fee letter referred to therein, should such “market flex” terms be required (or on terms which would not be reasonably expected to delay or prevent the Closing (taking into account the expected timing of the Lender to provide Marketing Period), or make the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c) The Debt Financing, when funded in accordance with the terms funding of the Debt Financing Agreementsless likely to occur), shall provide Purchasers and use its respective reasonable best efforts to (A) maintain in effect the Debt Commitment Letter and negotiate definitive agreements with acquisition financing respect to the Debt Commitment Letter on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions set forth in the Debt Commitment Letter (or on terms which would not be reasonably expected to delay or prevent the Closing or make the funding of the Debt Financing Agreementsless likely to occur), other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to (B) satisfy on a timely basis any term or condition (taking into account the expected timing of the Marketing Period) all conditions applicable to closing to be satisfied by it Parent and Merger Sub set forth in such definitive agreements that are within their reasonable control, and (C) consummate the Debt Financing Agreements on contemplated by the Debt Commitment Letter (or prior such lesser amount as may be required to the Closing Date. (e) As of the Closing, and after giving effect to all of consummate the transactions contemplated by this Agreement, Purchasers ) at or prior to the Closing. In the event that all conditions in the Debt Commitment Letter (other than the availability of funding of any of the Equity Financing) have been satisfied or upon funding will be Solventsatisfied, each of Parent and Merger Sub shall use its reasonable best efforts to cause such lenders and the other Persons providing such Debt Financing to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under the Debt Commitment Letter. Notwithstanding anything to the contrary in this Agreement, neither Parent nor Merger Sub shall be required to obtain the Debt Financing prior to the first (1st) Business Day after the final day of the Marketing Period. (ii) Neither Parent nor Merger Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case, whether by action or inaction), any term of the Debt Commitment Letter or any provision of the fee letter referenced in the Debt Commitment Letter (to the extent any such amendment, alteration, or waiver would reasonably be expected to delay or prevent the Closing or make the funding of the Debt Financing less likely to occur) without the prior written consent of the Company if such amendment, alteration or waiver reduces the aggregate amount of the Debt Financing (unless the Equity Financing is increased by a corresponding amount) or amends the conditions precedent to the Debt Financing in a manner that would reasonably be expected to delay or prevent the Closing or make the funding of the Debt Financing less likely to occur; provided, however, that Parent and Merger Sub may replace and/or amend the Debt Commitment Letter so long as (A) the terms would not be reasonably expected to delay or prevent the Closing or make the funding of the Debt Financing less likely to occur and (B) the conditions to the Debt Financing set forth in the Debt Commitment Letter as of the date hereof would not be expanded in a manner that would reasonably be expected to delay or prevent the Closing; and in any such event, Parent shall disclose to the Company its intention to obtain such alternative financing, shall keep the Company informed of the terms thereof and shall deliver to the Company final drafts of the commitment letter (the “New Debt Commitment Letter”) providing for such alternative financing. The term “Debt Financing” as used herein shall be deemed to mean the Debt Financing contemplated by the Debt Commitment Letter to the extent not so superseded at the time in question and the New Debt Commitment Letter to the extent then in effect. Parent shall promptly (and in any event within one (1) business day) notify the Company of the termination of the Debt Commitment Letter and the New Debt Commitment Letter (if applicable).

Debt Financing. (a) Purchasers have delivered MVW shall use its reasonable best efforts to Sellers true take (and shall cause Volt Corporate Merger Sub and Volt LLC Merger Sub to take), or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and complete copies the MVW Debt Financing on or before the Closing on the terms and conditions described in the Debt Commitment Letter (as amended, supplemented, modified, replaced, terminated, reduced or waived in accordance with Section 5.14(b)), including using reasonable best efforts to: (i) cause each of Volt Corporate Merger Sub and Volt LLC Merger Sub to comply with their respective obligations under and maintain in effect the Debt Commitment Letter, and, once entered into, the MVW Debt Financing Agreements with respect thereto; (ii) negotiate MVW Debt Financing Agreements with respect to the MVW Debt Financing on terms and conditions consistent in all material respects with those contained in the Debt Commitment Letter (including, as necessary, the flex or similar provisions contained in any related fee letter), or on other terms no less favorable (taken as a whole) to MVW; (iii) cause each of Volt Corporate Merger Sub and Volt LLC Merger Sub to satisfy on a timely basis all conditions applicable to Volt Corporate Merger Sub and Volt LLC Merger Sub (as applicable) in the Debt Commitment Letter and any MVW Debt Financing Agreements with respect thereto; and (iv) in the event of a failure to fund by the MVW Debt Financing Sources in accordance with the Debt Commitment Letter that prevents, impedes or materially delays the Closing, cause each of Volt Corporate Merger Sub and Volt LLC Merger Sub to enforce their respective rights under the Debt Commitment Letter and any MVW Debt Financing Agreements with respect thereto. (b) MVW shall not agree to or permit any amendment, supplement or other modification or replacement of, or any termination or reduction of, or grant any waiver of, any condition, remedy or other provision under the Debt Commitment Letter without the prior written consent of ILG (such consent not to be unreasonably withheld, conditioned or delayed) if such amendment, supplement, modification, replacement, termination, reduction or waiver would or would reasonably be expected to (i) materially delay or prevent the Closing, (ii) reduce the aggregate amount of the MVW Debt Financing to an amount which is insufficient for MVW to fund the MVW Required Amount upon the terms contemplated by this Agreement on the Closing Date, (iii) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt of the MVW Debt Financing or (iv) adversely impact in any material respect the ability of each of Volt Corporate Merger Sub and Volt LLC Merger Sub to enforce their respective rights against the other parties to the Debt Commitment Letter; it being understood that notwithstanding the foregoing each of Volt Corporate Merger Sub and Volt LLC Merger Sub may amend the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed definitive agreements dated the Debt Commitment Letter as of the date hereof (as they may be amendedof this Agreement. Upon any amendment, restated supplement, modification, replacement, termination, reduction or modified from time to time waiver of the Debt Commitment Letter in accordance with this Section 5.14(b), MVW shall promptly deliver a copy thereof to ILG, and (i) references herein to “Debt Commitment Letter” shall include such documents as amended, supplemented, modified, replaced, terminated, reduced or waived in compliance with this Section 5.14(b) and (ii) references to the “MVW Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as amended, supplemented, modified, replaced, terminated reduced or waived in compliance with this Section 5.14(b). (c) Notwithstanding Section 5.14(b) above, in the event any portion of the MVW Debt Financing becomes or would reasonably be expected to become unavailable on the terms hereofand conditions contemplated in the Debt Commitment Letter, collectively(A) MVW shall promptly notify ILG and (B) each of MVW, Volt Corporate Merger Sub and Volt LLC Merger Sub shall use its reasonable best efforts to arrange and obtain alternative financing from alternative sources (the “MVW Alternate Financing”) (x) on terms and conditions not less favorable to MVW, Volt Corporate Merger Sub and Volt LLC Merger Sub (taken as a whole) than the Debt Commitment Letter, and (y) at least equal to the amount of such portion of the Debt Commitment Letter, together with currently available cash and cash equivalents, in an amount sufficient to fund the MVW Required Amount. Copies (redacted for provisions related to fee amounts, market flex provisions and other economic terms to the extent required by the applicable MVW Debt Financing Agreements”Sources) entered of any new financing commitment letter (including any fee letter referenced in such Debt Commitment Letter) shall be promptly provided to ILG. In the event any MVW Alternate Financing is obtained in accordance with this Section 5.14, any reference in this Agreement to “Debt Commitment Letter” or “MVW Debt Financing” shall include the debt financing contemplated by such MVW Alternate Financing. Except as provided elsewhere in this Section 5.14 and subject to the limitation in Section 5.14, nothing contained in this Agreement shall prohibit MVW, Volt Corporate Merger Sub or Volt LLC Merger Sub from entering into with MVW Debt Financing Agreements relating to the lender MVW Debt Financing on the terms and conditions described by the Debt Commitment Letter. (d) MVW shall (i) give ILG prompt written notice of any default, breach or threatened breach in writing by any party to the Debt Commitment Letter or MVW Debt Financing Agreements related thereto of which MVW or any of its Representatives or affiliates becomes aware or any termination or threatened termination in writing thereof (but excluding, for the “Lender”) relating to the commitment avoidance of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expensesdoubt, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant ordinary course negotiations with respect to the terms of the Debt Financing Agreements. (b) Except as set forth in the Commitment Letter or MVW Debt Financing Agreements), there are no conditions precedent or other contingencies to the obligations and (ii) otherwise keep ILG reasonably informed of the Lender status of its efforts to provide arrange the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c) The MVW Debt Financing, when funded in accordance including by, upon request of ILG, providing ILG with the terms copies of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The any MVW Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on such other material documentation regarding the part of Purchasers under the terms and conditions of the MVW Debt Financing Agreements, other than any as shall be reasonably necessary to allow ILG to monitor the process of such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing Datefinancing activities. (e) As In the event any MVW Debt Financing is funded in advance of the ClosingClosing Date, Volt Corporate Merger Sub and after giving effect Volt LLC Merger Sub shall keep and maintain at all times prior to all the Closing Date the proceeds of such MVW Debt Financing available for the purpose of funding the transactions contemplated by this Agreement and such proceeds shall be maintained as unrestricted cash or cash equivalents, free and clear of all Liens; provided that if the terms of such MVW Debt Financing requires the proceeds of such MVW Debt Financing to be held in escrow (or similar arrangement) pending the consummation of the transactions contemplated under this Agreement, Purchasers will then such proceeds may be Solventheld in escrow, solely to the extent there are no conditions to the release of funds that are not contained in the Debt Commitment Letter.

Debt Financing. (a) Purchasers have delivered Subject to Sellers true the terms and complete copies conditions of the executed this Agreement, each of Parent and Buyer will use Commercially Reasonable Efforts to (i) negotiate definitive agreements dated as of the date hereof (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party respect to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to on the terms and conditions contemplated by the Debt Financing Commitment or on such other terms and conditions that would not reasonably be expected to delay the Closing in any material respect or reduce the aggregate amount of the Debt Financing Agreements. to an amount that, when taken together with Parent’s cash on hand, would not be sufficient to make the Required Payments at Closing; (bii) Except as satisfy on a timely basis all conditions set forth in the Debt Financing Agreements, there Commitment applicable to Parent or Buyer that are no conditions precedent or other contingencies to the obligations of the Lender to provide within its control; and (iii) enforce its rights under the Debt Financing Commitment in the event of any breach or threatened breach thereof. (b) If any contingencies portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitment, each of Parent and Buyer will, as promptly as practicable following the occurrence of such event, use Commercially Reasonable Efforts to arrange alternative financing from alternative sources on terms and conditions that would permit not reasonably be expected to delay the Lender to Closing in any material respect or reduce the total aggregate amount of the Debt Financing to an amount that, when taken together with Parent’s cash on hand, would not be sufficient to make the Required Payments at Closing; provided that, for the avoidance of doubt, completing the Debt Financing is not a condition to Closing. To the extent Parent and Buyer obtain alternative financing pursuant to this Section 4.11(b), references 05466425.6 38 to the Debt Financing, the Debt Financing Commitment, and the Debt Financing Sources (and other like terms in this Agreement) will be deemed to refer to such alternative financing. (c) The To the extent reasonably requested from time to time by Seller, Parent and Buyer shall keep Seller reasonably informed of the status of Parent’s efforts to obtain the Debt FinancingFinancing and to satisfy the conditions thereof, when funded including advising and updating Seller, in accordance a reasonable level of detail, with the respect to status, proposed closing date, and material terms of the definitive documentation related to the Debt Financing. Without limiting the foregoing, Parent and Buyer will give Seller prompt notice of (i) any breach by any party to the Debt Financing AgreementsCommitment that Buyer or Parent becomes aware of that would, shall provide Purchasers with acquisition financing or would reasonably be expected to, result in Parent being unable to obtain the Debt Financing on the Closing Date sufficient terms and subject to pay the Initial Purchase Price and to pay related fees and expenses. (d) The conditions set forth in the Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with Commitment or without notice, lapse of time, or both, that would reasonably be expected to constitute a default delay the Closing in any material respect or breach (ii) any repudiation, cancellation, or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions termination of the Debt Financing Agreements, other than Commitment by any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers party to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing DateCommitment. (e) As of the Closing, and after giving effect to all of the transactions contemplated by this Agreement, Purchasers will be Solvent.

Debt Financing. (a) Purchasers have delivered Parent and Merger Sub shall use their respective commercially reasonable efforts to Sellers true (i) maintain in effect the Debt Commitment Letter, (ii) satisfy on a timely basis all conditions applicable to Parent and complete copies of the executed definitive agreements dated as of the date hereof (as they may be amended, restated or modified from time Merger Sub to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party to obtaining the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms of the Debt Financing Agreements. (b) Except as set forth in the Debt Financing AgreementsCommitment Letter that are within their control, there are no conditions precedent or other contingencies to the obligations of the Lender to provide and (iii) arrange the Debt Financing at or promptly after the Acceptance Time (with respect to amounts required to consummate the Offer) and at or prior to the Closing Date (with respect to amounts required to consummate the Merger and make such other payments required at the Effective Time pursuant to the terms hereof), including using their respective commercially reasonable efforts to: (A) enter into definitive agreements with respect thereto on the terms contained in the Debt Commitment Letter, (B) cause the Lenders and any other Debt Financing Source to fund the Debt Financing at or promptly after the Acceptance Time (with respect to amounts required to consummate the Offer) and at or prior to the Closing Date (with respect to amounts required to consummate the Merger and make such other payments required at the Effective Time pursuant to the terms hereof) and (C) seek to enforce its rights under the Debt Commitment Letter if in Parent’s reasonable judgment it is commercially reasonable to do so. Parent shall not, and shall cause Merger Sub not to, without the prior written consent of the Company, amend, modify, supplement or replace (1) any of the conditions or contingencies that would permit to funding contained in the Lender to reduce the total amount Debt Commitment Letter, or (2) any other provision of the Debt Financing. (c) The Debt FinancingCommitment Letter, when funded in accordance with either case, to the terms of the Debt Financing Agreementsextent such amendment, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with modification or without notice, lapse of time, or both, supplement would reasonably be expected to constitute a default have the effect of materially adversely affecting the ability of Parent or breach or a failure Merger Sub to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing Date. (e) As of the Closing, and after giving effect to all of consummate the transactions contemplated by this AgreementAgreement (it being understood that Parent and Merger Sub may (x) amend the Debt Commitment Letter to add lenders, Purchasers will be Solvent.lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date 39

Debt Financing. Each of Parent and Merger Sub affirms that it is not a condition to the Closing or to any of its other obligations under this Agreement that Parent or Merger Sub obtain financing under the Debt Commitment Letter. As of the Agreement Date, HGV Borrower has received an executed debt commitment letter dated March 10, 2021 (athe “Debt Commitment Letter”) Purchasers together with the related fee letter executed in connection therewith from the Debt Financing Sources, pursuant to which the Debt Financing Sources have delivered committed, subject to Sellers the terms and conditions set forth therein, to provide to HGV Borrower the amount of financing set forth in the Debt Commitment Letter, to complete the transactions contemplated by this Agreement. A true and complete copies copy of the executed definitive agreements dated as of the date hereof (as they may be amendedDebt Commitment Letter, restated including all exhibits, schedules or modified from time to time in accordance with the terms hereofamendments thereto, collectively, the “Debt Financing Agreements”) entered into with the lender party has been previously provided to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”Company. At Closing, Purchasers will fully pay Parent or cause to be HGV Borrower has fully paid any and all commitment fees or other fees required by such Debt Commitment Letter to be paid on or before the date hereof. As of the Agreement Date, the Debt Commitment Letter is valid and in full force and effect, constitutes the legally valid and binding obligations of HGV Borrower and, to the Knowledge of Parent and HGV Borrower, the other parties thereto, subject to applicable Equitable Principles and no event has occurred which would reasonably be expected to constitute a breach thereunder on the part of HGV Borrower, or to the Knowledge of Parent and HGV Borrower, the other parties thereto. There are no conditions precedent or other contingencies related to the funding of the full amounts contemplated by the debt financing arrangements contemplated by the Debt Commitment Letter (including pursuant to any “market flex” provisions in any fee letter thereto) (the “Committed Debt Financing”), other than as set forth in the Debt Commitment Letter. The Debt Commitment Letter has not been amended or modified prior to the date hereof, and, as of the date hereof, the commitments contained in the Debt Commitment Letter have not been withdrawn, terminated, rescinded, amended, restated, or modified in any respect (and, no such withdrawal, termination, rescission, amendment, restatement, or modification is contemplated as of the date hereof, except with respect to any “flex terms” contained in that certain fee letter of even date herewith and related to the Debt Commitment Letter and except for the addition as parties to the Debt Commitment Letter of lenders, lead arrangers, bookrunners, agents, managers or similar entities who have not executed the Debt Commitment Letter as of the date hereof). As of the Agreement Date, except for the Debt Commitment Letter and customary engagement and fee letters, there are no other agreements, side letters or arrangements to which Parent or HGV Borrower is a party in respect of, that modify the terms of, or that could affect the availability or amount of the Committed Debt Financing. As of the Agreement Date, Parent will, directly or indirectly, continue to pay (or cause HGV Borrower to pay) in full any and all commitment fees or other fees required to be paid pursuant to the terms of relating to the Committed Debt Financing Agreements. (b) Except as set forth in the Debt Financing Agreements, there are no conditions precedent or other contingencies to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c) The Debt Financing, and when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price they become due and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or payable prior to the Closing Date. (e) . As of the ClosingAgreement Date, Parent and after giving effect HGV Borrower have no reason to all believe that any of the transactions contemplated by this Agreement, Purchasers will conditions to the Committed Debt Financing applicable to HGV Borrower would not reasonably be Solventexpected to be satisfied in full or that the full amount of the Committed Debt Financing would not reasonably be expected to be available to HGV Borrower on the Closing Date.

Debt Financing. (a) Purchasers have delivered Buyer shall use its reasonable best efforts to Sellers true do all things reasonably necessary, proper or advisable to consummate and complete copies of obtain the executed definitive agreements dated as of Debt Financing on the date hereof terms and conditions not substantially less favorable to Buyer and its Affiliates than those contained in the Debt Financing Commitments, including using reasonable best efforts to seek to (as they may be amended, restated or modified from time to time i) maintain in effect the Debt Financing Commitments in accordance with the terms hereofand subject to the conditions thereof, collectively, (ii) comply with their respective obligations under the “Debt Financing Agreements”Commitments and satisfy (or obtain a waiver of) entered on a timely basis (taking into account the anticipated timing of the Marketing Period) all conditions and covenants applicable to Buyer and that are within its control, in each case, in the Debt Financing Commitments, (iii) negotiate and enter into all definitive agreements with the lender party respect to the Debt Financing Agreements contemplated by the Debt Financing Commitments on the terms and conditions contained therein or on other terms not substantially less favorable to Buyer and its Affiliates than those contained in the Debt Financing Commitments, and (iv) enforce its rights under the Debt Financing Commitments and consummate the Debt Financing at or prior to Closing. Other than as set forth in this Section 5.1.3(b) below, Buyer shall not, without the prior written consent of Seller (such consent not to be unreasonably conditioned, withheld or delayed), permit any material amendment or modification to be made to, or any material waiver of any provision or remedy, under, the Debt Financing (it being understood that the exercise of any “Lender”market flex” provisions contained in any fee letter shall be deemed not to be an amendment, modification or waiver) if such amendments, modifications or waivers could reasonably be expected to (1) reduce the aggregate amount of the Debt Financing such that Buyer would not have sufficient cash proceeds to permit Buyer to pay the Preliminary Consideration and the Fixed Loan Consideration, (2) impose new or additional conditions to the receipt of the Debt Financing in a manner that would reasonably be expected to prevent or materially impair or delay Closing, (3) prevent or materially delay the consummation of the Transactions, or (4) adversely impact the ability of Buyer to enforce its rights against the other parties to the Debt Financing; provided that Buyer may amend, supplement or modify the Debt Financing Commitments to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities (or titles with respect to such entities) and shall furnish to Seller a copy of any material amendment, modification, waiver or consent of or relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”Financing Commitments promptly upon execution thereof. At Closing, Purchasers Buyer will fully pay pay, or cause to be fully paid any and paid, all commitment fees and commitments or other fees required to be paid arising pursuant to the terms of the Debt Financing AgreementsCommitments as and when they become due. (b) Except as set forth in Without limiting the Debt Financing Agreements, there are no conditions precedent or other contingencies to the obligations generality of the Lender to provide the Debt Financing foregoing, Buyer shall give Seller prompt written notice: (i) of any material default or breach (or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c) The Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, time or both, would reasonably be expected to constitute a give rise to any material default or breach breach) by any party to any Debt Financing Commitments or a failure definitive document related to satisfy a condition precedent the Debt Financing of which Buyer or its Affiliates becomes aware; (ii) of the receipt of any written notice or other communication from any Person with respect to any actual default, breach, termination or repudiation by any party to the Debt Financing Commitments or any definitive document related to the Debt Financing of any provisions of the Debt Financing Commitments or any definitive document related to the Debt Financing; and (iii) if for any reason Buyer has determined in good faith that it will not be able to obtain all or any portion of the Debt Financing necessary to consummate the Transactions pursuant to the Debt Financing Commitments. (c) If any portion of the Debt Financing becomes unavailable on the part of Purchasers under the terms and conditions contemplated in the Debt Financing Commitments or one or more of the definitive agreements related to the Debt Financing (other than as a result of Seller’s breach of any provision of this Agreement, or failure to satisfy the conditions set forth in Section 3.2), Buyer shall promptly use its reasonable best efforts to arrange and obtain alternative financing from alternative sources in such amount of the Debt Financing Agreementsthat becomes unavailable, other on terms and conditions that are not substantially less favorable, in any material respect (as reasonably determined by Buyer), to Buyer than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it those contained in the Debt Financing Agreements on Commitments and that do not, in any case, involve any conditions to funding the financing that are not contained in the Debt Financing Commitments and would not reasonably be expected to prevent, materially impede or prior to materially delay the Closing Date. (e) As consummation of the Closingfinancing, and after giving effect to all of the Transactions or the transactions contemplated by this Agreementthe Ancillary Agreements and in an amount at least equal to the Debt Financing or such unavailable portion thereof, Purchasers will as the case may be Solvent(the Alternate Debt Financing), and to obtain a new financing commitment letter with respect to such Alternate Debt Financing which shall replace the existing Debt Financing Commitments, a true, complete and correct copy of which shall be promptly provided to Seller. (d) Buyer acknowledges and agrees that the obtaining of the Debt Financing, or any Alternate Debt Financing, is not a condition to Closing and reaffirms its obligation to consummate the Transactions irrespective and independently of the availability of the Debt Financing or any Alternate Debt Financing, subject to fulfillment or waiver of the conditions set forth in Section 3.2.

Debt Financing. (a) Purchasers have a. The Purchaser has delivered to Sellers true the Seller a true, correct and complete copies and fully executed copy of the executed definitive agreements debt commitment letter, dated as of on or about the date hereof hereof, among the Purchaser and the lender party thereto (as they the same may be amended, restated amended or modified from time replaced pursuant to time in accordance with the terms hereof, collectivelySection 5.13(c), the “Debt Financing AgreementsCommitment Letter”) entered into with ), pursuant to which the lender party thereto has agreed, upon the terms and subject to the conditions of the Debt Financing Agreements Commitment Letter, to lend the amounts set forth in the Debt Commitment Letter for the purposes of financing the transactions contemplated by this Agreement (the “LenderDebt Financing”) relating to ). The Debt Commitment Letter and the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively fee letter are referred to collectively in this Agreement as the “Debt FinancingFinancing Agreements”. At Closing. b. As of the date hereof, Purchasers will fully pay or cause to each commitment represented by the Debt Financing Agreements is a legal, valid and binding obligation of the Purchaser (except as the enforceability thereof may be fully paid any and all commitment fees limited by bankruptcy, insolvency, moratorium, fraudulent conveyance and other fees required to be paid pursuant similar Laws affecting creditors’ rights generally and by general principles of equity), and to the terms knowledge of the Purchaser, the other parties thereto. None of the Debt Financing Agreements. Agreements has been amended or modified prior to the date hereof and none of the respective commitments contained in the Debt Financing Agreements have been withdrawn, modified or rescinded in any respect as of the date hereof. Except for the fee letter relating to the Debt Financing (ba complete copy of which has been provided to the Seller, with only the fee amounts, other economics and market flex (none of which would adversely affect the full amount or availability of the Debt Financing) Except redacted), as of the date hereof, there are no side letters or other agreements, contracts or arrangements related to the funding or investment, as applicable, of the Debt Financing other than as expressly set forth in the Debt Financing Agreements, there are no . c. The Purchaser has paid (or caused to be paid) any and all commitment fees or other fees payable by it (or its Affiliates) in connection with the Debt Financing Agreements that were payable on or prior to the date hereof. The only conditions precedent or other contingencies related to the obligations of the Lender Financing Sources to provide fund the full amount of Debt Financing are those expressly set forth in or contemplated by the Debt Financing or any contingencies that would permit the Lender to reduce the total amount Commitment Letter. As of the Debt Financing. (c) The Debt Financingdate hereof, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has had occurred thatwhich, with or without notice, lapse of time, time or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers the Purchaser, or to the knowledge of the Purchaser, any Financing Source, under the terms and conditions any term of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers . Subject to the satisfaction of the Lender conditions set forth in Article VII and Purchasers do not have any the completion of the Marketing Period, as of the date hereof, the Purchaser has no reason to believe that they will it would be unable to satisfy on a timely basis any term or condition to closing of the Debt Financing Agreements required to be satisfied by it in the Debt Financing Agreements on or prior to the Closing Date. (e) As of d. The Purchaser represents that it will have at the ClosingClosing adequate funds, not including any proceeds received from the Debt Financing, to purchase the Transferred Assets and after assume the Assumed Liabilities at Closing and that it will consummate the transactions described in this Agreement. After giving effect to all of the transactions contemplated by this AgreementAgreement and assuming the accuracy of the representations and warranties of the Seller set forth in Article III, Purchasers the Purchaser will not (i) be Solventinsolvent (either because its financial condition is such that the sum of its debts is greater than the fair value of its assets or because the fair salable value of its assets is less than the amount required to pay its probable Liability on its existing debts as they mature), (ii) have unreasonably small capital with which to engage in its business, or (iii) have incurred debts beyond its ability to pay as they become due.

Debt Financing. (a) Purchasers have delivered Buyer shall use its reasonable best efforts to Sellers true take, or cause to be taken, all actions, and complete copies do, or cause to be done, all things necessary, proper or advisable to obtain funds sufficient to purchase the Sold Shares on or prior to the date upon which the Sale is required to be consummated pursuant to the terms hereof. In furtherance and not in limitation of the executed foregoing, Buyer shall use its reasonable best efforts to take, or cause to be taken all actions and to do, or cause to be done, all things necessary, advisable or proper to obtain the proceeds of the Debt Financing on the terms and conditions described in the Debt Commitment Letter(s) prior to the date upon which the Sale is required to be consummated pursuant to the terms hereof, including by using reasonable best efforts to (i) maintain in effect the Debt Commitment Letter, (ii) negotiate and enter into definitive agreements dated with respect to the Debt Financing (the “Definitive Debt Agreements”) on the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in any related fee letter) (or on terms and conditions, taken as a whole, no less favorable to Buyer than the terms and conditions in the Debt Commitment Letter as in effect as of the date hereof and that would be permitted by Section 6.13(b) assuming Buyer effected such change by way of an amendment) and (iii) satisfy on a timely basis all conditions in the Debt Commitment Letter and the Definitive Debt Agreements, comply with its obligations thereunder. Buyer shall use reasonable best efforts to enforce its rights under the Debt Commitment Letter of the Definitive Debt Agreements (including in the event of any breach or purported breach thereof) in a timely and diligent manner. Without limiting the generality of the foregoing, in the event that all conditions contained in Section 7.01 and Section 7.02 (except those that, by their nature, are to be satisfied at the Closing; provided that such conditions would be so satisfied as they may be amended, restated of such date) have been satisfied or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party (to the extent permitted by applicable Law) waived, and all of the conditions in the Debt Financing Commitment Letter or the Definitive Debt Agreements (other than the “Lender”consummation of the Sale) relating have been satisfied, Buyer shall use its reasonable best efforts to cause the Lenders to fund the Debt Financing, to the commitment of extent the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees proceeds thereof are required to be paid pursuant to consummate the terms of the Debt Financing Agreementstransactions contemplated by this Agreement. (b) Except as set forth in Buyer shall not, without the prior written consent of the Company, permit any amendment or modification to, or any waiver of any provision or remedy under, or any replacement of, the Debt Financing AgreementsCommitment Letter or the Definitive Debt Agreements if such amendment, there are no modification, waiver or replacement: (1) adds new (or adversely modifies any existing) conditions precedent or other contingencies to the obligations consummation of all or any portion of the Lender to provide Debt Financing, (2) reduces the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c) The Debt FinancingFinancing to an amount that, when funded in accordance together with the terms Buyer’s and its Subsidiaries’ cash on hand, would be as of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on such date and as of the Closing Date sufficient less than the amount required to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing Date. (e) As of the Closing, and after giving effect to all of consummate the transactions contemplated by this Agreement, Purchasers (3) materially adversely affects the ability of Buyer to enforce its rights against other parties to the Debt Commitment Letter or the Definitive Debt Agreements as so amended, replaced, supplemented or otherwise modified, relative to the ability of Buyer to enforce its rights against the other parties to the Debt Commitment Letter as in effect on the date hereof or (4) could otherwise reasonably be expected to prevent, impede or delay the consummation of the Sale and the other transactions contemplated by this Agreement. Buyer shall promptly deliver to the Company copies of any such amendment, modification, waiver or replacement. (c) In the event that any portion of the Debt Financing becomes unavailable, regardless of the reason therefor, Buyer will (A) use reasonable best efforts to obtain alternative debt financing (in an amount sufficient, when taken together with the available portion of the Debt Financing, to consummate the transactions contemplated by this Agreement (including to pay the cash consideration in respect of the purchase of Sold Shares) from the same or other sources and which do not include any conditions to the consummation of such alternative debt financing that are, when taken as a whole, materially more onerous than the conditions set forth in the Debt Financing and (B) promptly notify the Company of such unavailability and the reason therefor. For the purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be Solventamended, replaced, supplemented or otherwise modified or replaced by this Section 6.13 (and any alternative financing obtained in accordance with this Section 6.13), and “Debt Commitment Letter” and “Definitive Debt Agreements” shall be deemed to include, respectively, such documents as permitted to be amended, replaced, supplemented or otherwise modified or replaced by this Section 6.13, and such documents entered into with respect to any alternative financing arranged in compliance herewith (and any Debt Commitment Letter remaining in effect at the time in question). Buyer shall provide the Company with prompt oral and written notice of any actual or threatened breach, default, termination or repudiation by any party to the Debt Commitment Letter or any Definitive Debt Agreement and a copy of any written notice or other written communication from any Lender or other financing source with respect to any breach, default, termination or repudiation by any party to the Debt Commitment Letter or any Definitive Debt Agreement of any provision thereof. Buyer shall keep the Company reasonably informed on a current basis of the status of its efforts to consummate the Debt Financing. The foregoing notwithstanding, compliance by Buyer with this Section 6.13 shall not relieve Buyer of their obligations to consummate the transactions contemplated by this Agreement whether or not the Debt Financing is available.

Debt Financing. (a) Purchasers have delivered Each Buyer Party shall use reasonable best efforts to Sellers true do, or cause to be done, all things reasonably necessary, proper or advisable to arrange and complete copies of obtain the executed Debt Financing on or prior to the Closing Date on the terms and conditions described in the Debt Commitment Letters (subject to any “flex” provisions applicable thereto), including to (i) maintain in effect the commitment for the Debt Financing set forth in the Debt Commitment Letters, (ii) negotiate, execute, and deliver definitive agreements dated as of the date hereof (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party respect to the Debt Financing Agreements having terms and conditions contemplated by the Debt Commitment Letters (including any flex terms in the “Lender”Debt Commitment Letters) relating to and on such other terms that would not (A) reduce the commitment of the Lender to provide the full aggregate amount of the Initial Purchase Price and all related fees and expenses, collectively referred Debt Financing such that the Buyer Parties would not have sufficient funds at Closing to in this Agreement as pay the “Required Financing Amount or (B) impose new or additional conditions to the receipt of the Debt Financing, or otherwise amend, modify or expand any conditions, to the receipt of the Debt Financing, in each case, in a manner that would reasonably be expected to (1) materially delay the timing of the Debt Financing, (2) make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) less likely to occur or (3) adversely affect in any material respect (x) the ability of the Buyer Parties to enforce their rights against the other parties to the Debt Commitment Letters or (y) the ability of the Buyer Parties to consummate the transactions hereunder (any such event described in (A) or (B), an “Adverse Effect on Financing”. At Closing), Purchasers will fully pay or (iii) satisfy and cause to be fully paid any satisfied, on a timely basis, all conditions applicable to the Buyer Parties in such Debt Commitment Letters and all commitment fees the definitive agreements related thereto, and other fees required to be paid pursuant (iv) subject to the terms of the Debt Commitment Letters and upon the satisfaction of the conditions set forth in the Debt Commitment Letters, consummate the Debt Financing Agreementsat or prior to the Closing, including by using reasonable best efforts to enforce their rights to do so. (b) Except as set forth If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing AgreementsCommitment Letters (including any related flex terms), there are no conditions precedent or other contingencies each Buyer Party shall promptly notify General Partner of such situation and use their reasonable best efforts to arrange to obtain alternative debt financing (an “Alternative Financing”) in an amount sufficient to consummate the transactions contemplated hereby and on terms in the aggregate not materially less favorable to the obligations Buyer Parties in the reasonable judgment of the Lender to provide NFC than the Debt Financing contemplated by the Debt Commitment Letters; provided, however, that any such alternative financing will not, without the prior written consent of General Partner (not to be unreasonably withheld, conditioned or delayed), reasonably be expected to have an Adverse Effect on Financing and such Buyer Party shall as soon as reasonably practicable deliver a true, correct and complete copy of each Alternative Financing commitment letter to General Partner. Without the prior written consent of General Partner (not to be unreasonably withheld, conditioned or delayed), each Buyer Party shall not amend or modify the Debt Commitment Letters in a manner that could reasonably be expected to have an Adverse Effect on Financing (it being understood the Debt Financing may be replaced so long as such replacement does not have an Adverse Effect on Financing); provided, however, that additional Financing Sources may be added to any contingencies that Debt Commitment Letters in accordance with the terms thereof, if the addition of such additional parties, individually or in the aggregate, would permit not reasonably be expected to prevent or materially delay the Lender to reduce the total amount availability of the Debt FinancingFinancing under the Debt Commitment Letters or the consummation of the transactions described herein. (c) The Prior to the Closing, the Buyer Parties shall keep General Partner reasonably informed, upon the reasonable request of General Partner, of the status of its efforts to arrange the Debt Financing, when funded in accordance Financing and provide General Partner with copies of the terms material executed definitive agreements for the Debt Financing and such other information and documentation and shall give General Partner prompt notice of any breach of any material provisions of any of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on Commitment Letters or definitive document related to the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with by any party to any Debt Commitment Letters or without notice, lapse of time, or both, would definitive document related to the Debt Financing to the extent such breach could reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent have Adverse Effect on Financing. The Buyer Parties acknowledge and agree that the part of Purchasers under the terms and conditions obtaining of the Debt Financing AgreementsFinancing, other than or any such defaultAlternative Financing, breach or failure that has been waived by the Lender or otherwise cured in is not a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing DateClosing. (e) As of the Closing, and after giving effect to all of the transactions contemplated by this Agreement, Purchasers will be Solvent.

Debt Financing. (a) Purchasers have delivered Acquiror shall use commercially reasonable efforts to Sellers true take, or cause to be taken, all actions and complete copies of the executed definitive agreements dated use commercially reasonable efforts to do, or cause to be done, all things necessary, proper and advisable to (i) obtain debt financing that is on such terms and conditions as of the date hereof (as they may be amended, restated or modified from time reasonably acceptable to time in accordance with the terms hereof, collectivelyAcquiror, the “Debt Financing Agreements”) entered into with the lender party net proceeds of which are greater than or equal to the amount set forth on Schedule 6.10 and that constitutes Acquiror Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing), Purchasers will fully pay or cause and (ii)(A) negotiate and execute definitive agreements with respect to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms of the Debt Financing (the “Financing Agreements”) on terms and conditions reasonably acceptable to Acquiror, which terms and conditions shall not be in violation of any of the covenants or agreements of Acquiror contained herein, and deliver to Contributor a copy thereof as promptly as practicable (and no later than four (4) Business Days) after such execution (but in any event, prior to the Closing); (B) satisfy on a timely basis, or obtain a timely waiver of, all conditions in the Financing Agreements that are within the control of Acquiror; (C) comply with the obligations of Acquiror under the Financing Agreements; and (D) consummate the Debt Financing at or prior to the Closing. Acquiror’s obligations under this Section 6.10 shall include using commercially reasonable efforts to seek the Debt Financing from alternative financing sources in the event any financing sources that may be initially contacted by Acquiror are unable to provide the Debt Financing. (b) Except as set forth in Acquiror shall use commercially reasonable efforts to keep Contributor and Contributor Guarantor informed with respect to all material activity concerning the status of the Debt Financing Agreements, there are no conditions precedent or other contingencies and shall give Contributor and Contributor Guarantor prompt notice of any material adverse change with respect to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the such Debt Financing. (c) The Debt FinancingWithout limiting Acquiror’s obligations set forth in this Section 6.10, when funded prior to the Closing, each of Acquiror and Contributor shall cooperate, and shall use its commercially reasonable efforts to cause its respective officers, employees, representatives, auditors, and advisors, including legal and accounting advisors, to cooperate, in accordance connection with the terms arrangement of the Debt Financing Agreements(provided, shall provide Purchasers that such requested cooperation does not unreasonably interfere with acquisition the ongoing operations of business of the Parties or their respective Affiliates), including, if necessary, (i) participation in meetings, drafting sessions, rating agency presentations, due diligence sessions, and “road show” and other customary marketing presentations; (ii) assisting any financing on sources in the Closing Date sufficient preparation of (A) one or more customary offering documents and documents to pay be filed with the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and SEC in full force and effect and no event has occurred that, connection with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreementsand (B) materials for rating agency presentations; (iii) using commercially reasonable efforts to obtain surveys and title insurance reasonably requested by financing sources; (iv) taking all reasonably required corporate actions, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers subject to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing Date. (e) As consummation of the Closing, and after giving effect to all permit the consummation of the transactions contemplated Debt Financing; (v) providing authorization letters to any financing sources authorizing the distribution of information to prospective lenders and containing a customary representation to the arranger of any financing that the information contained in any offering document or information memorandum relating to the Company does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (vi) cooperating reasonably with the financing sources’ due diligence of the Company, to the extent customary and reasonable and to the extent not unreasonably interfering with the business of the Parties and their respective Affiliates. Any information provided by this Agreementthe Parties in connection with seeking the Debt Financing (which must be furnished in writing) shall be prepared in good faith and shall, Purchasers will be Solventfree of any material misstatements or omissions.

Debt Financing. (a) Purchasers have delivered From the date hereof and ending at the earlier of (i) the Closing Date, and (ii) termination of this Agreement pursuant to Sellers true Section 8.1, each Parent Party shall use its commercially reasonable efforts to take, or cause to be taken, all actions and complete copies to do, or cause to be done, all things reasonably necessary to arrange and consummate the Debt Financing on the terms and conditions described in the Debt Commitment Letter (or on other terms acceptable to Parent that would not reasonably be likely to make funding less likely to occur when required on the Closing Date on or prior to the Closing Date. Such actions shall include using its commercially reasonable efforts to: (i) maintain in full force and effect the Debt Commitment Letter until the initial funding of the Debt Financing; (ii) satisfy on a timely basis all of the conditions precedent to the Debt Financing applicable to any Parent Party and within its control that are to be satisfied by such Parent Party; (iii) negotiate, execute and deliver definitive documents (“Debt Financing Documents”) that substantially reflect the terms of the Debt Commitment Letter (including, as necessary and subject to the terms of the Debt Commitment Letter, agreeing to any requested changes to the commitments thereunder in accordance with any “flex” provisions contained in the Debt Commitment Letter or any related fee letter), in each case which terms shall not in any material respect expand on the conditions to the funding of the proceeds from the Debt Financing at the Closing or reduce the aggregate amount of the proceeds from the Debt Financing available to be funded on the Closing Date below the Required Financing Amount (taking into account the Available Cash); and (iv) assisting with the syndication activities contemplated by the Debt Commitment Letter on a reasonably timely basis and (v) if the conditions contained in Article VI of this Agreement and the conditions to the Debt Financing have been satisfied, drawing the full amount of the proceeds from the Debt Financing to the extent needed, together with Available Cash and the amount in the Trust Account, to satisfy all of the payment obligations of the Parent Parties under this Agreement at the Closing. Each Parent Party shall use commercially reasonable efforts to comply in all material respects with its obligations under the Debt Commitment Letter. No Parent Party shall, without the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned), permit or consent to any amendment, supplement or modification to be made to any provision of the Debt Commitment Letter if such amendment, supplement or modification would (i) (A) change, expand or impose new conditions precedent to the funding of the proceeds from the Debt Financing from those set forth therein on the date hereof or (B) change the timing of the funding of the proceeds of the Debt Financing thereunder, in each case, in a manner that would reasonably be expected to materially impair, materially delay or prevent the availability of all or a portion of the proceeds of the Debt Financing when required pursuant to this Agreement, (ii) reduce the aggregate cash amount of the proceeds of the Debt Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing (except as set forth in any “flex” provisions existing on the date hereof)) below the Required Financing Amount (taking into account the amount in the Trust Account and the Available Cash) or (iii) increase pricing or modify any “flex” provisions existing on the date hereof (collectively, the “Restricted Commitment Letter Amendments”); provided, that notwithstanding the limitations set forth in this Section 5.21, a Parent Party may amend the Debt Commitment Letter to (1) add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed definitive agreements dated the Debt Commitment Letter as of the date hereof (including in replacement of a Lender) or reallocate commitments or assign or re-assign titles and roles to or amend parties to the Debt Commitment Letter, (2) decrease pricing or (3) implement any “flex” provisions existing on the date hereof. For purposes of this Agreement, references to the “Debt Commitment Letter” shall include such document as they may permitted or required by this Section 5.21 to be amended, restated modified or modified waived, in each case from time to time in accordance with the terms hereofand after such amendment, collectively, the “Debt Financing Agreements”) entered into with the lender party to modification or waiver. Each Parent Party acknowledges and agrees that the Debt Financing Agreements (the “Lender”) relating is not a condition to the commitment occurrence of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms of the Debt Financing Agreements. (b) Except as set forth in At the Debt Financing Agreements, there are no conditions precedent or other contingencies to the obligations reasonable request of the Lender Company, the Parent Parties shall keep the Company reasonably informed, in all reasonable detail, of the status of their efforts to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of arrange the Debt Financing. (c) The Debt Financing, when funded in accordance with . Without limiting the terms generality of the Debt Financing Agreementsforegoing, the Parent Parties shall provide Purchasers with acquisition financing on give the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. Company prompt written notice (di) The Debt Financing Agreements are valid, binding and in full force and effect and no of any material breach or default (or any event has occurred or circumstance that, with or without notice, lapse of time, time or both, would reasonably be expected to constitute a default or result in material breach or a failure default) by any party to satisfy a condition precedent on the part Debt Commitment Letter or any other Debt Financing Document of Purchasers under the terms which any Parent Party becomes aware, (ii) if and conditions when any Parent Party becomes aware that any portion of the Debt Financing Agreementscontemplated by the Debt Commitment Letter may not be available to consummate the transactions contemplated by this Agreement at the Closing, (iii) of the receipt of any written notice or other than written communication from any such Person with respect (A) actual or potential breach, default, breach termination or failure repudiation by any party to the Debt Commitment Letter or any other Debt Financing Document, or (B) material dispute or disagreement between or among the Parent Parties, on the one hand, and the other parties to the Debt Commitment Letter or any other Debt Financing Document, on the other hand, that has been waived by the Lender or otherwise cured would reasonably be expected to result in a timely manner by Purchasers failure to receive the satisfaction proceeds of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Debt Financing or the Debt Financing Documents), and (iv) of any termination of the Debt Commitment Letter (other than in accordance with its terms). The Parent Parties shall provide the Company, upon reasonable request, with copies of any Debt Financing Documents as well as any commitment letters or amendments or waivers to any of the foregoing. (c) In the event that the Parent Parties determine that the Debt Financing will not be available to the Parent Parties in accordance with the terms hereof and such amount is necessary to consummate the transactions contemplated hereby at the Closing, the Parent Parties shall use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to arrange for and obtain as promptly as practicable following the occurrence of any such financing failure event, alternative debt financing (the “Alternative Debt Financing”), including from the same or alternative sources, in an amount not less than the Required Financing Amount. Notwithstanding anything contained in this Section or anything else in this Agreement, in no event shall the commercially reasonable efforts of the Parent Parties be deemed or construed to require the Parent Parties to, and the Parent Parties shall not be required to, (i) pay any fees in excess of those contemplated by the Debt Commitment Letter as of the date hereof, or (ii) agree to conditionality or economic terms of the Debt Financing that are less favorable than those contemplated by the Debt Commitment Letter or any related fee letter (including any flex provisions therein) as of the date hereof. In the event that Alternative Debt Financing is obtained, the Parent Parties shall promptly provide the Company with a copy of the new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). If applicable, any reference in this Agreement to “Debt Financing” shall include “Alternative Debt Financing”, any reference to “Debt Commitment Letter” shall include the “Alternative Debt Financing Commitment Letter” and any references to “Debt Financing Documents” shall include the definitive documentation relating to any such Alternative Debt Financing. (d) From the date hereof and ending at the earlier of (1) the Closing Date, and (2) termination of this Agreement pursuant to Section 8.1, the Company shall, and shall cause the Company Subsidiaries to, use its commercially reasonable efforts to cooperate and cause the respective officers, employees and advisors, including legal and accounting, of the Company and the Company Subsidiaries to provide to the Parent Parties, subject to Section 5.21(e) at the sole expense of the Parent Parties, such reasonable cooperation in connection with the arrangement of the Debt Financing as is customary for debt financings of the type contemplated by the Debt Commitment Letter and may be reasonably requested by the Parent Parties, including using commercially reasonable efforts to: (i) prior to and during the Marketing Period upon reasonable notice, (A) participate in one meeting of prospective lenders at a time and at a location to be mutually agreed upon (and to the extent necessary, one or more conference calls with prospective lenders in addition to any such meeting), and sessions with rating agencies to the extent Parent Parties are attempting to obtain a public corporate credit rating and public corporate family rating pursuant to the Debt Commitment Letter and (B) cause customary direct contact between senior management of the Company, on the one hand, and the proposed lenders providing the Debt Financing on the other hand at mutually agreed upon times during normal business hours at the Company’s location in Denver, Colorado; (ii) assist with (A) the due diligence efforts of potential lenders and the preparation of customary marketing materials for the Debt Financing, including bank confidential information memoranda, lenders presentations, rating agency presentations and similar documents reasonably necessary in connection with the Debt Financing (including delivering a customary authorization letter, confirmations and undertakings as contemplated by the Debt Commitment Letter (which shall include a representation to the Financing Sources (I) that the public side versions of such documents, if any, do not include material non-public information about the Company or Company Subsidiaries or securities and (II) as to the accuracy of the information contained in the disclosure and marketing materials related to the Debt Financing and the Required Financial Information (as defined below) and otherwise use commercially reasonable efforts to cooperate with the marketing efforts for the Debt Financing); and (B) providing financial information as reasonably requested by Parent for Parent to prepare projections of the Company for one or more periods following the Closing Date; (iii) furnish the Parent Parties and their financing sources (including each source of the Debt Financing) as promptly as practicable, with (I) all financial statements, financial data, audit reports and other information regarding the Company and Company Subsidiaries required pursuant to clause (c) of Exhibit C to the Commitment Letter and the financial information and other Company related information necessary for Parent to prepare the pro forma financial statements referred to in clause (d) of Exhibit C to the Debt Commitment Letter (including using commercially reasonable efforts to obtain, to the extent applicable, consents of accountants for use of their reports in any materials relating to the Debt Financing); and (II) such other pertinent and customary information regarding the Company and Company Subsidiaries as may be reasonably requested by Parent to the extent that such information is of the type and form customarily included in a bank information memorandum (all such information and documents in this Section 5.21(d)(iii), together with the authorization letter in Section 5.21(d)(ii), the “Required Financial Information”); (iv) (A) assist in facilitating the pledge of collateral and the obtaining of guarantees and, (B) to the extent such officers and employees will be officers and/or employees of the Company following the Closing, execute and deliver, effective as of the Closing, customary definitive financing documentation, including customary pledge and security documents and certificates, documents and instruments related to guarantees and collateral; (v) deliver a certificate from the chief financial or other officer of the Company with respect to solvency matters as of the Closing in the form attached as Annex I to Exhibit C to the Debt Commitment Letter; and (vi) furnish the Parent Parties information with respect to the Company and Company Subsidiaries required from the Company by regulatory authorities including under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. provided, however, that in no event shall the Company or its Representatives otherwise be required to provide, or make any representations with respect to, pro forma financial statements or pro forma adjustments related to the Debt Financing; provided, further, that the Company shall not be required to provide, or cause the Company Subsidiaries to provide, cooperation under this Section 5.21(d) that: (w) requires the Company, any of the Company Subsidiaries or their respective pre-Closing directors, officers, managers, general partners or employees to take any action that results in the waiver of any legal privilege, (x) unreasonably interferes with the ongoing business of the Company or any of the Company Subsidiaries, (y) requires the Company or any of the Company Subsidiaries to take any action that would reasonably be expected to conflict with or violate its Organizational Documents or any Law, or (z) requires the Company, any of the Company Subsidiaries or their respective pre-Closing directors, officers, managers, general partners or employees to execute, deliver or enter into, or perform any agreement, document or instrument, including any Debt Financing Document, with respect to the Debt Financing (other than the authorization letter referred to in clause (d)(ii)) that is effective prior to the Closing Dateand the pre-Closing directors, managers and general partners of the Company and the Company Subsidiaries shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained, that is effective prior to the Closing. The Company hereby consents to the use of the Company’s logos and marks in connection with the Debt Financing; provided, however, that such logos and/or marks are used solely in a manner that is not intended, or reasonably likely, to harm or disparage the Company or any Company Subsidiaries or the reputation or goodwill of the Company or any Company Subsidiaries. All information provided by the Company, any of its Affiliates or any of their respective Representatives pursuant to this Section 5.21 shall be kept confidential in accordance with the Confidentiality Agreement, the provisions and restrictions of which are by this reference hereby incorporated herein; provided that nothing therein shall prohibit or limit Parent Parties from disclosing any such information to its potential financing sources or rating agencies during the syndication of the Debt Financing, subject to such financing sources and ratings agencies entering into customary confidentiality undertakings with respect to such information. (e) As In no event shall the Company or any Company Subsidiary be required to pay any commitment or similar fee or incur any expense in connection with assisting the Parent Parties in arranging the Debt Financing that will not be reimbursed by the Parent Parties at the Closing or as a result of any information provided by the ClosingCompany, any Company Subsidiary or any of their Affiliates or Representatives in connection therewith. The Parent Parties shall indemnify and hold harmless the Company, and after giving effect to all of the transactions contemplated by this Agreementits Equity Holders, Purchasers will be Solvent.Affiliates and Representatives fro

Debt Financing. (a) Purchasers have delivered Buyer and Merger Subsidiary shall each use their respective reasonable best efforts to Sellers true complete the Debt Financing at Closing on the terms and complete copies conditions described in the Debt Commitment Letters and shall not agree to any amendment or modification to, any waiver of any provision or remedy under, or any replacement of, the Debt Commitment Letters without the prior written consent of the executed Company if such amendment, modification, waiver or replacement would or would reasonably be expected to (i) reduce the aggregate amount of the Debt Financing, (ii) impose new or additional conditions to the receipt of the Debt Financing on the Closing Date and/or on any date after the Closing Date on which any payment in respect of the Debt Financing is required, including with respect to regulatory approvals (it being understood and agreed that no such amendment, modification, waiver or replacement shall result in the imposition of any condition precedent or other contingency (x) relating to the condition (financial or otherwise), results, investments, indebtedness, performance, operations, properties or prospects of any Person other than the Company and/or its Subsidiaries or (y) to the making of any payment in respect of the Debt Refinancing after the Closing Date other than an event of default resulting from the bankruptcy of the Reporting Subsidiary), (iii) prevent or materially delay the consummation of the transactions contemplated by this Agreement, including the Debt Refinancing, (iv) adversely impact the ability of Buyer or Merger Subsidiary to enforce their respective rights against the other parties to the Debt Commitment Letters or (v) result in the provision of all or any portion of the Debt Financing from any Person that is not organized under the laws of the United States or the PRC or a United States-based branch of a financing source that is organized under the laws of the PRC. In addition, Buyer and Merger Subsidiary shall each use their respective reasonable best efforts to (A) negotiate definitive agreements dated as with respect to the Debt Financing on the terms and conditions contained in the Debt Commitment Letters or on other terms reasonably acceptable to Buyer and Merger Subsidiary and not in violation of this Section 8.07(a) and (B) satisfy on a timely basis all conditions applicable to the Debt Financing under the Debt Commitment Letters. In the event that all conditions to funding under the Debt Commitment Letters (other than the availability of equity financing and such conditions which by their nature can only be satisfied at the Closing) have been satisfied, Buyer and Merger Subsidiary shall each use their respective reasonable best efforts to cause the Debt Financing Sources to fund the Debt Financing required to consummate the Merger and related transactions on the Closing Date and, when required under the terms of the date hereof applicable Debt Instrument, the Debt Refinancing (including taking enforcement actions to cause the Debt Financing Sources to provide such financing) and Buyer shall, in each case, cause the proceeds of the Debt Financing to be applied to repay or redeem any Indebtedness required to be repaid or redeemed in connection with the Debt Refinancing (whether by contributing or otherwise transferring such proceeds to the Surviving Corporation and the Reporting Subsidiary or otherwise). In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letters, (1) Buyer shall promptly notify the Company and (2) Buyer and Merger Subsidiary shall each use their respective reasonable best efforts to obtain alternative financing from alternative sources organized under the laws of the United States or the PRC or the United States-based branches of financing sources that are organized under the laws of the PRC or other financing sources to which the Company may consent in writing on terms not materially less beneficial to the Company as they may it pertains to conditionality (but in any event not including any conditions or other contingencies (x) relating to the condition (financial or otherwise), results, investments, indebtedness, performance, operations, properties or prospects of any Person other than the Company and/or its Subsidiaries or (y) to the making of any payment in respect of the Debt Refinancing after the Closing Date other than an event of default resulting from the bankruptcy of the Reporting Subsidiary) in an amount sufficient to consummate the Merger as promptly as possible and, when required under the applicable Debt Instrument, the Debt Refinancing. For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letters as permitted by this Section 8.07(a) to be amended, restated modified or replaced and references to the “Debt Commitment Letters” shall include such document as permitted by this Section 8.07(a) to be amended, modified or replaced, in each case from time and after such amendment, modification or replacement, and references to time “Debt Financing Sources” in this Agreement shall include any financing source permitted to provide any Debt Financing in accordance with the terms hereofof this Section 8.07(a). Following the Closing, collectivelyif the Company or any of its Subsidiaries is required to redeem any Indebtedness upon the occurrence of a “Change of Control” resulting from the transactions contemplated hereby under the documents governing such Indebtedness (including the Debt Instruments), the “Debt Financing Agreements”Surviving Corporation shall (and Buyer shall cause the Surviving Corporation and the Reporting Subsidiary to) entered into comply with the lender party to requirements under such documents and Buyer shall cause the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms proceeds of the Debt Financing Agreementsto be applied to redeem such Indebtedness (whether by contributing or otherwise transferring such proceeds to the Surviving Corporation and the Reporting Subsidiary or otherwise). (b) Except as set forth in Buyer shall keep the Debt Financing Agreements, there are no conditions precedent or other contingencies to the obligations Company apprised on a reasonably current basis of the Lender status of its efforts to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of consummate the Debt Financing. (c) The Buyer acknowledges and agrees that obtaining any Debt Financing is not a condition to the Closing (except to the extent that the consummation of a Debt Financing is prohibited by Applicable Law, pursuant to Section 9.01(a)) and reaffirms its obligation to consummate the transactions contemplated hereby on the terms and subject to the conditions set forth herein, independently of the availability of, or the ability to obtain, any Debt Financing (except to the extent set forth in Section 9.01(a)). (d) From the date of this Agreement to the Effective Time and subject to Section 8.07(e) below, the Company shall, shall cause its Subsidiaries to, and shall use reasonable best efforts to cause its Representatives to, provide to Buyer all cooperation reasonably requested by Buyer in connection with any Debt Financing. Such cooperation may include, without limitation, (i) the Company’s use of reasonable best efforts to assist Buyer in obtaining, prior to Closing, an amendment to the definition of “Change of Control” in the Subsidiary Credit Agreement to the extent necessary to permit the consummation of the transactions contemplated by this Agreement without causing an event of default under the applicable agreement (it being understood that any such amendment shall be conditioned upon the Closing and become effective substantially concurrently with the Effective Time), (ii) providing direct contact between any Debt Financing Sources and, if a syndication is contemplated, other prospective financing sources in connection with such syndication, on the one hand, and the officers and directors of the Company and its Subsidiaries, on the other hand, providing relevant or appropriate assistance in connection with such entities’ due diligence investigations and, if a syndication is contemplated, participating in a reasonable number of meetings (including customary one-on-one meetings with lead arrangers and agents or prospective lenders or purchasers), presentations and due diligence sessions and sessions with ratings agencies in connection with such syndication, (iii) providing any financial information that may be reasonably requested by Buyer to the extent the same is reasonably available to the Company necessary in connection with any Debt Financing, when funded if applicable, within the time periods required under the Debt Commitment Letters, (iv) taking all corporate actions or executing any required instruments, certificates or documents, subject to the occurrence of the Closing, as may be reasonably requested by Buyer in connection with any Debt Financing, and (v) if a syndication is contemplated, assisting with preparation of any required disclosure documents or customary marketing materials, lender presentations or rating agency presentations. Notwithstanding the foregoing, (A) no officer, director, member of management, employee, Stockholder or other Representative of the Company or its Subsidiaries shall be required to travel outside the United States in connection with the Company or its Subsidiaries’ obligations pursuant to this Section 8.07(d), (B) all material, non-public information regarding the Company and its Subsidiaries provided to Buyer, Merger Subsidiary, any Debt Financing Source or any other Person pursuant to this Section 8.07 shall be kept confidential by them in accordance with the terms of the Confidentiality Agreement, in the case of Buyer and Merger Subsidiary, or a confidentiality agreement on terms substantially identical to those set forth in the Confidentiality Agreement, in the case of any Debt Financing AgreementsSource or other Person, and (C) none of the Company or any of its Subsidiaries or the Stockholders shall provide Purchasers with acquisition financing on be required to (1) commit to take any action that is not contingent upon the Closing Date sufficient (including the entry into any agreement) or that would be effective prior to pay the Initial Purchase Price and Effective Time or that would otherwise subject any of them to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and actual or potential liability in full force and effect and no event has occurred that, connection with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than or (2) take any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers action to the satisfaction extent that it would, in the Company’s reasonable, good faith judgment, (x) unreasonably interfere with the business or operations of the Lender and Purchasers do not have Company or its Subsidiaries, (y) violate any reason Applicable Law or (z) be reasonably likely to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it result in the Debt Financing Agreements on waiver of any attorney-client privilege, the unauthorized disclosure of any trade secrets of third parties or prior to the Closing Datebreach of any applicable confidentiality obligations. (e) As of Notwithstanding anything to the Closing, and after giving effect to all of the transactions contemplated by contrary in this Agreement, Purchasers will including Section 8.07(d) above, none of the Company or any of its Subsidiaries shall incur any fees, charges, expenses, premiums, penalties and other amounts payable in connection with any of the foregoing (including the payment of any commitment or other fee) in connection with any Debt Financing or Debt Refinancing other than to the extent (i) arising out of or pursuant to actions taken at Buyer’s express written request or (ii) otherwise incurred with Buyer’s express written consent (“Approved Expenses”), and none of the Company’s or its Subsidiaries’ respective stockholders or other Representatives shall be Solventrequired to incur any such fees, charges, expenses, premiums, penalties and other amounts payable except for Approved Expenses that are reimbursable pursuant to the following sentence (it being understood and agreed that nothing herein shall prohibit the Company or any of its Subsidiaries from complying with the terms of the Subsidiary Credit Agreement, any Debt Instrument or any other Indebtedness existing as of the date hereof or incurred in compliance with Section 6.01). Buyer and/or Merger Subsidiary shall, within ten (10) days following receipt of a summary invoice therefor, reimburse the Company and/or its Subsidiaries for all Approved Expenses and shall use reasonable best efforts to obtain all PRC Regulatory Approvals required in connection therewith. To the extent that the Company, its Subsidiaries, or their respective stockholders or other Representatives request Buyer’s approval pursuant to clause (ii) above to take any action in connection with any Debt Financing or Debt Refinancing, and Buyer does not grant such approval in a reasonably timely manner, then such requesting Person’s subsequent omission to take (or delay in taking) such action shall not be deemed to be a failure of the Company to comply with its obligations to cooperate with Buyer pursuant to this Section 8.07. Buyer shall indemnify and hold harmless the Company, its Subsidiaries, their respective Related Persons and Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred in connection with the arrangement of the Debt Financing in accordance with this Section 8.07 and any information utilized in connection therewith.

Debt Financing. (a) Purchasers have delivered From the date hereof and ending at the earlier of (i) the Closing Date and (ii) termination of this Agreement pursuant to Sellers true Section 8.1, each Parent Party shall use its reasonable best efforts to take, or cause to be taken, all actions and complete copies to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange, consummate and enforce the Debt Financing on the terms and conditions described in the Debt Commitment Letter as in effect on the date hereof. Such actions shall include using its reasonable best efforts to: (i) maintain in full force and effect (1) the Debt Commitment Letter until the initial funding of the Debt Financing and (2) thereafter, the First Lien Credit Documentation (as defined in the Debt Commitment Letter as in effect on the date hereof) pursuant to which the Financing Sources have committed to provide the First Lien Term Facility (as defined in the Debt Commitment Letter as in effect on the date hereof) and subject to Section 5.20(c) below, the Parent agrees that it shall not and shall not permit any of its Affiliates to terminate the commitments pursuant to the First Lien Term Facility thereunder prior to the funding thereof and the consummation of the Refinancing (as defined in the Debt Commitment Letter as in effect on the date hereof); (ii) satisfy on a timely basis all of the conditions precedent to the Debt Financing applicable to any Parent Party and within its control that are to be satisfied by such Parent Party; (iii) negotiate, execute and deliver definitive documents (“Debt Financing Documents”) that substantially reflect the terms of the Debt Commitment Letter (including, as necessary and subject to the terms of the Debt Commitment Letter, agreeing to any required changes to the commitments thereunder in accordance with any “flex” provisions contained in the Debt Commitment Letter or any related fee letter), in each case which terms shall not impose new or additional conditions or expand on (or amend or modify in any manner adverse to the Company) the conditions to the funding of the proceeds from the Debt Financing at the Closing, reduce the aggregate amount of the proceeds from the Debt Financing available to be funded on the Closing Date below the Required Financing Amount (taking into account the Available Cash) or reasonably be expected to delay, impair or prevent the Closing; and (iv) if the conditions contained in Section 6.1 and Section 6.3 of this Agreement and the conditions to the Debt Financing have been satisfied, drawing the full amount of the proceeds from the Debt Financing to the extent needed, together with Available Cash and the amount in the Trust Account, to satisfy all of the payment obligations of the Parent Parties under this Agreement at the Closing. Each Parent Party shall use reasonable best efforts to comply in all material respects with its obligations under the Debt Commitment Letter to the extent that failure to do so would reasonably be expected to materially impair, materially delay or prevent the availability of all or a portion of the proceeds of the Debt Financing when required pursuant to this Agreement. No Parent Party shall, without the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned), permit or consent to any amendment, supplement or modification to be made to any provision of the Debt Commitment Letter or any Debt Financing Documents if such amendment, supplement or modification (i) would (A) change, expand or impose new conditions precedent to the funding of the proceeds from the Debt Financing from those set forth therein on the date hereof or (B) change the timing of the funding of the proceeds of the Debt Financing thereunder, in each case, in a manner that would reasonably be expected to materially impair, materially delay or prevent the availability of all or a portion of the proceeds of the Debt Financing when required pursuant to this Agreement, (ii) could reasonably be expected to adversely affect any Parent Party’s ability to consummate the transactions contemplated by this Agreement, (iii) could reasonably be expected to prevent, impair or delay Closing, (iv) would reduce the aggregate cash amount of the proceeds of the Debt Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing (except as set forth in any “flex” provisions existing on the date hereof) below the Required Financing Amount (taking into account the amount in the Trust Account and the Available Cash), or (v) would reasonably be expected to prevent, delay, impose additional conditions on, or impair the Existing Notes Refinancing (collectively, the “Restricted Commitment Letter Amendments”); provided, that notwithstanding the limitations set forth in this Section 5.20, a Parent Party may amend the Debt Commitment Letter to (1) add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed definitive agreements dated the Debt Commitment Letter as of the date hereof (as they may be amended, restated including in replacement of a Lender) and reallocate commitments in connection therewith or modified from time assign or re-assign titles and roles to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party or amend parties to the Debt Financing Agreements Commitment Letter or (2) implement any “flex” provisions set forth in the “Lender”fee letter (as in effect on the date hereof) relating to the commitment Debt Commitment Letter as in effect on the date hereof. For purposes of the Lender this Agreement, references to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay Commitment Letter” shall include such document as permitted or cause required by this Section 5.20 to be fully paid any amended, modified or waived, in each case from and all commitment fees after such amendment, modification or waiver. Subject to Section 6.1 and other fees required to be paid pursuant to the terms of Section 6.3, each Parent Party acknowledges and agrees that the Debt Financing Agreementsis not a condition to the occurrence of the Closing. (b) Except as set forth The Parent Parties shall keep the Company reasonably informed on a reasonably current basis and in the Debt Financing Agreements, there are no conditions precedent or other contingencies to the obligations all reasonable detail of the Lender status of their efforts to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount arrange and all material developments in respect of the Debt Financing. (c) The Debt Financing, when funded in accordance with . Without limiting the terms generality of the Debt Financing Agreementsforegoing, the Parent Parties shall provide Purchasers with acquisition financing on give the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. Company prompt written notice (di) The Debt Financing Agreements are valid, binding and in full force and effect and no of any material breach or default (or any event has occurred or circumstance that, with or without notice, lapse of time, time or both, would reasonably be expected to constitute a default or result in material breach or default) by any party to the Debt Commitment Letter or any other Debt Financing Document of which any Parent Party becomes aware, (ii) if and when any Parent Party becomes aware that any portion of the Debt Financing contemplated by the Debt Commitment Letter may not be available to consummate the transactions contemplated by this Agreement at the Closing, including without limitation, if and when any Parent Party becomes aware of the termination of the Debt Commitment Letter (other than as such Debt Commitment Letter may be terminated by its terms upon the occurrence of the Closing Date (as defined in the Debt Commitment Letter (as in effect on the date hereof)) and the funding of the credit facilities thereunder and/or the occurrence of the Outside Date) prior to the earlier of the Closing and the Outside Date, (iii) of the receipt of any notice or other communication from any Person with respect to any (A) actual or potential breach, default, termination or repudiation by any party to the Debt Commitment Letter or any other Debt Financing Document, or (B) material dispute or disagreement between or among the Parent Parties, on the one hand, and the other parties to the Debt Commitment Letter or any other Debt Financing Document, on the other hand, that would reasonably be expected to result in a failure to satisfy receive the proceeds of the Debt Financing or delay, impair or prevent the Closing or a condition precedent reduction in the amount of proceeds of the Debt Financing to be received at Closing and (iv) if at any time for any reason any Parent Parties believes in good faith that it will not be able to obtain all or any portion of the Debt Financing on the part terms and conditions contemplated by the Debt Commitment Letter or other Debt Financing Documents. The Parent Parties shall provide the Company, upon reasonable request, with copies of Purchasers under all draft and final definitive documents relating to the Debt Financing, including any amendments or waivers to any of the foregoing. (c) In the event that the Parent Parties determine that the Debt Financing will not be available to the Parent Parties in accordance with the terms hereof and such amount is necessary to consummate the transactions contemplated hereby at the Closing, the Parent Parties shall (i) promptly notify the Company of such expiration, termination, or unavailability and the reasons therefor and (ii) use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to arrange for and obtain as promptly as practicable following the occurrence of any such financing failure event, alternative debt financing (the “Alternative Debt Financing”), including from the same or alternative sources, in an amount not less than the Required Financing Amount but which shall not, without the prior written consent of the Company, (x) impose any new or additional condition or otherwise expand any condition to the receipt of the Debt Financing or (y) otherwise on terms and conditions that are materially less favorable to the Parent Parties from a conditionality or enforceability perspective than the terms and conditions of (1) the Debt Commitment Letter until the initial funding of the Debt Financing Agreementsand (2) thereafter, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it First Lien Credit Documentation (as defined in the Debt Commitment Letter as in effect on the date hereof) until the funding of the First Lien Term Facility (as defined in the Debt Commitment Letter as in effect on the date hereof). Notwithstanding anything contained in this Section 5.20 or anything else in this Agreement, in no event shall the reasonable best efforts of the Parent Parties be deemed or construed to require the Parent Parties to, and the Parent Parties shall not be required to, (i) pay any fees in excess of those contemplated by the Debt Commitment Letter as of the date hereof, or (ii) agree to conditionality or economic terms of the Debt Financing Agreements that are less favorable than those contemplated by the Debt Commitment Letter or any related fee letter as of the date hereof. In the event that Alternative Debt Financing is obtained, the Parent Parties shall promptly provide the Company with a copy of the new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). If applicable, any reference in this Agreement to “Debt Financing” shall include “Alternative Debt Financing”, any reference to “Debt Commitment Letter” shall include the “Alternative Debt Financing Commitment Letter” and any references to “Debt Financing Documents” shall include the definitive documentation relating to any such Alternative Debt Financing. (d) From the date hereof and ending at the earlier of (1) the Closing Date, and (2) termination of this Agreement pursuant to Section 8.1, the Company shall, and shall cause the Company Subsidiaries to, use its reasonable best efforts to cooperate and cause the respective officers, employees and advisors, including legal and accounting, of the Company and the Company Subsidiaries to provide to the Parent Parties, subject to Section 5.20(e) at the sole expense of the Parent Parties, such reasonable cooperation in connection with the arrangement of the Debt Financing as is customary for debt financings of the type contemplated by the Debt Commitment Letter and/or as may be reasonably requested by the Parent Parties, including using reasonable best efforts to: (i) upon reasonable notice, (A) participate in “bank meetings” of prospective lenders at times during normal business hours and locations to be mutually agreed upon (and to the extent necessary, one or more conference calls with prospective lenders in addition to any such meetings), and sessions with rating agencies to the extent Parent Parties are attempting to obtain a public corporate credit rating and public corporate family rating pursuant to the Debt Commitment Letter and (B) cause customary direct contact between senior management of the Company, on the one hand, and the proposed lenders providing the Debt Financing on the other hand at mutually agreed upon times and locations during the Company’s normal business hours; (ii) assist with the due diligence efforts of potential lenders and the preparation of customary marketing materials for the Debt Financing, including bank confidential information memoranda, lenders presentations, rating agency presentations and similar documents reasonably necessary in connection with the Debt Financing including delivering a customary authorization letter as contemplated by the Debt Commitment Letter (which shall include a representation to the Financing Sources (I) that the public side versions of such documents, if any, do not include material non-public information about the Company or Company Subsidiaries or securities and (II) as to the accuracy of the information about the Company and its Subsidiaries contained in the disclosure and marketing materials related to the Debt Financing and the Required Financial Information (as defined below)); (iii) furnish the Parent Parties and their financing sources (including each source of the Debt Financing) as promptly as practicable, with all financial statements, financial data, audit reports and other information regarding UHS OpCo and its Subsidiaries required pursuant to clauses 7(a) and (b) of Exhibit C to the Debt Commitment Letter and the UHS OpCo financial information and other historical Company related information necessary for Parent to prepare the pro forma financial statements referred to in clause 7(c) of Exhibit C to to the Debt Commitment Letter (all such information and documents in this Section 5.20(d)(iii), together with the authorization letter in Section 5.20(d)(ii), the “Required Financial Information”); (iv) (A) assist in facilitating the pledge of collateral and the obtaining of guarantees and, (B) to the extent such officers and employees will be officers and/or employees of the Company following the Closing, execute and deliver, solely to the extent effective as of the Closing, customary definitive financing documentation, including customary pledge and security documents and certificates, documents and instruments related to guarantees and collateral; (v) deliver a certificate (which shall only be effective as of the Closing Date) from the chief financial or other officer of the Company with respect to solvency matters as of the Closing in the form attached as Annex I to Exhibit C to the Debt Commitment Letter; (vi) assist in the replacement by the Parent Parties of any letters of credit or similar instruments existing under the facilities set forth on Exhibit G; (vii) to the extent requested by Parent at least ten Business Days prior to the Closing Date., furnish the Parent information with respect to the Company and Company Subsidiaries required from the Company by regulatory authorities including under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and (eviii) As furnish the Parent Parties with such other customary information regarding the Company and the Company’s Subsidiaries as may be reasonably requested by Parent to the extent that such information is reasonably available to the Company and is of the Closingtype and form customarily included in a bank information memorandum, and after giving effect provided, however, that in no event shall the Company or its Representatives otherwise be required to all provide, or make any representations with respect to, projections, pro forma financial statements or pro forma adjustments or other forward-looking information related to the Debt Financing; provided, further, that the Company shall not be required to provide, or cause the Company Subsidiaries to provide, cooperation under this Section 5.20(d) that: (w) requires the Company, any of the transactions contemplated by this AgreementCompany Subsidiaries or their respective pre-Closing directors, Purchasers will be Solvent.officers, managers, general partners or employees to take any action that results in the waiver of any legal privileg

Debt Financing. (a) Purchasers have delivered Subject to Sellers true the terms and complete copies conditions of this Agreement, Parent will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary to arrange and obtain the Debt Financing on or prior to the Closing Date to the extent necessary to satisfy the obligation to pay the Required Amounts, and will not, without the Company’s prior written consent, amend, modify, replace, terminate or agree to any waiver under the Debt Commitment Letter or Fee Letters if such amendment, modification, replacement, termination or waiver (i) reduces the aggregate cash amount of the Debt Financing to an amount that, together with other cash and cash equivalents available to Parent and its Affiliates, would be less than an amount that would be required to satisfy the obligation to pay the Required Amounts or (ii) changes the conditions to obtaining the Debt Financing or adds new or additional conditions precedent to obtaining the Debt Financing, if such change would reasonably be expected to materially delay, prevent or impede the consummation of the transactions contemplated hereby or materially adversely affect the ability of Parent to enforce its rights against the other parties to the Debt Commitment Letter or any other documentation relating to the Debt Financing, or make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing on the Closing Date) materially less likely to occur on the Closing Date; provided, however, that, notwithstanding the foregoing, Parent may (1) amend or replace the Debt Commitment Letter and any related fee letters to add lenders, arrangers, bookrunners, syndication agents, managers or similar entities who had not executed definitive agreements dated the Debt Commitment Letter as of the date hereof of this Agreement, and (2) implement or exercise any “flex” provisions provided in any fee letter related to the Debt Commitment Letter as they may be in effect on the date of this Agreement (including the Fee Letters) or as amended, restated modified, or modified from time to time replaced in accordance with this Section 5.09. In the terms hereofevent that new commitment letters are entered into in accordance with any amendment, collectivelymodification or replacement of the Debt Commitment Letter pursuant to this Section 5.09, (x) such new commitment letters shall be deemed to be a “Debt Commitment Letter” for all purposes of this Agreement and references to the “Debt Financing Agreements”Financing” herein shall include and mean the financing contemplated by the Debt Commitment Letters as so amended, modified or replaced, as applicable and (y) entered into with Parent shall promptly deliver to the lender party Company copies (which may be redacted in the manner described in Section 4.05) of such new commitment letters and any related fee letters. Parent shall furnish to the Company a copy (which may be redacted in the manner described in Section 4.05) of any amendment, modification, waiver or consent of or under the Debt Commitment Letter or the Fee Letters promptly following execution thereof. (b) Parent will use its reasonable best efforts, to the extent necessary to satisfy its obligation to pay the Required Amounts, to (i) maintain in effect the Debt Commitment Letter, (ii) satisfy (or, if deemed advisable by Parent, obtain the waiver of) on a timely basis all conditions to the Debt Financing Agreements (that are within Parent’s control, including the “Lender”) relating to the commitment payment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expensesany commitment, collectively referred to in this Agreement as the “Debt Financing”. At Closingarrangement, Purchasers will fully pay engagement or cause to be fully paid any and all commitment fees and other placement fees required to be paid pursuant as a condition to closing, (iii) negotiate and enter into and deliver definitive agreements with respect to the terms Debt Financing, and (iv) in the event that the conditions set forth in Article VII have been satisfied or waived or, upon funding, would be satisfied or waived, draw an amount of the Debt Financing Agreementswhich, together with other cash and cash equivalents available to Parent and its Affiliates, is sufficient to enable Parent to satisfy the obligation to pay the Required Amounts. (bc) Except as set forth in the Debt Financing Agreements, there are no conditions precedent or other contingencies In addition to the obligations requirements of Section 5.09(a) hereof, upon the request of the Lender Company, Parent will keep the Company reasonably informed on a reasonably current basis of the status of Parent’s efforts to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of obtain the Debt Financing. (cd) The Debt FinancingFrom and after the date hereof and prior to the Closing, when funded in accordance the Company shall and shall cause its Subsidiaries (and shall use reasonable best efforts to cause its and its Subsidiaries’ officers, directors, employees, agents, advisors, and other representatives) to provide such assistance with the terms of the Debt Financing Agreementsas is customary with financings of the type contemplated by the Debt Commitment Letter and reasonably requested by Parent, shall including using reasonable best efforts to (i) provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price Parent and to pay related fees its Affiliates and expenses. (d) The their Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers Sources as promptly as practicable all financial information relating to the satisfaction Company and its Subsidiaries (including their businesses, operations, financial projections and prospects) as may - 49 - be reasonably requested by Parent and customary in connection with similar types of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing Date. (e) As of the Closing, and after giving effect to all of the transactions contemplated by this Agreement, Purchasers will be Solvent.financings,

Debt Financing. (a) Purchasers have delivered Subject to Sellers true Parent’s and complete copies Holdco’s right to obtain alternative financing pursuant to Section 5.13(d), each of the executed definitive agreements dated as of the date hereof (as they may be amendedParent and Holdco shall use their respective reasonable best efforts to take, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any taken, all actions and all commitment fees and other fees required to do, or cause to be paid pursuant done, all things necessary, proper or advisable to arrange, consummate and obtain the terms proceeds of the Debt Financing Agreementson the terms and conditions (including any “market flex” provisions) described in the Debt Commitment Letter (or terms more favorable to Parent), including using their respective reasonable best efforts to: (i) enforce their respective rights under the Debt Commitment Letter in the event of a breach thereof by the Financing Sources thereunder, (ii) enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letter (including any “market flex” provisions), (iii) satisfy, or cause their Representatives to satisfy, on a timely basis all conditions (or terms more favorable to Holdco) applicable to, and within the control of, Parent or Holdco or their respective Representatives in such definitive agreements, and (iv) upon the satisfaction of the Parent’s obligation to consummate the Parent Merger, consummate the Debt Financing at the Closing (with respect to amounts required to consummate the Mergers). (b) Except as set forth Other than pursuant to “market flex” provisions contained in the Debt Commitment Letter, neither Holdco nor Parent shall agree to any amendments or modifications to, or grant any waivers of, any condition or other provision or remedy under the Debt Commitment Letter or Financing AgreementsAgreements without the prior written consent of the Company, there are no to the extent such amendments, modifications or waivers would (i) reduce the aggregate amount of aggregate cash proceeds available from the Debt Financing (unless the Debt Financing or cash on hand of Holdco or Parent is increased by a corresponding amount) to fund the amounts required to be paid by Parent or Holdco under this Agreement (as compared to the amount of such aggregate proceeds contemplated under the Debt Commitment Letter as in effect on the date hereof), or (ii) impose new or additional conditions precedent or otherwise expand, amend or modify any of the conditions precedent in a manner adverse to Parent, Holdco or the Company, including any expansion, amendment or modification that would be reasonably likely to (A) prevent or delay or impair the ability of Parent and Holdco to obtain the funding in full of the Debt Financing or (B) adversely impact the ability of Parent to enforce its rights or remedies against the other contingencies parties to the Debt Commitment Letter or Financing Agreements (provided that Parent may amend the Debt Commitment Letter to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities so long as such action would not reasonably be expected to delay or prevent the Closing or Parent’s ability to consummate the Debt Financing). Neither Parent nor Holdco shall release or consent to the termination of the obligations of the Lender to provide lenders and other Persons under the Debt Commitment Letter or Financing Agreements (provided that Holdco may amend the Debt Commitment Letter to add or any contingencies that replace lenders, lead arrangers, bookrunners, syndication agents or similar entities so long as such action would permit not reasonably be expected to delay or prevent the Lender Closing or Parent’s ability to reduce the total amount of consummate the Debt Financing). (c) The Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses[Reserved]. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no In the event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions that any portion of the Debt Financing Agreementsbecomes or is reasonably likely to become unavailable in the manner or from the sources contemplated in the Debt Commitment Letter or Financing Agreements and such portion of the Debt Financing is reasonably required to consummate the Mergers and other transactions contemplated hereby, other (i) Parent shall promptly so notify the Company and (ii) Parent and Holdco shall use their respective reasonable best efforts to arrange and obtain, and to negotiate and enter into definitive agreements with respect to, alternative financing from the same or alternative financial institutions in an amount sufficient to consummate the Transactions on terms and conditions that are not materially less favorable, in the aggregate, to Parent and Holdco than those in the Debt Commitment Letter that such alternative financing would replace (taking into account any flex provisions), as promptly as practicable following the occurrence of such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers event. The definitive agreements entered into pursuant to the satisfaction first sentence of this Section 5.13(d) or Section 5.13(a)(ii) are referred to in this Agreement, collectively, as the “Financing Agreements.” For purposes of the Lender foregoing, (i) the term “Debt Commitment Letter” shall be deemed to include any commitment letter (or similar agreement) with respect to any alternative debt financing arranged in compliance herewith (and Purchasers do any Debt Commitment Letters remaining in effect at the time in question), and any fee letter (or similar agreement) with respect to any alternative debt financing arranged in compliance with herewith. Without first obtaining the Company’s prior written consent (which shall not have be unreasonably withheld, conditioned or delayed), neither Parent nor Holdco shall directly or indirectly take any reason to believe action that they will would, or would be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it reasonably expected to, result in the Debt Financing Agreements on or prior to the Closing Datenot being available. (e) As of the Closing, and after giving effect to all of the transactions contemplated by this Agreement, Purchasers will be Solvent.

Debt Financing. (a) Purchasers have delivered Parent will not, and will not permit any other Person to, terminate, amend, modify or supplement (or consent or agree to Sellers true and complete copies the termination, amendment, modification or supplementing of) in any respect the terms or conditions of any Debt Financing Documents or the Equity Commitment Letter, without the prior written consent of Loews, except to amend or modify in a manner more favorable to Parent, the Equity Investor or their Affiliates the interest rates relating to the Debt Financing or the terms of the executed definitive agreements dated covenants to be in effect following consummation of the Contemplated Transactions; provided, that in no event shall any such amendments, modifications or supplements relieve the Lenders from their obligations under the Debt Financing Documents to provide the Debt Financing or relieve the Equity Investor from its obligations under the Equity Commitment Letter to provide the Equity Financing (or limit Parent’s rights under the Debt Financing Documents or the Equity Financing Documents to require them to do so), in each case on the terms set forth in the Debt Financing Documents and Equity Commitment Letter without giving effect to any such amendment, modification or supplement. Parent has fully paid or caused to be paid any and all commitment fees or other fees required by such Debt Financing Documents to be paid as of the date hereof (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid when due any such fees after the date hereof). Parent will use commercially reasonable efforts to obtain the Debt Financing or, in the event it is unavailable, substitute debt financing, and, subject to the satisfaction of all of the conditions to Parent’s obligation to close set forth in Article 7 and all commitment fees to the following proviso, Parent will draw down the Bridge Loans (as defined in the Commitment Letter) (if adequate funding has not been obtained through the issuance of Senior Subordinated Notes (as defined in the Engagement Letter) and other fees required to be paid the senior portion of the Debt Financing (with only such changes as the Lenders may require without Parent’s consent (but which may require consultation with Parent) pursuant to the terms of clauses (a), (b), (c), (d) or (e) of the fourth paragraph under the heading “General” in the Fee Letter or the third from the last sentence of that paragraph ), in each case, if available, as necessary to enable the Debt Financing Agreements. to be funded on September 28, 2004; provided, however, that notwithstanding any other provision of this Agreement, Parent shall in no event be obligated (i) to draw down the Bridge Loans (as defined in the Commitment Letter) or close with any changes pursuant to clauses (a), (b), (c) Except as set forth (d) or (e) of the fourth paragraph under the heading “General” in the Fee Letter or the third from the last sentence of that paragraph to enable the Debt Financing Agreementsto be funded before September 28, there are no conditions precedent or other contingencies 2004, (ii) waive any condition to the obligations of the Lender its obligation to close pursuant to Article 7, (iii) provide any consent to any changes to the Debt Financing (including any consent pursuant to the fourth paragraph under the heading “General” in the Fee Letter) or (iv) accept any contingencies substitute debt financing on terms (taken in the aggregate) less favorable to Parent than the Debt Financing would have been (assuming no draw of the Bridge Loans or waiver or consent referred to in clauses (i), (ii) or (iii), above). Parent’s acceptance, at the Closing, of equity contributions from third parties in substitution for a portion of the equity contribution called for by the Equity Commitment Letter shall not constitute a modification of the Equity Commitment Letter prohibited by this Section 6.7(a), provided that would permit (i) the Lender to reduce Equity Investor shall not be relieved of any of its obligations under the total amount Equity Commitment Letter until the Closing occurs and (ii) such substitution does not affect the availability of the Debt Financing. (cb) The Parent will not permit Equity Investor to hold less than a majority of its outstanding equity interest or less than a majority of its outstanding voting securities. For greater certainty, Parent will not permit any Person or Persons other than Equity Investor or Parent’s directors or officers to control any decision of Parent concerning this Agreement and the Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing Date. (e) As of the Closing, and after giving effect to all of the transactions contemplated by this Agreement, Purchasers will be Solvent.

Debt Financing. (a) Purchasers have delivered to Sellers true and complete copies of the executed definitive agreements dated as of From the date hereof until the Closing Date or the earlier valid termination of this Agreement, Buyer shall use its best efforts to, and shall cause its Affiliates to use their best efforts to, obtain and consummate the Debt Financing on or before the Closing, including by (as they may be amended, restated or modified from time to time in accordance i) complying with the terms hereofand conditions of, collectivelyand maintaining in effect, the “Commitment Letter, (ii) negotiating and entering into definitive agreements prior to the Closing with respect to the Debt Financing Agreements”Financing, (iii) entered into with satisfying by the lender party Closing Date all conditions applicable to the Debt Financing Agreements that are within Buyer’s or its Affiliates’ control and (iv) enforcing its rights pursuant to the “Lender”) Commitment Letter and the definitive documents relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay Financing on or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant prior to the terms of the Debt Financing AgreementsEffective Time. (b) Except as set forth From the date hereof until the Closing Date or the earlier valid termination of this Agreement, except with the prior joint written consent of the Company, Buyer shall not agree to or permit any amendment or modification of, or any waiver of any provision or remedy under, or any replacement of, the Commitment Letter if such amendment, modification, waiver or replacement would, or would reasonably be expected to, (i) materially delay or impede the Closing, (ii) modify or expand the conditions contained in the Debt Commitment Letter (the “Financing Agreements, there are no conditions precedent Conditions”) or other contingencies create any new condition to the obligations Debt Financing, (iii) reduce the net cash proceeds of the Lender to provide Debt Financing, including any reduction in the Debt Financing or any contingencies that would permit the Lender to reduce the total aggregate principal amount of the Debt Financing. (c) The Debt Financing, when funded in accordance with if, after giving effect to such reduction, the terms amount of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on would be less than the amount needed by Buyer in order for Buyer to make all payments required to be made by it at the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, connection with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing Date. (e) As of the Closing, and after giving effect to all of the transactions contemplated by this Agreement, Purchasers (iv) change the termination date or expiration date of the Commitment Letter to an earlier date, or (v) adversely impact the enforceability of the Commitment Letter. Buyer shall promptly deliver a true and complete copy of any such amendment, supplement, modification or waiver to the Company. (c) In the event that all or any portion of the Debt Financing becomes unavailable prior to the Closing, Buyer shall use its best efforts to arrange and timely obtain substitute financing from the same or alternative sources in an amount sufficient for Buyer to make all payments required to be made by it at the Closing in connection with the transactions contemplated by this Agreement (the “Alternative Financing”) (and shall promptly provide to the Company true and complete copies of the material, definitive documents related to the Alternative Financing). In such case, all references to the term “Debt Financing” shall be deemed to include such Alternative Financing and all references to the “Commitment Letter” shall include any commitment letter or similar document for the Alternative Financing. (d) From the date hereof until the Closing Date or the earlier valid termination of this Agreement, Buyer shall give the Company prompt written notice: (i) of any material breach or default under the Commitment Letter by any party thereto, (ii) of the receipt of any written notice from any party to the Commitment Letter with respect to any actual or threatened material breach, default, withdrawal, termination or repudiation of any provisions of the Commitment Letter by such party, and (iii) if for any reason B▇▇▇▇ believes in good faith that it will not be Solventable to timely obtain all or any portion of the Debt Financing. From the date hereof until the Closing Date or the earlier valid termination of this Agreement, Buyer shall promptly provide to the Company any information reasonably requested by the Company relating to any circumstance referred to in the immediately preceding sentence. From the date hereof until the Closing Date or the earlier valid termination of this Agreement, to the extent requested by the Company, Buyer shall keep the Company reasonably informed on a current basis and in reasonable detail of the status of its efforts to arrange the Debt Financing (or the Alternative Financing), including all material activity and timing considerations.

Debt Financing. (ai) Purchasers have delivered Each of Parent and Merger Sub shall use their respective reasonable best efforts to Sellers true take, or cause to be taken, all actions and complete copies to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letters, including using its reasonable best efforts to, as promptly as reasonably practicable, (i) maintain in full force and effect the Debt Commitment Letters subject to the terms and conditions thereof (including obtaining an extension of the executed termination of any Debt Commitment Letter (on the same terms and conditions contained therein, including with respect to the conditions set forth therein, except for such amendments or modifications that would be permitted in connection with any Alternative Financing) prior to such termination to the extent such Debt Commitment Letter would otherwise terminate prior to the Outside Date), (ii) satisfy, or cause to be satisfied, on a timely basis (or, if applicable, obtaining waivers thereof), all conditions to Parent and Merger Sub obtaining the Debt Financing set forth therein (including the payment of any fees required as a condition to the Debt Financing) required to pay the applicable portion of the Required Amount contemplated by the Debt Commitment Letters that are to be satisfied by Parent or Merger Sub to the extent such conditions are applicable to, and within the control of, Parent or Merger Sub, (iii) negotiate and enter into definitive agreements dated as of with respect to the date hereof Debt Financing on the terms and conditions contemplated by the Debt Commitment Letters (as they may be amended, restated or modified from time including any related flex provisions (to time the extent such flex provisions are exercised in accordance with the terms hereofthereof)) or on other terms that are (A) reasonably acceptable to the Debt Financing Sources and (B) in the aggregate not materially less favorable, collectivelytaken as a whole, to Parent (including with respect to conditions set forth in the Debt Commitment Letters) so that such agreements are in effect no later than the Expiration Time, (iv) prepare, on a timely basis, the “necessary offering circulars, private placement memoranda or other offering documents or marketing materials with respect to the Debt Financing, (v) subject to Section 6.16(b)(iii), enforce its rights under the Debt Commitment Letters, and (vi) consummate the Debt Financing Agreements”in an amount required to pay the applicable portion of the Required Amount set forth in the Debt Commitment Letters, including using its reasonable best efforts to cause the Debt Financing Sources to provide the Debt Financing at or prior to the Expiration Time, to the extent the proceeds thereof are required for the Financing Purposes. Any material breach by Parent or Merger Sub of the Debt Commitment Letter or other Debt Document shall be deemed to be a breach by Parent or Merger Sub of this Section 6.16(b). Parent and Merger Sub shall give the Company written notice as promptly as reasonably practicable (and in any event within three Business Days) entered into after Parent’s Knowledge (A) of any material breach or default on the part of any party to any Debt Commitment Letter or other Debt Document of which Parent or Merger Sub becomes aware, (B) if and when Parent and/or Merger Sub believes in good faith that it will not be able to obtain the Debt Financing contemplated by the Debt Commitment Letters in an amount sufficient to consummate the transactions contemplated by this Agreement, (C) of the receipt by Parent or Merger Sub of any written notice or other written communication from any Person with the lender respect to (1) any actual or asserted material breach or default or termination or repudiation by any party to the Debt Financing Agreements Commitment Letters or other Debt Document or (the “Lender”2) relating material dispute or disagreement between or among any parties to the commitment Debt Commitment Letter or other Debt Document (but excluding, for the avoidance of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expensesdoubt, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant ordinary course negotiations with respect to the terms of the Debt Financing Agreements. (bor Debt Documents) Except as set forth in that would reasonably be expected to prevent or materially delay the Closing or make the funding of the Debt Financing Agreements, there are no conditions precedent required to pay the applicable portion of the Required Amount contemplated by the Debt Commitment Letters materially less likely to occur and (D) of any expiration or termination of the Debt Commitment Letters or other contingencies Debt Document. As soon as reasonably practicable, Parent and/or Merger Sub shall provide any information available to Parent and/or Merger Sub, as applicable, and reasonably requested by the obligations Company relating to any circumstance referred to in clause (A), (B), (C) or (D) of the Lender immediately preceding sentence. Without limiting the foregoing, Parent and Merger Sub shall keep the Company informed on a reasonably current basis and in reasonable detail of the status of their efforts to provide arrange the Debt Financing and provide to the Company executed copies of the definitive documents related to the Debt Financing (including, for the avoidance of doubt, any amendments or modifications thereto or to the Alternative Financing as described below) (provided that any contingencies fee letters, engagement letters or other agreements that, in accordance with customary practice, are confidential by their terms, and that would permit do not affect the Lender to conditionality or reduce the total committed amount of the Debt Financing. (c) The Debt Financing, when funded may be redacted in accordance with the a customary manner so as not to disclose such terms that are so confidential). If any portion of the Debt Financing Agreementsbecomes unavailable (whether through expiration, shall provide Purchasers with acquisition financing termination or otherwise) on the Closing Date terms and conditions contemplated in the Debt Commitment Letters (after taking into account flex terms) (unless such unavailability is due to the failure of a condition to the consummation of the Debt Financing being primarily caused by the breach of any representation, warranty, covenant or agreement of the Company or any of its Subsidiaries set forth in this Agreement and as a result of which alternative financing sources are not otherwise then available), Parent and Merger Sub shall use their respective reasonable best efforts to arrange and obtain as promptly as reasonably practicable following the occurrence of such event, alternative financing, including from alternative sources, on terms that in the aggregate are not materially less favorable to Parent and Merger Sub (including with respect to any conditions to the Debt Financing) than the Debt Financing contemplated by the Debt Commitment Letters and in an amount (when taken together with any remaining available portion of the Debt Financing (if any) and the Equity Financing), is sufficient to pay enable Parent and Merger Sub to consummate the Initial Purchase Price transactions contemplated by this Agreement in accordance with its terms (“Alternative Financing”), and the provisions of this Section 6.16(b) shall be applicable to pay related fees the Alternative Financing, and expenses. (d) The for purposes of this Agreement, including without limitation, Section 6.15 and this Section 6.16(b), all references to the Debt Financing Agreements are valid, binding shall be deemed to refer to such Alternative Financing (in lieu of the Debt Financing replaced thereby) and all references to the Debt Commitment Letters or other Debt Documents shall instead include the applicable documents for the Alternative Financing (in full force lieu of the Debt Commitment Papers and effect the other Debt Documents replaced thereby). Parent and no event has occurred thatMerger Sub shall (1) comply in all material respects with the Debt Commitment Letters and each definitive agreement entered into with respect thereto on the terms and conditions contained in the Debt Commitment Papers or as otherwise may be agreed (collectively, with the Debt Commitment Letters, the “Debt Documents”), (2) subject to Section 6.16(b)(iii), enforce their rights under the Debt Commitment Letters and other Debt Documents, including using its reasonable best efforts to cause the Debt Financing Sources to fund the Debt Financing at or prior to the Closing subject to the terms and conditions thereof and (3) after the date hereof, not permit, without noticethe prior written consent of the Company, lapse of timeany material amendment or modification to be made to, or bothany termination, rescission or withdrawal of, or any material waiver of any provision or remedy under, the Debt Commitment Letters or other Debt Document or any fee letter referred to in the Debt Commitment Letters that (individually or in the aggregate with any other amendments, modifications or waivers) would (x) reduce the aggregate amount of the Debt Financing thereunder (including by changing the amount of fees to be paid or original issue discount thereof), if after giving effect to such reduction, the amount of Debt Financing and Equity Financing will be less in the aggregate than an amount necessary (taking into account any corresponding increase in any other portion of the Financing and any Alternative Financing) in order for the Parent and Merger Sub to fund the amounts required to be funded at Closing pursuant to this Agreement, or (y) impose any new or additional condition, or otherwise amend, modify or expand any condition, to the receipt of any portion of the Debt Financing in a manner that would reasonably be expected to constitute a default (I) materially delay or breach or a failure to satisfy a condition precedent on prevent the part Closing Date, (II) make the funding of Purchasers under the terms and conditions any portion of the Debt Financing Agreements(or satisfaction of any condition to obtaining any portion of the Debt Financing) materially less likely to occur, or (III) materially adversely impact (a) the ability of Parent or Merger Sub to enforce their respective rights against any other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers party to the satisfaction Debt Commitment Letter or other Debt Document, (b) the ability of Parent or Merger Sub to consummate the transactions contemplated hereby or (c) the likelihood of the Lender consummation of the transactions contemplated hereby; provided, however, that, for the avoidance of doubt, Parent and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term Merger Sub each may amend or condition to closing to be satisfied by it in modify the Debt Financing Agreements on Commitment Letters (x) in accordance with the market flex provisions thereof, (y) to extend the expiration date thereof, together with any related amendments or prior modifications to the Closing Date. Debt Commitment Letters that would be permitted in connection with any Alternative Financing, or (ez) As to add lenders, arrangers, bookrunners, syndication agents, or similar entities and to grant to such persons such approval rights as are customarily granted to additional lenders, arrangers, bookrunners, syndication agents or similar entities. Parent and Merger Sub shall provide notice to the Company (which may be by phone or email), as promptly as reasonably practicable, upon receiving the Debt Financing. Notwithstanding anything to the contrary in this Agreement, compliance by Parent and Merger Sub with this Section 6.16(b) shall not relieve Parent and Merger Sub of the Closing, and after giving effect their respective obligation to all of consummate the transactions contemplated by this Agreement, Purchasers will be Solventwhether or not the Debt Financing or Alternative Financing is available. Parent shall, as promptly as reasonably practicable, deliver to the Company true and complete copies of all material agreements pursuant to which any such Alternative Financing source shall have committed to provide Parent and/or Merger Sub with any portion of such Alternative Financing (subject in respect of any related fee letter to redaction in a customary manner). (ii) Parent and Merger Sub shall indemnify, defend and hold harmless the Company and the Company Subsidiaries, and their respective directors, officers, employees and other Representatives, from and against any and all damages incurred, directly or indirectly, in connection with the Debt Financing or any information provided in connection therewith. Parent shall promptly upon the Company’s request reimburse the Company and the Company Subsidiaries, as applicable, for all reasonable and documented out-of-pocket costs (including reasonable attorneys’ fees and ratings agencies’ fees) incurred by the Company or the Company Subsidiaries in connection with the cooperation described in Section 6.15 or otherwise in connection with the Debt Financing, except to the extent arising from the willful misconduct, gross negligence, fraud or intentional misrepresentation of the Company, its Subsidiaries or their respective Representatives and affiliates. (iii) For the avoidance of doubt, in no event shall Parent or Merger Sub’s obligations under this Agreement require them to pursue litigation against any of the Debt Financing Sources.

Debt Financing. (a) Purchasers have delivered Subject to Sellers true and complete copies of the executed definitive agreements dated as of the date hereof (as they may be amended, restated or modified from time to time in accordance with the terms hereofand conditions agreed by the Parties as attached as Schedule B of this Agreement, collectivelyat the sole direction of Carlyle, the “Debt Financing Agreements”Company shall take all actions necessary to (i) entered into with the lender party to the Debt Financing Agreements secure debt financing (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing) from one or more financial institutions designated by or acceptable to Carlyle, Purchasers will fully pay or cause to the proceeds of which shall be fully paid any and all commitment fees and other fees required to be paid pursuant used for dividend distribution to the terms Holders or repurchase of Ordinary Shares from the Holders on a pro rata basis; (ii) pledge the Convertible Note and the shares of the Company in favor of such financial institutions to secure the Company’s obligations under the Debt Financing; (iii) prepay or repay any outstanding amount under the Debt Financing Agreements. and (biv) Except as set forth dispose the Convertible Note and the Converted Securities in connection with the Debt Financing Agreements, there are no conditions precedent or other contingencies to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount prepayment and repayment of the Debt Financing. (cb) The So long as the Debt Financing remains outstanding, only Carlyle and the director appointed by Carlyle have the right to cause the Company to Transfer the Convertible Note and/or the Converted Securities. All proceeds from such Transfer shall be promptly and solely used by the Company to repay the outstanding amount under the Debt Financing. With respect to the Convertible Note and/or the Converted Securities that are Transferred pursuant to this Section 4.5(b), the Holders’ respective Ownership Amounts shall be reduced proportionately to their respective shareholding ownership in the Company. Notwithstanding the foregoing, in the event the Founder Entity has repaid in full its indebtedness owed to Pacific Voyage Limited evidenced by the Note, it shall have the right to request the Company to repay the Debt Financing, when funded in accordance with and Carlyle shall procure the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expensesCompany accommodates such request. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing Date. (e) As of the Closing, and after giving effect to all of the transactions contemplated by this Agreement, Purchasers will be Solvent.

Debt Financing. (a) Purchasers have delivered Parent shall use its reasonable best efforts, and shall cause each of its Subsidiaries to Sellers true use its reasonable best efforts, to take, or cause to be taken, all actions, and complete copies do, or cause to be done, all things necessary, proper or advisable to obtain funds sufficient to fund the Financing Amounts, including using reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds of the executed Debt Financing on the terms and subject only to the conditions described in the Debt Commitment Letters, including by (i) maintaining in effect the Debt Commitment Letters, (ii) negotiating and entering into definitive agreements dated as of the date hereof (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party respect to the Debt Financing Agreements (the “LenderDefinitive Agreements”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms of the Debt Financing Agreements. (b) Except as set forth in the Debt Financing Agreements, there are no conditions precedent or other contingencies to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c) The Debt Financing, when funded in accordance consistent with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of contained therein (including, as necessary, the Debt Financing Agreements, other than “flex” provisions contained in any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements related fee letter) on or prior to the Closing Date, (iii) satisfying on a timely basis all conditions in the Debt Commitment Letters and the Definitive Agreements within Parent’s control and complying with its obligations thereunder (including, for the avoidance of doubt, the payment of fees required thereunder) and (iv) enforcing its rights under the Debt Commitment Letters. (eb) As In the event any portion of the ClosingDebt Financing contemplated by the Debt Commitment Letter becomes unavailable regardless of the reason therefor (as determined by Parent in its reasonable discretion after consulting with the Financing Parties), (i) Parent shall promptly notify the Company in writing of such unavailability and the reason therefor and (ii) Parent shall use its reasonable best efforts, and after giving effect shall cause each of its Subsidiaries to all use their reasonable best efforts, to obtain as promptly as practicable following the occurrence of such event, alternative debt financing for any such portion from alternative sources (the “Alternative Financing”) in an amount sufficient, when taken together with cash of Parent and its Subsidiaries (but not including the Company and its Subsidiaries) and the other sources of funds immediately available to Parent at the Closing to pay the Financing Amounts and that do not include any conditions to the consummation of such alternative debt financing that are more onerous than the conditions set forth in the Debt Commitment Letter. To the extent requested in writing by the Company from time to time, Parent shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange and consummate the Debt Financing. Without limiting the generality of the foregoing, Parent shall promptly notify the Company in writing if it has knowledge of any material breach, default, repudiation, cancellation or termination by any party to the Debt Commitment Letter or any Definitive Agreement and a copy of any written notice or other written communication from any Financing Party with respect to any actual material breach, default, repudiation, cancellation or termination by any party to the Debt Commitment Letter or any Definitive Agreement of any provision thereof. The foregoing notwithstanding, compliance by Parent with this Section 7.16 shall not relieve Parent of its obligations to consummate the transactions contemplated by this Agreement whether or not the Debt Financing or any Alternative Financing is available. (c) None of Parent nor any of its Subsidiaries shall (without the prior written consent of the Company) consent or agree to any amendment, replacement, supplement, termination or modification to, or any waiver of any provision under, the Debt Commitment Letters or the Definitive Agreements if such amendment, replacement, supplement, modification or waiver (1) decreases the aggregate amount of the Debt Financing to an amount that would be less than an amount that would be required, when taken together with cash or cash equivalents held by Parent and the Company on the Closing Date and the other sources of funds available to Parent on the Closing Date, to pay the Financing Amounts, (2) could reasonably be expected to prevent, materially delay or materially impede the consummation of the transactions contemplated by this Agreement, Purchasers will (3) adversely impacts the ability of Parent to enforce its rights against the other parties to the Debt Commitment Letters or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, or (4) adds new (or adversely modifies any existing) conditions to the consummation of all or any portion of the Debt Financing; provided, that Parent may amend, replace, supplement and/or modify any of the Debt Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or similar entities as parties thereto who had not executed such Debt Commitment Letters as of the date of this Agreement, provided that (i) the addition of such parties would not be Solventreasonably expected to delay or prevent Closing and (ii) such amendments do not (A) reduce the aggregate amount of the Debt Financing (including by changing the amount of fees to be paid or any original issue discount of the Debt Financing (or payment of fees having similar effect)) or (B) 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 delay or prevent Closing; provided that, for the avoidance of doubt, Parent may (without the Company’s consent) amend, replace, supplement and/or modify the Debt Commitment Letter to increase the amount of commitments under the Debt Commitment Letter. Upon any amendment, supplement or modification of any Debt Commitment Letter, Parent shall provide a copy thereof to the Company (with only fee amounts and other customary terms redacted, none of which redacted provisions would adversely affect the conditionality or enforceability of the debt financing contemplated by the Debt Commitment Letter as so amended, supplemented or modified to the Knowledge of Parent) and, to the extent such amendment, supplement or modification has been made in compliance with Section 7.16(a), the term “Debt Commitment Letters” shall mean the applicable Debt Commitment Letter as so amended, replaced, supplemented or modified. Notwithstanding the foregoing, compliance by Parent with this Section 7.16(c) shall not relieve Parent of its obligation to consummate the transactions contemplated by this Agreement whether or not the Debt Financing is available. To the extent Parent obtains Alternative Financing pursuant to Section 7.16(b) or amends, replaces, supplements, modifies or waives any of the Debt Financing pursuant to this Section 7.16(c), references to the “Debt Financing,” “Financing Parties” and “Debt Commitment Letter” (and other like terms in this Agreement) shall be deemed to refer to such Alternative Financing, the commitments thereunder and the agreements with respect thereto, or the Debt Financing as so amended, replaced, supplemented, modified or waived.

Debt Financing. (a) Purchasers have delivered to Sellers true and complete copies of During the executed definitive agreements dated as of period from the date hereof until the earlier to occur of the Closing Date and the termination of this Agreement in accordance with Section 7.1, Parent shall cause Borrower to use its reasonable best efforts to arrange and obtain the Debt Financing on the terms and subject to the conditions described in the Debt Commitment Letter, including using its reasonable best efforts to (as they may be amended, restated or modified from time to time i) maintain in full force and effect the Debt Commitment Letter in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party and subject to the Debt Financing Agreements conditions set forth therein (the after giving effect to any “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms of the Debt Financing Agreements. (b) Except as market flex” provisions set forth in the Debt Financing AgreementsFee Letter), there (ii) satisfy, or cause to be satisfied, on a timely basis, all conditions (after giving effect to any “market flex” provisions set forth in the Debt Fee Letter) to funding the Required Debt Amount at Closing that are no conditions precedent or other contingencies to be satisfied by, and are within the obligations of the Lender control of, Borrower, (iii) negotiate and enter into definitive agreements with respect to provide the Debt Financing or any contingencies that would permit on the Lender terms and subject to reduce the total amount of conditions materially consistent with those terms contemplated by the Debt Financing. Commitment Letter (cincluding any related “market flex” provisions set forth in the Debt Fee Letter) The Debt Financing, when funded in accordance with the or on other terms of that are (A) acceptable to the Debt Financing AgreementsSources and (B) in the aggregate not materially less favorable (as determined by Parent in good faith), shall provide Purchasers taken as a whole, to Borrower (including with acquisition financing on respect to conditions set forth in the Closing Date sufficient to pay Debt Commitment Letter) than those terms and conditions set forth in the Initial Purchase Price Debt Commitment Letter, and to pay related fees (iv) consummate and expenses. (d) The obtain the Debt Financing Agreements are valid, binding in an amount equal to the Required Debt Amount. Parent and in full force and effect and no Merger Sub shall give the Company prompt written notice (A) of any material breach or default (or any event has occurred or circumstance that, with or without notice, lapse of time, time or both, would reasonably be expected to constitute result in a default or material breach or a failure default) by any party to satisfy a condition precedent the Debt Commitment Letter of which Parent or Merger Sub becomes aware, (B) if and when Parent and/or Merger Sub becomes aware that any portion of the Required Debt Amount may not be available at the Closing, (C) of the receipt of any written notice or other written communication from any Person with respect to any (1) actual or potential breach, default, termination or repudiation by any party to the Debt Commitment Letter, or (2) material dispute or disagreement between or among Parent or Borrower, on the part one hand, and any Debt Financing Sources, on the other hand, with respect to the obligation to fund the Required Debt Amount at the Closing (but excluding, for the avoidance of Purchasers under doubt, any ordinary course negotiations with respect to the terms of the Debt Financing), and (D) of any expiration or termination of the Debt Commitment Letter. As soon as reasonably practicable, Parent and/or Merger Sub shall provide any information available to Parent and/or Merger Sub, as applicable, and reasonably requested by the Company relating to any circumstance referred to in clause (A), (B), (C) or (D) of the immediately preceding sentence. Without limiting the foregoing, Parent and Merger Sub shall keep the Company informed on a reasonably current basis and in reasonable detail of the status of their efforts to arrange the Debt Financing and provide to the Company executed copies of any amendments or modifications to the Debt Commitment Letter or the Debt Fee Letter or to the Alternative Financing as described below (provided that any fee letters, engagement letters or other agreements may be redacted solely as to fee amounts, “market flex” provisions, discounts, pricing caps and other commercially sensitive terms that are customarily redacted). If any portion of the Required Debt Amount becomes, or would reasonably be expected to become, unavailable (whether through expiration, termination or otherwise) on the terms and conditions contemplated by the Debt Commitment Letter (after taking into account any “market flex” provisions set forth in the Debt Fee Letter), Parent shall cause Borrower use its reasonable best efforts to arrange and obtain alternative financing, including from alternative sources, on terms and conditions that in the aggregate are not less favorable to Borrower (including with respect to any conditions to the Debt Financing), as determined by Parent in good faith, than the Debt Financing contemplated by the Debt Commitment Letter and in an amount that is sufficient to replace any unavailable portion of the Required Debt Amount (the “Alternative Financing”) as promptly as practicable following the occurrence of such event, and the provisions of this Section 5.16(b) shall be applicable to the Alternative Financing, and for purposes of Section 5.15 and this Section 5.16(b) all references to the Debt Financing shall be deemed to include such Alternative Financing and all references to the Debt Commitment Letter or Debt Fee Letter shall include the applicable documents for the Alternative Financing. Nothing in this Section 5.16(b) or any other provision of this Agreement shall require, and in no event shall the “reasonable best efforts” of Borrower be deemed or construed to require Parent, Merger Sub or Borrower to (taking into account any “market flex” provisions applicable to the Debt Financing): (i) accept financing on terms or subject to conditions that are materially less favorable, taken as a whole, than those set forth in the Debt Commitment Letter (as determined by Parent in good faith), (ii) waive any term or condition of this Agreement or (iii) pay any fees or any interest rates that exceed, in any material respect those contemplated by the Debt Commitment Letter as in effect on the date hereof (whether to secure a waiver of any conditions contained therein or otherwise). Parent and Merger Sub shall not permit, without the prior written consent of the Company (not to be unreasonably conditioned, withheld or delayed), any material amendment or modification to be made to, or any termination, rescission or withdrawal of, or any material waiver of any provision or remedy under, the Debt Commitment Letter or the Debt Fee Letter, if any such amendment, modification or waiver that (individually or in the aggregate with any other amendments, modifications or waivers) would reasonably be expected to (x) reduce the aggregate amount of the Debt Financing Agreementscontemplated to be funded at Closing to be less than the Required Debt Amount (including by changing the amount of fees to be paid or original issue discount thereof), other than or (y) impose any such defaultnew or additional condition, breach or failure that has been waived by the Lender or otherwise cured amend, modify or expand any condition, to the receipt of any portion of the Required Debt Amount in a timely manner by Purchasers that would reasonably be expected to (I) materially delay or prevent the Closing Date, (II) make the funding of any portion of the Required Debt Amount (or satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing obtaining any portion of the Required Debt Amount) less likely to occur, or (III) adversely impact the ability of Parent or Merger Sub to consummate the transactions contemplated hereby; provided that, notwithstanding the foregoing, the Debt Commitment Letter may be satisfied by it amended without the consent of any Party hereto to (i) add additional agents, co-agents, lenders, lead arrangers, bookrunners, syndication agents, managers or similar entities who have not executed the Debt Commitment Letter as of the date hereof, (ii) comply with the “market flex” provisions contained in the Debt Financing Agreements on Fee Letter and (iii) make any conforming or prior ministerial changes thereto. Notwithstanding anything to the Closing Date. (econtrary in this Agreement, compliance by ▇▇▇▇▇▇ and Merger Sub with this Section 5.16(b) As shall not relieve Parent and Merger Sub of the Closing, and after giving effect respective obligation to all of consummate the transactions contemplated by this Agreement, Purchasers will be Solventwhether or not the Debt Financing or the Alternative Financing is available. Parent shall promptly deliver to the Company true and complete copies of all agreements pursuant to which any such Alternative Financing source shall have committed to provide Parent, Borrower and/or Merger Sub with any portion of such Alternative Financing.

Debt Financing. (a) Purchasers have The Company has delivered to Sellers Elevation true and complete copies of the executed definitive agreements dated as of the date hereof commitment letters (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing AgreementsCommitment Letters”) entered into with from JPMorgan Chase Bank, N.A., ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. (collectively, the lender party “Lenders”) pursuant to which the Lenders have committed, subject to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender terms therein, to provide the full amount cash amounts set forth therein for the purpose of funding the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as transactions contemplated hereby (the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms of the Debt Financing Agreements). (b) Except as set forth As of the date of this Agreement, none of the Debt Commitment Letters has been amended or modified, and the respective commitments contained in the Debt Financing AgreementsCommitment Letters have not been withdrawn or rescinded in any respect. As of the date of this Agreement, each of the Debt Commitment Letters, in the form so delivered to Elevation, is in full force and effect and is a legal, valid and binding obligation of the Company, and to the Company’s Knowledge, the other parties thereto. As of the date of this Agreement, there are no conditions precedent or other contingencies related to the obligations funding of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total full amount of the Debt Financing. (c) The , other than as set forth in the Debt Financing, when funded in accordance with the terms Commitment Letters. As of the Debt Financing Agreementsdate of this Agreement, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred thatwhich, with or without notice, lapse of time, time or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers the Company under the terms and conditions any term or condition of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction Commitment Letters. As of the Lender and Purchasers do date of this Agreement, the Company does not have any reason to believe that they it will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it contained in the Debt Financing Agreements on or prior to Commitment Letters. The Company has fully paid any and all commitment fees that have been incurred and are due and payable in connection with the Closing Date. (e) As Debt Commitment Letters as of the Closing, and after giving effect to all date of the transactions contemplated by this Agreement, Purchasers and the Company will be Solventpay when due all other commitment fees arising under the Debt Commitment Letters as and when they become payable.

Debt Financing. (a) Purchasers have delivered Purchaser shall, and shall cause its controlled Affiliates and directors, officers and employees to Sellers true use commercially reasonable efforts to, and complete copies of shall use its commercially reasonable efforts to cause its other Representatives to, obtain the executed definitive agreements dated as of the date hereof (as they may be amended, restated or modified from time to time in accordance with Financing on the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms of the Debt Financing Agreements. (b) Except as conditions set forth in the Debt Financing Agreements, there are no conditions precedent or other contingencies to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. Commitment Letters in all material respects (c) The Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable including using commercially reasonable efforts to satisfy on a timely basis any term or condition to closing to be satisfied by it the conditions set forth in the Debt Commitment Letter that are within its control, negotiate definitive financing agreements in respect of the Debt Financing Agreements on and cause the Financing to be funded at Closing (or such other time prior to Closing as the Closing Parties shall reasonably agree)). Notwithstanding anything contained in this Agreement to the contrary, in no event shall such commercially reasonable efforts require or be deemed to require Purchaser or any of its Affiliates or Representatives (other than NewCo, any Transferred Subsidiary or any Transferred Joint Venture) to pay any fees in excess of those contemplated by the Debt Financing as of the Execution Date. (eb) As Purchaser shall not agree to, or permit, without the prior written consent of Parent, any assignment, amendment, supplement or modification to be made to, replacement, restatement or substitution of, or any waiver by Purchaser of any material provision or remedy under, the Commitment Letters (including with respect to any alternative financing intended to replace or be substituted for, in whole or in part, any portion of the ClosingFinancing) if such assignment, and after giving effect to all amendment, supplement, modification, replacement, restatement, substitution or waiver (i) reduces the aggregate amount or the net cash proceeds of the transactions Financing (after netting or payment of all fees, expenses and other amounts) to be funded on the Closing Date unless the Equity Financing, Debt Financing, alternative financing permitted in accordance herewith or cash on hand is increased by a corresponding amount (or NewCo or any other Transferred Subsidiary may draw upon an available revolving credit facility at Closing to fund an amount equal to such reduction), (ii) imposes new or additional conditions precedent or otherwise expands, amends or modifies any of the conditions precedent to the receipt of the Financing, in each of the foregoing cases in this clause (ii), that would reasonably be expected to prevent, materially impede or materially delay the consummation of the Financing, (iii) adversely impacts (other than to a de minimis extent) the ability of Purchaser, Parent or NewCo, as applicable, to enforce its rights against other parties to the Commitment Letters with respect to the Financing or (iv) would otherwise reasonably be expected to prevent, materially impede or materially delay Purchaser’s ability to consummate the Closing as contemplated by this AgreementAgreement on the Closing Date; provided, Purchasers will that Purchaser may amend, modify, assign, supplement, substitute, replace or restate the Debt Commitment Letter solely to add lenders, lead arrangers, bookrunners, syndication agents and similar entities, subject to the foregoing clauses (i) through (iv). Purchaser shall promptly furnish the other Parties complete, correct and executed copies of any assignment, amendment, supplement, modification, replacement, restatement, substitution or waiver of any Commitment Letters (including all related fee letters, which may be Solventsubject to customary redactions by Purchaser). (c) Purchaser shall (i) keep Parent and NewCo reasonably informed on a prompt basis and in reasonable detail of the status of its efforts to arrange the Financing and provide copies of the draft material definitive agreements for the Debt Financing and (ii) consult with Parent and NewCo on any lender presentations, offering memorandum, term sheets and definitive agreements for the Debt Financing. Each of Parent, NewCo and Purchaser shall give the other Parties prompt notice if any Party becomes aware (A) that the Debt Commitment Letter ceases to be in full force and effect regarding the legal, valid, binding and enforceable obligations of Purchaser or of the other parties thereto, (B) of any breach or default by any party to any of the Debt Commitment Letter or definitive agreements related to the Debt Financing, (C) of the receipt of (1) any written notice or (2) other written communication, in each case from any Debt Financing Source with respect to (I) any actual or threatened breach, default, termination or repudiation by any party to the Debt Commitment Letter or definitive agreements related to the Debt Financing or (II) material dispute or disagreement between or among any parties to any of the Debt Commitment Letter or definitive agreements related to the Debt Financing with respect to the obligation to fund the Debt Financing or the amount of the Debt Financing to be funded at Closing, and

Debt Financing. (a) Purchasers have delivered Subject to Sellers true and complete copies of the executed definitive agreements dated as of the date hereof (as they may be amended, restated or modified from time to time in accordance with the terms hereofand conditions agreed by the Parties as attached as Schedule B of this Agreement, collectivelyat the sole direction of IDG, the “Debt Financing Agreements”Company shall take all actions necessary to (i) entered into with the lender party to the Debt Financing Agreements secure debt financing (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing) from one or more financial institutions designated by or acceptable to IDG, Purchasers will fully pay the proceeds of which shall be used for the purchase of the Purchased Shares and the Convertible Note(s) under the SouFun Subscription Agreement; (ii) pledge the Convertible Note(s) and the Purchased Shares in favor of such financial institutions to secure the Company’s obligations under the Debt Financing; (iii) prepay or cause to be fully paid repay any and all commitment fees and other fees required to be paid pursuant to the terms of outstanding amount under the Debt Financing Agreements. and (biv) Except as set forth dispose the Purchased Shares, the Convertible Note(s) and the Converted Securities in connection with the Debt Financing Agreements, there are no conditions precedent or other contingencies to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount prepayment and repayment of the Debt Financing. (cb) The Debt FinancingNotwithstanding anything to the contrary herein, when funded in accordance with the terms of so long as the Debt Financing Agreementsremains outstanding, only IDG and the director appointed by IDG have the right to cause the Company to Transfer the Purchased Shares, the Convertible Note(s) and/or the Converted Securities. All proceeds from such Transfer shall provide Purchasers with acquisition financing on be promptly and solely used by the Closing Date sufficient Company to pay repay the Initial Purchase Price outstanding amount under the Debt Financing. With respect to the Purchased Shares that are Transferred pursuant to this Section 4.5(b), the Holders’ respective Class A Ownership Amounts shall be reduced proportionately to their respective aggregate ownership percentages in the Company as shown in Schedule A. With respect to the Convertible Note(s) and/or the Converted Securities that are Transferred pursuant to this Section 4.5(b), the Holders’ respective Class B Ownership Amounts shall be reduced proportionately to their respective aggregate ownership percentages in the Company as shown in Schedule A. (c) In the event the Debt Financing is repaid in full before the Founder Entity’s full repayment of its indebtedness owed to IDG under the Note, the Founder Entity is entitled to deduct 27.47% of the amount of any principal and to pay related fees and expensesinterest actually paid by the Company under the Debt Financing when it repays the principal amount under the Note. (d) The Debt Financing Agreements are valid, binding and In the event the Founder Entity repays in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected its indebtedness owed to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers IDG under the terms and conditions of Note, the Debt Financing Agreements, other than any such default, breach or failure that has been waived by Founder Entity shall have the Lender or otherwise cured in a timely manner by Purchasers right to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing Date. (e) As of the Closingrequest IDG, and after giving effect IDG shall have the obligation, to release all of the transactions contemplated Pledged Securities (as defined in the Note Purchase Agreement) from the security constituted by this Agreement, Purchasers will be Solventthe Security Documents within fifteen Business Days (or such longer period as the Founder Entity may agree) after the full repayment of the Note.

Debt Financing. (a) Purchasers The Sabine Parties have delivered to Sellers true the Forest Parties a true, complete and complete copies correct copy of the executed definitive agreements commitment letter dated as of May 5, 2014 (the date hereof “Commitment Letter”) from the lenders party thereto (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing AgreementsLenders”) entered into with pursuant to which the lender party Lenders have agreed, subject to the Debt Financing Agreements terms and conditions thereof, to provide the debt amounts as set forth therein (the “Lender”) relating Financing Commitments“). The Financing Commitments pursuant to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, Commitment Letter is collectively referred to in this Agreement as the “Debt Financing”. At Closing.” As of the date hereof, Purchasers will fully pay the Commitment Letter is in full force and effect and valid and binding, except as such enforcement may be limited by laws affecting the enforcement of creditors’ rights generally or cause to be fully by general equitable principles, and the Sabine Parties have paid in full any and all commitment fees and or other fees required to be paid pursuant to the terms of the Debt Commitment Letter on or before the date of this Agreement. As of the date hereof, except for fee letters related to the Financing Agreements. Commitments, redacted copies of which have been provided to the Forest Parties (b) Except it being understood that such redactions shall be made in a manner satisfactory to the Financing Sources so long as set forth in they do not redact provisions, if any, that concern the amounts or conditionality of, or contain any conditions precedent to, the funding of the Debt Financing AgreementsFinancing), there are no conditions precedent or other contingencies Contracts that would permit the parties to the obligations Financing Commitments to reduce the amount of the Lender to provide the Debt Financing or any contingencies that would permit otherwise affect the Lender to reduce the total amount availability of the Debt Financing. (cb) The Assuming the satisfaction of the conditions in Sections 7.1 and 7.2 and that the Debt Financing is funded in accordance with the terms of the Commitment Letters, the Debt Financing, when funded in accordance with the terms of the Debt Financing AgreementsCommitment Letters, shall provide Purchasers the Sabine Parties with acquisition financing on the Closing Date cash proceeds sufficient to (i) refinance that certain Third Amended and Restated Credit Agreement, dated as of June 30, 2011, among Forest, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties thereto (as amended, supplemented or otherwise modified, the “Existing Forest Credit Agreement”), (ii) refinance the Notes in whole or in part including by consummating the Debt Offer (clauses (i) and (ii), together, the “Refinancing”) and (iii) pay any fees or expenses of or payable by the Initial Purchase Price Sabine Parties in connection with the Refinancing and to pay related fees and expensesthe Debt Financing. (dc) The Debt Financing Agreements are valid, binding and in full force and effect and In no event has occurred that, with shall the receipt or without notice, lapse availability of time, any funds or both, would reasonably financing (including the Debt Financing) by the Sabine Parties or any Affiliate be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing DateSabine Parties’ obligations hereunder. (e) As of the Closing, and after giving effect to all of the transactions contemplated by this Agreement, Purchasers will be Solvent.

Debt Financing. (a) Purchasers Parent and certain financial institutions have delivered entered into a binding commitment letter (the “Debt Commitment Letter”) entitling Parent to Sellers true borrow funds in an aggregate amount which, when combined with other funds available to Parent to be used at Closing, will be sufficient to satisfy Parent and complete copies Parent Parties’ obligations under this Agreement, including the prepayment, payoff, discharge and termination in full by Parent at the Closing of all Indebtedness under the executed definitive agreements dated as of Company Credit Agreement and, if applicable, the date hereof Company Term Loan Agreement, in each case to the extent expressly contemplated by this Agreement or the Debt Commitment Letter (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectivelysuch amounts, the “Debt Financing AgreementsAmounts”) entered into with the lender party ), and any fees and expenses payable by any of them hereunder. The debt financing committed pursuant to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively Commitment Letter is referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms of the Debt Financing Agreements. (b) Parent has delivered to the Company a true, complete and correct copy of the Debt Commitment Letter and any fee letters related thereto (the “Fee Letter”, subject, in the case of any such fee letter, to redaction solely of provisions that are customarily redacted in connection with transactions of this type and that would not reasonably be expected to affect the conditionality, enforceability, availability or (other than in connection with the fees and “flex” provisions) amount of the Debt Financing). Parent and Parent Parties expressly acknowledge and agree that the obligations of Parent and Parent Parties under this Agreement are not conditioned in any manner upon Parent obtaining any financing (including term loans, bridge financing and bonds). (c) Except as expressly set forth in the Debt Commitment Letter, Fee Letter or, to the extent that the Debt Financing Agreementsis contemplated to be an Increase (as defined in the Parent Credit Agreement), the Parent Credit Agreement, there are no (i) conditions precedent or other contingencies to the obligations of the Lender Debt Financing Entities or any other Debt Financing Source to provide the Debt Financing or any (ii) contingencies that would permit the Lender Debt Financing Entities or any other Debt Financing Source to reduce the total amount of the Debt Financing. (c) The , impose any additional conditions precedent to the availability of the Debt Financing or that would reasonably be expected to affect the timing of, the availability of or termination rights in respect of the Debt Financing, when funded including any condition or other contingency relating to the amount or availability of the Debt Financing pursuant to any “flex” provision. Other than the Debt Commitment Letter and the Fee Letter, and, to the extent that the Debt Financing is contemplated to be an Increase (as defined in accordance with the Parent Credit Agreement), the Parent Credit Agreement, there are no side letters, understandings or other agreements, contracts or arrangements of any kind (written or oral) to which Parent or any of its Affiliates is a party, or of which Parent has knowledge, relating to the funding of the full amount of the Debt Financing or that would reasonably be expected to affect the availability or conditionality of the Debt Financing or the enforceability of the Debt Commitment Letter. Parent has paid in full any and all commitment fees or other fees due and payable pursuant to the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements Commitment Letter on or prior to before the Closing Date. (e) As date of the Closing, and after giving effect to all of the transactions contemplated by this Agreement, Purchasers will be Solvent.

Debt Financing. (ai) Purchasers Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its respective reasonable best efforts to (A) obtain the Debt Financing on the terms and conditions set forth in the Debt Commitment Letter (including any “market flex” terms therein or in the Fee Letter, and after taking into account the anticipated timing of the Marketing Period), (B) maintain in effect the Debt Commitment Letter and negotiate definitive agreements with respect to the Debt Commitment Letter on the terms and conditions set forth in the Debt Commitment Letter (including any “market flex” terms therein or in the Fee Letter), (C) satisfy on a timely basis all conditions applicable to Parent and Merger Sub set forth in such definitive agreements that are within their reasonable control, and (D) comply with its obligations under the Debt Commitment Letter, and (E) upon satisfaction of the conditions set forth in the Debt Commitment Letter, consummate the Debt Financing contemplated by the Debt Commitment Letter at the Closing. In the event that all conditions in the Debt Commitment Letter (other than the availability of funding of any of the Equity Financing) have delivered been satisfied or upon funding will be satisfied, and the Closing is required to Sellers occur pursuant to Section 1.3, each of Parent and Merger Sub shall use its reasonable best efforts to cause such lenders and the other Persons providing such Debt Financing to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under the Debt Commitment Letter. (ii) Neither Parent nor Merger Sub shall amend, alter, or waive, or agree to amend, alter or waive (in any case, whether by action or inaction), any term of the Debt Commitment Letter or any provision of the Fee Letter (to the extent any such amendment, alteration, or waiver would reasonably be expected to delay or prevent or make less likely the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) on the Closing Date) without the prior written consent of the Company if such amendment, alteration or waiver reduces the aggregate amount of the Debt Financing (unless such reduction is matched with a corresponding equivalent increase of the amount of the equity financing contemplated in the Equity Financing Letter or Alternative Debt Financing (as permitted by, and in accordance with, this Section 5.6(b)) or amends the conditions precedent to the Debt Financing in a manner that would reasonably be expected to delay or prevent or make less likely the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) on the Closing Date; provided, however, that Parent and Merger Sub may replace and/or amend the Debt Commitment Letter so long as (A) the terms would not be reasonably expected to delay or prevent the Closing or make the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) less likely to occur, (B) the conditions to the Debt Financing set forth in the Debt Commitment Letter as of the date hereof would not be expanded in a manner that would reasonably be expected to delay or prevent the Closing, and (C) such amendment or alternative financing does not reduce (or could have the effect of reducing) the aggregate amount of the Financing (including by increasing the amount of fees to be paid or original issue discount), unless such reduction is matched with a corresponding equivalent increase of the amount of the equity financing contemplated in the Equity Financing Letter; and in any such event, Parent shall disclose to the Company its intention to make any such amendment or obtain such alternative financing (the “Alternative Debt Financing”), shall keep the Company reasonably informed of the terms thereof and shall deliver to the Company final drafts of the commitment letter (the “New Debt Commitment Letter”) providing for such alternative financing. Notwithstanding the foregoing, nothing set forth in this Section 5.6(b) shall restrict Parent or Merger Sub from amending or modifying the Debt Financing Letter solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that had not executed the Debt Commitment Letter as of the date hereof. In the event that a New Debt Commitment Letter is obtained, the term “Debt Financing” as used herein shall be deemed to mean the Debt Financing contemplated by the Debt Commitment Letter to the extent not so superseded at the time in question and any Alternative Debt Financing contemplated by a New Debt Commitment Letter to the extent then in effect, and any reference to the term Debt Commitment Letter shall be deemed to include any Debt Commitment Letter that is not superseded by the New Debt Commitment Letter at the time in question and the New Debt Commitment Letter to the extent then in effect. Parent shall promptly notify the Company of the expiration or termination of the Debt Commitment Letter and the New Debt Commitment Letter (if applicable). (iii) Upon the Company’s request, Parent shall keep the Company reasonably informed of the status of its efforts to arrange the Debt Financing and provide to the Company copies of the material definitive agreements for the Debt Financing (excluding any provisions related solely to fees or other economic terms). Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice (x) of any material breach or material default by any party to any of the Financing Letters, or any definitive agreements related to the Financing, in each case of which Parent or Merger Sub becomes aware, (y) of the receipt of any written notice or other written communication, in each case with respect to any (1) actual breach, default, termination or repudiation by any party to any of the Financing Letters or definitive agreements related to the Financing or (2) material dispute between or among any parties to any of the Financing Letters or definitive agreements related to the Financing or any provisions of any of the Financing Letters, in each case, with respect to the obligation to fund the Financing or the amount of the Financing to be funded at Closing and (z) of the receipt of any notice or other communication (written or verbal) related to the likely failure by a party to the Financing Letters to fund the Financing or the reduction of any amount of the Financing; provided, that none of Parent or Merger Sub shall be required to provide such information if it would reasonably be expected to (i) result in the loss of the attorney-client privilege of Parent or Merger Sub, provided, that Parent shall use its reasonable efforts to provide such information in a manner that would not reasonably be expected to result in the loss of the attorney-client privilege, or (ii) contravene any law, judgment or binding agreement entered into prior to the date of this Agreement. As soon as reasonably practicable, but in any event within two (2) Business Days of the date the Company delivers to Parent or Merger Sub a written request, Parent and Merger Sub shall provide any information reasonably requested by the Company relating to any circumstance referred to in clauses (x), (y) or (z) of the immediately preceding sentence; provided, that none of Parent or Merger Sub shall be required to provide such information if it would reasonably be expected to (i) result in the loss of the attorney-client privilege of Parent or Merger Sub, provided, that Parent shall use its reasonable efforts to provide such information in a manner that would not reasonably be expected to result in the loss of the attorney-client privilege, or (ii) contravene any law, judgment or binding agreement entered into prior to the date of this Agreement. (iv) If any portion of the Debt Financing becomes unavailable and such portion is reasonably required to fund the aggregate Per Share Price, Parent and Merger Sub shall use their reasonable best efforts to arrange and obtain in replacement thereof, as promptly as reasonably practicable following the occurrence of such event, Alternative Debt Financing from the same or alternative sources in an amount, when added to the portion of the Debt Financing that is available, sufficient to fund the aggregate Per Share Price and make the other payments referred to in Section 3.10(a) and which would not otherwise reasonably be expected to (x) prevent or delay the Effective Time or the date on which the Financing would be obtained, or (y) make the funding of the Financing less likely in any material respect. Notwithstanding anything to the contrary contained in this Agreement, nothing in this Section 5.6 shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, Parent or Merger Sub to (A) seek or incur Alternative Debt Financing if any term thereof is outside of, or less favorable than, any applicable economic provision of the Debt Commitment Letter or any related fee letter (including any “market flex” provision contained in the Debt Commitment Letter or any related fee letter), (B) seek any Alternative Debt Financing on any other terms which are otherwise materially less favorable, taken as a whole, to Parent and Merger Sub than the terms contained in the Debt Commitment Letter which the New Debt Commitment Letter is replacing or (C) pay any fees or other compensation in any form in excess of those contemplated by the Debt Commitment Letter or the Fee Letter (whether to secure waiver of any conditions contained therein or otherwise). Parent shall deliver to the Company true and complete copies of the executed definitive agreements dated as all Contracts pursuant to which any such alternative source shall have committed to provide any portion of the date hereof Debt Financing other than fee and engagement letters in respect of the Financing (as they may be amendedprovided, restated or modified from time that Parent shall provide such fee letters redacted in a form reasonably satisfactory to time such alternative sources). (v) Prior to the Effective Time, the Company shall use its reasonable best efforts to provide (and the Company shall use its reasonable best efforts to cause each of its Subsidiaries to use their reasonable best efforts to provide), and shall use its reasonable best efforts to cause its Representatives, including legal and accounting Representatives, to provide, in each case, at Parent’s sole expense (in accordance with the terms hereofreimbursement provisions below), collectively, such cooperation reasonably requested by Parent or Merger Sub and that is customarily provided in connection with arranging and obtaining the “Debt Financing Agreements”) entered into with the lender party to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms of the Debt Financing Agreements. (b) Except as set forth in the Debt Financing Agreements, there are no conditions precedent or other contingencies to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount permitted replacement, amended, modified or alternative financing. Such cooperation shall include using reasonable best efforts to: (A) furnish Parent and Merger Sub and their financing sources as promptly as practicable with (I) (x) audited consolidated balance sheets of the Debt Financing. Company and related statements of income, changes in equity and cash flows of for the three (c3) The Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on most recently completed fiscal years ended at least ninety (90) days prior to the Closing Date sufficient to pay the Initial Purchase Price and to pay (y) unaudited consolidated balance sheets and related fees statements of income and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions cash flows of the Debt Financing AgreementsCompany for each fiscal quarter ending after December 31, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender 2011 and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or ending at least forty-five (45) days prior to the Closing Date., which financial statements shall include a comparison to the same quarterly period for the prior year (to the extent available), and in the case of the financial statements referred to in clause (x) and (y) shall be prepared (1) in compliance in all material respects with all applicable requirements of Regulation S-X and Regulation S-K under the Securities Act for offerings of debt securities on a registration statement on Form S-1 and (2) in accordance with GAAP consistently applied, and in a manner that fairly presents, in all material respects, the consolidated financial condition, results of operations, changes in equity and cash flows of the Company and its Subsidiaries as of and for the periods then ended, subject to normal year end adjustments and the absence of footnotes, and shall not be materially inconsistent with the financial statement or forecasts of the Company previously provided by the Company, and (II) all other financial statements, pro forma financial information, financial data, audit reports and other information regarding the business of the Company and its Subsidiaries as may be required under the Debt Commitment Letter or reasonably required by Parent in connection with the Debt Financing or incorporated in any offering document used to syndicate credit facilities of the type to be included in the Debt Financing or in connection with the offering of non-convertible high-yield bonds under Rule 144A promulgated under the Securities Act, in each case assuming that such syndication of credit facilities or offerings of bonds were consummated at the same time during the Company’s fiscal year as such syndication or offerings, including of the type that would be required by Regulation S-X and Regulation S-K promulgated under the Securities Act for a registered public offering of non-convertible debt securities of the Parent (including for Parent’s preparation of pro forma financial statements), to the extent the same is of the type and form customarily included in an offering memorandum for private placements of non-convertible high-yield bonds under Rule 144A promulgated under the Securities Act (which, for the avoidance of doubt, shall not include any financial statements required by Regulation S-X Rule 3-10 or 3-16 or any Compensation, Discussion and Analysis required by Regulation S-K Item 402(b)), or otherwise necessary to receive from the Company’s independent accountants customary “comfort” (including “negative assurance” comfort) with respect to the financial information to be included in such offering memorandum and which, with respect to any interim financial statements, shall have been reviewed by the Company’s independent accountants as provided in SAS 100 (all such information, the “Required Information”) (eB) As periodically update the Required Information so that, to the Knowledge of the Company, such Required Information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements contained therein, in light of the circumstances in which they were made, not misleading (other than information supplied by or on behalf of Parent, Merger Sub or any of their Affiliates); (C) participate on reasonable advance notice in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arranger or agents for, and prospective lenders and purchasers of, the Debt Financing and senior management and representatives, with appropriate seniority and expertise, of the Company’s and its Subsidiaries’ business), presentations, road shows, due diligence sessions, drafting sessions and sessions with prospective lenders, investors and rating agencies in connection with the Debt Financing; (D) assist with the preparation of materials for rating agencies and rating agency presentations, bank information memoranda, offering documents (including assistance in the preparation of Parent’s pro forma financial statements giving effect to the transactions hereunder), private placement memoranda, offering memoranda and similar documents required in connection with the Debt Financing (and providing reasonable and customary authorization letters to the financing sources authorizing the distribution of information to prospective lenders and containing customary information); (E) cooperate with Parent and Merger Sub to satisfy the conditions precedent to the Debt Financing to the extent within the control of the Company and cause the taking of corporate actions (subject to the occurrence of the Closing, ) by the Company and after giving effect its Subsidiaries reasonably necessary to all permit the completion of the transactions contemplated Debt Financing; (F) obtain customary accountants’ comfort letters, appraisals and surveys, title insurance and other documentation and items relating to the Debt Financing as reasonably requested by this AgreementParent and, Purchasers will be Solvent.if requested by Parent or Merger Sub, cooperate with and assist Parent or Merger Sub in obtai

Debt Financing. (a) Purchasers have Concurrently with the execution of this Agreement, Parent has delivered to Sellers true the Company an executed commitment letter, including all exhibits and complete copies schedules thereto, and fee letters (in the case of such fee letters, redacted in a customary manner, including with respect to the amounts and percentages of the executed definitive agreements fees set forth therein and with respect to “flex”), each dated as of July 14, 2021 (such agreements, the “Debt Commitment Letter”), among Parent and the agents, arrangers, lenders, underwriters, managers and other entities acting in similar roles identified therein (together with any Persons that become a party thereto after the date hereof (as they may be amended, restated or modified from time to time in accordance with the terms hereofthereof or which become party to any definitive documentation relating to the Debt Financing, collectively, the “Debt Financing AgreementsSources”) entered into with pursuant to which such Financing Source has committed, on the lender party terms and subject to the Debt Financing Agreements (the “Lender”) relating conditions set forth therein, to the commitment provide or arrange all or part of the Lender to provide financing contemplated under the full amount Debt Commitment Letter for the purposes of financing the Initial Purchase Price transactions contemplated by this Agreement and all paying related fees and expenses, collectively referred to in this Agreement as expenses (the “Debt Financing”). (b) As of the date hereof, the Debt Commitment Letter has not been amended or modified, no amendment or modification to the Debt Commitment Letter is contemplated, and the commitments contained in the Debt Commitment Letter have not been withdrawn or rescinded in any respect. At ClosingThere are no side letters or other Contracts related to the investing or funding, Purchasers will fully pay or cause as applicable, of the Debt Financing other than as expressly set forth in the Debt Commitment Letter and other than customary engagement letters with respect to debt securities to be issued in lieu of any bridge financing contemplated by the Debt Commitment Letter. Parent has fully paid any and all commitment fees and or other fees required to be paid pursuant or expenses in connection with the Debt Commitment Letter that are payable on or prior to the terms date hereof, if any, and Parent is unaware of any fact or occurrence existing on the date hereof that would reasonably be expected to make any of the Debt Financing Agreements. (b) Except as assumptions or any of the statements set forth in the Debt Financing Agreements, there are no conditions precedent or other contingencies to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c) Commitment Letter ineffective. The Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, each of the other parties thereto, as the case may be, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar applicable Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). There are no conditions precedent related to the funding of the Debt Financing on the Closing Date, other than as expressly set forth in the Debt Commitment Letter. As of the date hereof, assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2 and compliance by the Company with Section 5.12, no event has occurred that, with or without notice, lapse of time, time or both, would reasonably be expected to (i) constitute a default or breach on the part of Parent under the Debt Commitment Letter, (ii) constitute or result in a failure to satisfy a condition precedent on the part any of Purchasers under the terms and or conditions set forth in the Debt Commitment Letter, or (iii) otherwise result in any portion of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by not being available on the Lender or otherwise cured in a timely manner by Purchasers to Closing Date. Assuming the satisfaction of the Lender conditions set forth in Section 6.1 and Purchasers do not have any Section 6.2 and compliance by the Company with Section 5.12, Parent has no reason to believe that they will be unable any of the conditions to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements contemplated by the Debt Commitment Letter will not be satisfied or that the Debt Financing will not be made available on or prior to the Closing, and Parent is not aware of the existence of any fact or event as of the date hereof that would reasonably be expected to cause such conditions to funding not to be satisfied and the Closing Date. (e) As not to occur. The Debt Financing, together with cash on hand of the Parent, provides for, at the Closing, and after giving effect funds sufficient to satisfy all payment obligations of Parent required to be made hereunder at or in connection with the transactions contemplated by this Agreement, Purchasers will be SolventClosing.

Debt Financing. Parent shall, and shall cause Merger Sub 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 arrange and obtain the Debt Financing on the terms and conditions described in the Debt Financing Commitments, including using reasonable best efforts to (ai) Purchasers have delivered maintain in effect the Debt Financing Commitments, (ii) satisfy on a timely basis all conditions applicable to Sellers true Parent or Merger Sub to obtaining the Debt Financing (including by consummating the Equity Financing at or prior to Closing), (iii) enter into definitive agreements with respect thereto on terms and complete copies conditions contained in the Debt Financing Commitments or consistent in all material respects with the Debt Financing Commitments, or on other terms that would not materially and adversely impact the ability of Parent to timely consummate the transactions contemplated hereby, and (iv) draw down on the Debt Financing if the conditions to the availability of the executed Debt Financing have been satisfied or waived. Parent shall not, and shall cause Merger Sub to not, agree to or permit any amendment, supplement or other modification of, or waive any of its rights under, any Debt Financing Commitment or any definitive agreements dated related to the Debt Financing, if such amendment, supplement, modification or waiver would (A) reduce the aggregate amount of the Debt Financing, or (B) impose new or additional conditions, or otherwise amend, modify or expand any conditions to the receipt of the Debt Financing, in the case of either clause (A) or (B) above in a manner that would reasonably be expected to (1) materially delay or prevent the Closing Date, (2) make the funding of the Debt Financing (or the satisfaction of the conditions to obtaining the Debt Financing) materially less likely to occur or (C) materially adversely impact the ability of Parent or Merger Sub to enforce their rights against the other parties to the Debt Financing Commitments or the definitive agreements with respect thereto, the ability of Parent and Merger Sub to consummate the Closing or the likelihood of consummation of the Closing, in each case, without the Company's prior written consent; provided, however, that Parent and Merger Sub may amend the Debt Financing Commitments or any definitive agreements related to the Debt Financing to add lenders, lead arrangers, bookrunners, syndication agents, other funding sources, additional equity financiers or similar entities who had not executed the Debt Financing Commitments as of the date hereof (as they may be amendedAgreement Date. Upon any such amendment, restated supplement or modified from time to time modification of the Debt Financing Commitments in accordance with this Section 7.3(a), Parent shall provide a copy thereof to the terms hereof, collectively, Company and the “term "Debt Financing Agreements”) entered into with Commitments" shall mean the lender Debt Financing Commitments as so amended, supplemented or modified. Parent shall keep the Company reasonably apprised of developments relating to the Debt Financing and will provide prompt notice of any material breach or default by any party to the Debt Financing Agreements (the “Lender”) relating Commitment of which Parent becomes aware or any written communication from any Person with respect to the commitment of the Lender any actual or purported material breach, termination or repudiation by any party to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms of the Debt Financing AgreementsCommitment. (b) Except as set forth in the Debt Financing Agreements, there are no conditions precedent or other contingencies to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c) The Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing Date. (e) As of the Closing, and after giving effect to all of the transactions contemplated by this Agreement, Purchasers will be Solvent.

Debt Financing. (a) Purchasers have delivered Acquiror shall use commercially reasonable efforts to Sellers true take, or cause to be taken, all actions and complete copies of the executed definitive agreements dated use commercially reasonable efforts to do, or cause to be done, all things necessary, proper and advisable to (i) obtain debt financing that is on such terms and conditions as of the date hereof (as they may be amended, restated or modified from time reasonably acceptable to time in accordance with the terms hereof, collectivelyAcquiror, the “Debt Financing Agreements”) entered into with the lender party net proceeds of which are greater than or equal to the amount set forth on Schedule 6.10 and that constitutes Acquiror Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing), Purchasers will fully pay or cause and (ii)(A) negotiate and execute definitive agreements with respect to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms of the Debt Financing (the “Financing Agreements”) on terms and conditions reasonably acceptable to Acquiror, which terms and conditions shall not be in violation of any of the covenants or agreements of Acquiror contained herein, and deliver to Contributor a copy thereof as promptly as practicable (and no later than four (4) Business Days) after such execution (but in any event, prior to the Closing); (B) satisfy on a timely basis, or obtain a timely waiver of, all conditions in the Financing Agreements that are within the control of Acquiror; (C) comply with the obligations of Acquiror under the Financing Agreements; and (D) consummate the Debt Financing at or prior to the Closing. Acquiror’s obligations under this Section 6.10 shall include using commercially reasonable efforts to seek the Debt Financing from alternative financing sources in the event any financing sources that may be initially contacted by Acquiror are unable to provide the Debt Financing. (b) Except as set forth in Acquiror shall use commercially reasonable efforts to keep Contributor and Contributor Guarantor informed with respect to all material activity concerning the status of the Debt Financing Agreements, there are no conditions precedent or other contingencies and shall give Contributor and Contributor Guarantor prompt notice of any material adverse change with respect to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the such Debt Financing. (c) The Debt FinancingWithout limiting Acquiror’s obligations set forth in this Section 6.10, when funded prior to the Closing, each of Acquiror and Contributor shall cooperate, and shall use its commercially reasonable efforts to cause its respective officers, employees, representatives, auditors, and advisors, including legal and accounting advisors, to cooperate, in accordance connection with the terms arrangement of the Debt Financing Agreements(provided, shall provide Purchasers that such requested cooperation does not unreasonably interfere with acquisition the ongoing operations of business of the Parties or their respective Affiliates), including, if necessary, (i) participation in meetings, drafting sessions, rating agency presentations, due diligence sessions, and “road show” and other customary marketing presentations; (ii) assisting any financing on sources in the Closing Date sufficient preparation of (A) one or more customary offering documents and documents to pay be filed with the Initial Purchase Price SEC in connection with the Debt Financing and (B) materials for rating agency presentations; (iii) using commercially reasonable efforts to obtain surveys and title insurance reasonably requested by financing sources; (iv) taking all reasonably required corporate actions, subject to the consummation of the Closing, to permit the consummation of the Debt Financing; (v) providing authorization letters to any financing sources authorizing the distribution of information to prospective lenders and containing a customary representation to the arranger of any financing that the information contained in any offering document or information memorandum relating to the Company does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (vi) cooperating reasonably with the financing sources’ due diligence of the Company, to the extent customary and reasonable and to pay related fees the extent not unreasonably interfering with the business of the Parties and expensestheir respective Affiliates. Any information provided by the Parties in connection with seeking the Debt Financing (which must be furnished in writing) shall be prepared in good faith and shall, be free of any material misstatements or omissions. (d) The In addition, Contributor shall: (i) use its commercially reasonable efforts to cause its independent accountants to provide a letter or letters containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to financial statements and certain financial information of the Company used in connection with the Debt Financing Agreements are validFinancing; (ii) use its commercially reasonable efforts to provide customary representation letters and other authorizations or information to its independent accountants, binding and in full force and effect and no event has occurred that, with or without notice, lapse to enable them to provide the foregoing “comfort letters”; (iii) use its commercially reasonable efforts to obtain the consent of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent its independent accountants for the inclusion of its reports on the part Company in any document or documents to be used in connection with the Debt Financing; and (iv) cause the appropriate representatives of Purchasers under the terms Company to execute and conditions deliver any definitive financing documents or other certificates or documents as may be reasonably requested by Acquiror for delivery at the consummation of the Debt Financing AgreementsFinancing; provided, however, that Contributor shall not be required to pay any commitment or other similar fee or incur any other liability (other than pursuant to this Agreement) in connection with the Debt Financing; provided, further, that the effectiveness of any such default, breach or failure that has been waived documentation executed by the Lender or otherwise cured in a timely manner by Purchasers Company shall be subject to the satisfaction consummation of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing DateClosing. (e) As Acquiror shall, and shall cause its controlled Affiliates to, (i) subject to Section 2.5, upon request by Contributor, reimburse Contributor for all reasonable and documented out of-pocket costs incurred by Contributor and its Affiliates and representatives in connection with the cooperation provided for in Section 6.10(c) and Section 6.10(d) (such reimbursement to be made promptly and in any event within seven (7) Business Days of delivery of reasonably acceptable documentation evidencing such expenses); and (ii) indemnify and hold harmless the Contributor and its Affiliates and representatives from and against any and all Losses suffered or incurred by them in connection with the arrangement of the ClosingDebt Financing and any information utilized in connection therewith (other than information provided by the Contributor, its Affiliates (other than Acquiror, the general partner of Acquiror and their respective Subsidiaries) or its representatives, to the extent they are acting in their capacity as such, and after giving effect to all not in their capacity as representatives of Acquiror, the transactions contemplated by this Agreement, Purchasers will be Solventgeneral partner of Acquiror or any of their respective Subsidiaries).

Debt Financing. Parent and Merger Sub shall use their respective commercially reasonable efforts to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letter at or prior to Closing, including using their commercially reasonable efforts to (ai) Purchasers have delivered to Sellers true and complete copies of maintain in effect the executed definitive agreements dated as of Debt Commitment Letter until the date hereof (as they may be amended, restated Transactions are consummated or modified from time to time this Agreement is terminated in accordance with its terms, (ii) satisfy on a timely basis all conditions and covenants in the Debt Commitment Letter, (iii) promptly enter into definitive agreements with respect thereto on the terms hereofand conditions contemplated by the Debt Commitment Letter, collectively, the “Debt Financing Agreements”(iv) entered into with the lender party to consummate the Debt Financing Agreements at or prior to Closing and (v) enforce its rights under the “Lender”) relating Debt Commitment Letter and cause the applicable provider of debt financing under the Debt Commitment Letter to comply with its obligations and fund thereunder. Without the commitment prior written approval of the Lender Company, neither Parent nor Merger Sub shall amend, alter or waive, or agree to provide amend, alter or waive, the full amount Debt Commitment Letter in any manner that would reasonably be expected to materially impair, delay or prevent the funding or financing described therein or the occurrence of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”Transactions. At Closing, Purchasers will fully pay or cause to be fully paid If any and all commitment fees and other fees required to be paid pursuant to the terms portion of the Debt Financing Agreements. (b) Except as becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, Parent and Merger Sub shall use their respective commercially reasonable efforts to arrange and obtain alternative debt financing from alternative sources on terms and conditions not less favorable to those set forth in the Debt Financing AgreementsCommitment Letter, there are no conditions precedent or other contingencies taken as a whole, and in an amount sufficient to consummate the Transactions as promptly as practicable following the occurrence of such event. Parent and Merger Sub shall give the Company prompt written notice of any material breach by any party to the obligations Debt Commitment Letter of which Parent or Merger Sub becomes aware or any termination of the Lender Debt Commitment Letter. Parent and Merger Sub shall keep the Company informed on a reasonably current basis in reasonable detail of the status of Parent’s and Merger Sub’s efforts to provide the Debt Financing arrange or any contingencies that would permit the Lender to reduce the total amount of obtain the Debt Financing. (c) The Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing Date. (e) As of the Closing, and after giving effect to all of the transactions contemplated by this Agreement, Purchasers will be Solvent.

Debt Financing. (a) Purchasers have delivered Parent is a party to Sellers true and complete copies of accepted a fully executed commitment letter dated May 28, 2019 (together with all exhibits and schedules thereto, the executed definitive agreements dated as of “Debt Commitment Letter”) from the date hereof lenders party thereto (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing AgreementsLenders”) entered into with pursuant to which the lender party Lenders have agreed, subject to the terms and conditions thereof, to provide debt financing in the amounts set forth therein. The debt financing committed pursuant to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, Commitment Letter is collectively referred to in this Agreement as the “Debt Financing.” (b) Parent has delivered to the Company true, complete and correct copies of the executed Debt Commitment Letter and any fee letters related thereto, subject, in the case of such fee letters, to redaction solely of fee and other economic provisions that are customarily redacted in connection with transactions of this type and that could not in any event affect the availability, conditionality, enforceability or amount of the Debt Financing. (c) Except as expressly set forth in the Debt Commitment Letter, there are no conditions precedent to the obligations of the Lenders to provide the Debt Financing or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing, including any condition or other contingency relating to the amount or availability of the Debt Financing pursuant to any “flex” provision. At Closing, Purchasers Parent does not have any reason to believe that it will fully pay or cause be unable to satisfy on a timely basis all terms and conditions to be fully satisfied by it in the Debt Commitment Letter on or prior to the Closing Date, nor does Parent have knowledge that any of the Lenders will not perform its obligations thereunder. As of the date of this Agreement, there are no side letters, understandings or other agreements, contracts or arrangements of any kind relating to the Debt Commitment Letter that could affect the availability, enforceability, conditionality or amount of the Debt Financing contemplated by the Debt Commitment Letter. (d) The Debt Financing, when funded in accordance with the Debt Commitment Letter, will provide Parent with cash proceeds on the Closing Date sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement and under the Debt Commitment Letter, including the payment of the Aggregate Estimated Consideration, any payments in respect of equity compensation obligations to be made in connection with the Merger, payment of any fees and expenses of or payable by Parent, Merger Sub or the Surviving Company, and any repayment or refinancing of any outstanding indebtedness of Parent, the Company and their respective Subsidiaries contemplated by, or required in connection with the transactions described in, this Agreement or the Debt Commitment Letter (such amounts, collectively, the “Merger Amounts”). (e) The Debt Commitment Letter constitutes the legal, valid and binding obligation of Parent, on the one hand, and to the Knowledge of Parent, each other party thereto, on the other hand, and is in full force and effect. No event has occurred that (with or without notice, lapse of time or both) could constitute a breach or failure to satisfy a condition by Parent under the terms and conditions of the Debt Commitment Letter, and Parent does not have any reason to believe that any of the conditions to the Debt Financing will not be satisfied by Parent on a timely basis or that the Debt Financing will not be available to Parent on the date of the Closing. Parent has paid in full any and all commitment fees and or other fees required to be paid pursuant to the terms of the Debt Financing AgreementsCommitment Letter on or before the date of this Agreement, and will pay in full any such amounts due on or before the Closing Date. The Debt Commitment Letter has not been modified, amended or altered and none of the respective commitments under the Debt Commitment Letter has been withdrawn or rescinded in any respect, and, to the knowledge of Parent, no withdrawal or rescission thereof is contemplated. No modification or amendment to the Debt Commitment Letter is currently contemplated. (bf) Except as set forth in In no event shall the Debt Financing Agreementsreceipt or availability of any funds or financing (including, there are no conditions precedent or other contingencies to for the obligations avoidance of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of doubt, the Debt Financing. (c) The Debt Financingby Parent, when funded in accordance with the terms Merger Sub or any of the Debt Financing Agreements, shall provide Purchasers with acquisition their respective Affiliates or any other financing or other transactions be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement. Parent will have available on the Closing Date funds sufficient to pay for the Initial Purchase Price and to pay related fees and expensespayment by Parent of all Merger Amounts. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing Date. (e) As of the Closing, and after giving effect to all of the transactions contemplated by this Agreement, Purchasers will be Solvent.

Debt Financing. (ai) Purchasers have It is not a condition to Closing or any of Parent’s or Merger Sub’s obligations under this Agreement, that Parent or Merger Sub obtain financing (or obtain financing on terms acceptable to Parent or Merger Sub) for or relating to the transactions contemplated by this Agreement. Parent has delivered to Sellers true the Company true, correct, and complete copies of an executed commitment letter from the executed definitive agreements financial institutions identified therein, dated as of the date hereof (as they may be amendedthe “Debt Commitment Letter”, restated or modified from time to time in accordance with and the terms hereof, collectivelycommitments under the Debt Commitment Letter, the “Debt Financing AgreementsCommitments”) entered into with the lender party ), pursuant to which, and subject to the Debt Financing Agreements terms and conditions of which, the lenders party thereto (the “LenderLenders”) relating have committed to lend the commitment amounts set forth therein to Parent for the purpose of funding the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in transactions contemplated by this Agreement as (the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms of the Debt Financing Agreements). (bii) Except as set forth in As of the date of this Agreement, the Debt Financing Agreements, there are no conditions precedent or other contingencies to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c) The Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and Commitment Letter is in full force and effect and has not been withdrawn, rescinded, or terminated, or otherwise amended or modified (and no party thereto has indicated an intent to so withdraw, modify or rescind) in any respect and is a legal, valid and binding obligation of Parent and, to the Knowledge of Parent, the other parties thereto, including the Lenders, enforceable against Parent, and, to the Knowledge of Parent, the other parties thereto in accordance with their terms, except as such enforceability may be limited by the Bankruptcy and Equity Exception. As of the date of this Agreement, other than as expressly set forth in, or contemplated by, the Debt Commitment Letter with respect to the fee letter referenced therein (a copy of all of which has been provided to the Sellers Representative with only fee and other economic terms redacted) or documentation relating to the joinder of additional commitment parties, there are no other agreements, side letters or arrangements relating to the Debt Financing Commitments that could adversely affect the availability of the Debt Financing or the timing of the Closing. As of the date of this Agreement, the only conditions precedent or other contingencies related to the obligations of the Lenders to fund the full amount of the Debt Financing Commitment are those expressly set forth in the Debt Commitment Letter. As of the date of this Agreement, no event has occurred thatwhich, with or without notice, lapse of time, time or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers Parent under the terms and conditions any term or condition of the Debt Financing AgreementsCommitment Letter, other than any such defaultand, breach or failure that has as of the date of this Agreement, assuming the closing conditions set forth in SECTION 5.1 and SECTION 5.2 have been waived satisfied and compliance in all material respects by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do Company with SECTION 4.13, Parent does not have any reason to believe that they it will be unable to satisfy satisfy, on a timely basis basis, any term or condition to of closing to be satisfied by it contained in the Debt Commitment Letter, or that the Debt Financing Agreements will not be available to Parent on or prior to the Closing Date. . Parent has fully paid (eor caused to be paid) As any and all commitment fees or other fees required by the Debt Financing Commitments to be paid on or before the date of this Agreement. Assuming (A) the Closingclosing conditions set forth in SECTION 5.1 and SECTION 5.2 have been satisfied, (B) compliance in all material respects by the Company with SECTION 4.13, and after giving effect (C) the Debt Financing is funded in accordance with the Debt Commitment Letter, the aggregate proceeds from the Debt Financing, together with immediately available funds from Parent, will be sufficient to pay (1) the Per Share Closing Merger Consideration for all of Shares, (2) the Closing Option Payments, (3) the Indebtedness set forth in the Pay-Off Letter, and (4) any and all fees and expenses to be paid by Parent or Merger Sub related to the transactions contemplated by this Agreement, Purchasers will be SolventAgreement and the other Transaction Documents.

Debt Financing. (a) Purchasers Each of Parent, Merger Sub Two and Merger Sub Three shall use best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to arrange the Debt Financing on the terms and conditions described in the Debt Commitment Letters, including using best efforts (i) to negotiate and enter into the definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (including, as necessary, the “flex” provisions contained in any related fee letter) by a date no later than the date that is three months from the date hereof and (ii) to satisfy (or if determined advisable by Parent, Merger Sub Two and Merger Sub Three, obtain the waiver of) on a timely basis all conditions to obtaining the Debt Financing within Parent’s, Merger Sub Two’s and Merger Sub Three’s control and to comply with all of its obligations pursuant to the Debt Commitment Letters and the definitive agreements related thereto. In the event that all conditions to funding the commitments contained in the Debt Commitment Letters have delivered been satisfied, each of Parent, Merger Sub Two and Merger Sub Three shall use its best efforts to Sellers cause the Financing Sources to fund the Debt Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date (including by taking enforcement action to cause the Financing Sources to provide the Debt Financing). Each of Parent, Merger Sub Two and Merger Sub Three shall use its best efforts to enforce all of its rights under the Debt Commitment Letters. Parent, Merger Sub Two and Merger Sub Three shall give Seller prompt notice of any material breach by any party to the Debt Commitment Letters or the definitive agreements related thereto of which Parent, Merger Sub Two or Merger Sub Three has become aware or any termination of any of the Commitment Letters or such definitive agreements. In the event that any portion of the Debt Financing becomes unavailable, Parent, Merger Sub Two and Merger Sub Three shall (1) use their best efforts to obtain, as promptly as practicable following the occurrence of such event, alternative debt financing for any such portion from alternative debt sources (“Alternative Financing”) in an amount that will still enable Parent, Merger Sub Two and Merger Sub Three to consummate the Transactions and (2) promptly notify the Company of such unavailability and the reason therefor. If obtained, Parent shall deliver to the Company true and complete copies of all agreements (other than any fee letters and engagement letters) pursuant to which any such alternative source shall have committed to provide Parent or the executed New EP Surviving Corporation with Alternative Financing. Parent, Merger Sub Two and Merger Sub Three shall not, without the Company’s prior written consent (not to be unreasonably withheld) permit any amendment or modification to, or any waiver of any provision or remedy under, any Debt Commitment Letter or any definitive agreements dated related thereto unless the terms of such Debt Commitment Letter or definitive agreements related thereto, in each case as so amended, modified or waived, are substantially similar to those in such Debt Commitment Letter or definitive agreement related thereto, prior to giving effect to such amendment, modification or waiver (other than economic terms, which shall as good as or better for Parent, Merger Sub Two and Merger Sub Three than those in the Debt Commitment Letter or definitive agreement relating thereto prior to giving effect to such amendment, modification or waiver). Parent, Merger Sub Two and Merger Sub Three shall provide the Company with prompt written notice of the date hereof receipt of any notice or other communication from any financing source with respect to such financing source’s failure or anticipated failure to fund its commitments under any Debt Commitment Letters or definitive agreement in connection therewith. Parent, Merger Sub Two and Merger Sub Three shall keep the Company reasonably informed on a reasonably current basis of the status of its efforts to consummate the Debt Financing. (b) The Company shall provide, shall cause its Subsidiaries to provide and shall use its best efforts to cause its and their Representatives to provide such cooperation in connection with the marketing, arrangement and consummation of and satisfaction of the conditions to the Debt Financing as they may be amendedreasonably requested by Parent (provided, restated that such requested cooperation does not materially and adversely interfere with the ongoing business operations of the Company and its Subsidiaries (it being understood that none of the actions listed in clauses (i) through (viii) below shall be deemed to materially and adversely interfere with the ongoing business operations of the Company and its Subsidiaries)), including but not limited to: (i) participation in meetings, drafting sessions, presentations, road shows and due diligence and other sessions with the Financing Sources and lenders, investors and rating agencies; (ii) furnishing Parent and the Financing Sources and their representatives as promptly as practicable with financial and other pertinent information regarding the Company and its Subsidiaries required, or modified from time reasonably requested by Parent, to time consummate the Debt Financing, including (A) all information to be included in a customary bank information memorandum; (B) all of the information and data related to the Company and its Subsidiaries necessary (and at the times required) to satisfy the condition set forth in paragraph 3 of Exhibit D of the Debt Commitment Letters (or the substantially similar provision thereto in any Replacement Debt Commitment Letters or Debt Commitment Letters relating to an Alternative Financing) (information and data required to be delivered pursuant to this clause (ii) being referred to as the “Required Information”); (iii) assisting Parent, the Financing Sources and their representatives in the preparation of customary documents and materials, including but not limited to (A) any offering documents, private placement memoranda, bank information memoranda (including a bank information memorandum that does not include material non-public information), prospectuses and other informational and marketing materials and documents for any portion of the Debt Financing and (B) materials for rating agency presentations; (iv) reasonably cooperating with the marketing efforts of Parent and the Financing Sources for any portion of the Debt Financing; (v) executing and delivering (and assisting in the negotiation of) any pledge or security documents and otherwise facilitating the granting of a security interest (and perfection thereof) in collateral and executing and delivering (and assisting in the negotiation of) definitive financing documents, guarantees, mortgages, underwriting and purchase agreements, indentures or other documents or customary certificates contemplated by the Debt Commitment Letters or as reasonably requested by Parent; provided that no pledge or security document, definitive financing document or any other such document or certificate to which the Company or any of its Subsidiaries is a party shall be effective prior to the Second Effective Time; (vi) using best efforts to obtain customary authorization letters with respect to the bank information memoranda and consents of accountants for use of their reports in any materials relating to the Debt Financing, accountants’ comfort letters and legal opinions as reasonably requested by Parent; and (viii) taking all corporate actions, subject to the occurrence of the Closing, necessary to permit the consummation of the Debt Financing. The foregoing notwithstanding, (I) none of the Company or any of its Subsidiaries nor any of their Representatives shall be required to pay any commitment or other fee or incur any other cost or expense that is not promptly reimbursed by Parent, Merger Sub Two or Merger Sub Three in connection with the Debt Financing prior to the Second Effective Time and (II) no obligation of or security interest granted by the Company, any of its Subsidiaries or any of its or their Representatives undertaken in connection with the Debt Financing shall be effective until the Second Effective Time. In addition, the Company agrees that it will use best efforts to supplement the Required Information to the extent that any such Required Information, to the knowledge of the Company, contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in any material respect promptly after becoming aware thereof. All non-public or otherwise confidential information regarding the Company or its Subsidiaries obtained by Parent, Merger Sub Two or Merger Sub Three or their respective Representatives pursuant to this Section 5.14(b) shall be kept confidential in accordance with the terms hereofConfidentiality Agreement; provided that Parent, collectivelyMerger Sub Two and Merger Sub Three shall be permitted to disclose such information to rating agencies and prospective lenders and investors during syndication of the debt financing contemplated by the Debt Commitment Letters, subject to customary confidentiality undertakings as applicable. The Company hereby consents to the use 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 or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries. Parent (x) shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs (including reasonable and documented attorney’s fees) incurred by the Company or any of its Subsidiaries in connection with any cooperation pursuant to Section 5.14, (y) acknowledges and agrees that the Company, its Subsidiaries and their respective Representatives shall not have any responsibility for, or incur any liability to any person under, the “Debt Financing Agreements”) entered into with (other than obligations pursuant to the lender party definitive agreements relating to the Debt Financing Agreements Financing, effective as of and from the Second Effective Time, as and to the extent such Persons are party to such documents) and (z) shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by them in connection with the arrangement of the Debt Financing, any action taken by them at the request of Parent, Merger Sub Two or Merger Sub Three pursuant to Section 5.14 and any information (other than information furnished by or on behalf of the Company and its Subsidiaries) utilized in connection therewith, in each case, other than to the extent any of the foregoing arise from the bad faith, gross negligence or willful misconduct of, or breach of this Agreement by, the Company, any of its Subsidiaries or their respective affiliates and Representatives. (c) Notwithstanding anything herein to the contrary, the Parent, in its sole discretion, may replace any existing Debt Commitment Letter with a debt commitment letter (a “LenderReplacement Debt Commitment Letter”) relating pursuant to the commitment of the Lender which financial institutions selected by it in its sole discretion commit to provide debt financing to finance the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the Transactions (“Replacement Debt Financing”. At Closing) and on or following the effectiveness thereof the Parent may, Purchasers will fully pay or cause in its sole discretion terminate the existing Debt Commitment Letter and the commitments thereunder; provided that, without the Company’s consent (such consent not to be fully paid any and all commitment fees and other fees required to unreasonably withheld), the terms of such Replacement Debt Financing shall be paid pursuant substantially similar to the terms of the Debt Financing Agreements. Commitment Letter or definitive agreement relating thereto being replaced (b) Except other than economic terms, which shall be as set forth good as or better for Parent and Merger Sub than those in the Debt Financing AgreementsCommitment Letter or definitive agreement relating thereto being replaced). Promptly following the execution of a Replacement Debt Commitment Letter by Parent, there are no conditions precedent Parent shall notify the Company to such effect and shall promptly provide a fully executed copy of such Replacement Debt Commitment Letter and any related agreements (other than any fee letters or other contingencies engagement letters). Such notice shall also satisfy the Parent’s notification requirements under Section 5.14(a) relating to the obligations termination of the Lender to provide the existing Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c) The Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expensesCommitment Letter. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected Company shall use its best efforts to constitute a default or breach or a failure deliver to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements Parent on or prior to the second business day prior to the Second Effective Time, a fully executed copy of a payoff letter, in customary form, from the Administrative Agent (as defined in the Existing EP Credit Agreement), which payoff letter shall (i) indicate the total amount required to be paid to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations related to any Obligations (as defined in the Existing EP Credit Agreement) as of the anticipated Closing Date (and the daily accrual thereafter) (the “Payoff Amount”) (ii) state that upon receipt of the Payoff Amount, the Existing EP Credit Agreement and related instruments evidencing the Existing EP Credit Agreement shall be terminated and any stock certificates and other physical collateral held by the Collateral Agent (as defined in the Existing EP Credit Agreement) shall be returned, and (iii) state that all Liens and all guarantees in connection therewith relating to the assets and properties of the Company or any of its Subsidiaries securing such Obligations shall be, upon the payment of the Payoff Amount on the Closing Date, released and terminated. The Company shall, and shall cause its Subsidiaries to, use best efforts to deliver all notices and take all other actions, including assistance with respect to the backstop, replacement or termination of any letters of credit issued under the Existing EP Credit Agreement, to facilitate the termination of commitments under the Existing EP Credit Agreement, the repayment in full of all Obligations then outstanding thereunder (using funds arranged by Parent, Merger Sub Two or Merger Sub Three) and the release of all Liens and termination of all guarantees in connection therewith on the Closing Date (such termination, repayment and release, the “Credit Facility Termination”); provided that in no event shall this Section 5.14(d) require the Company or any of its Subsidiaries to (x) deliver an irrevocable notice of termination or prepayment of any credit facility, (y) cash collateralize any letters of credit or (z) cause such Credit Facility Termination unless the Closing shall occur substantially concurrently and the Company or its Subsidiaries have received funds from Parent to pay in full the Payoff Amount. To the extent the Company or its Subsidiaries do not obtain the any amendment or waiver contemplated in Section 5.14(e) below, either (i) the provisions of this Section 5.14(d) relating to the “Existing EP Credit Agreement” shall apply to the applicable Waiver Credit Agreement or (ii) the Company and its Subsidiaries shall, at the request of Parent, and at Parent’s expense, use their best efforts to refinance the credit facilities set forth in the applicable Waiver Credit Agreement, effective upon the Second Effective Time on terms that permit the Transactions and are reasonably acceptable to the Parent (and such refinancing shall not be subject to the refinancing restriction set forth in Section 5.2(b)(i)). (e) As The Company shall use its best efforts to assist Parent in obtaining, at Parent’s expense, as soon as possible after the date of this Agreement and in any event on or prior to the forty-fifth (45th) business day prior to the Second Effective Time, a fully executed copy of an amendment or waiver of each of the ClosingWaiver Credit Agreements which amends or waives the “change of control” provisions set forth therein to permit the Transactions, such amendment or waiver to be effective at or prior to the Second Effective Time. (f) The Company shall, on a weekly basis, give Parent updates on the balances outstanding under the Existing EP Credit Agreement and after giving effect to all of the transactions contemplated by this Agreement, Purchasers will be Solvent.E&P BNP P

Debt Financing. (a) Purchasers have delivered The Company shall use, and shall cause its Subsidiaries (including Virgo Aerospace Intermediate and Virgo Borrower) to Sellers true use, their respective reasonable best efforts to arrange and complete copies of the executed definitive agreements dated as of the date hereof (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party to consummate the Debt Financing Agreements (the “Lender”) relating at or prior to the commitment of Closing on the Lender to provide the full amount of the Initial Purchase Price terms and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant subject only to the terms of the Debt Financing Agreements. conditions (bincluding any “flex” provisions) Except as set forth in the Debt Financing AgreementsCommitment Letter (or, there are no conditions precedent or at the reasonable discretion of the Company in consultation with Parent, on other contingencies terms not less favorable in the aggregate to the obligations of Company than the Lender to provide terms and conditions (including flex provisions) set forth in the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c) The Debt FinancingCommitment Letter, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with contain any terms or without notice, lapse of time, or both, conditions that would reasonably be expected to constitute a default or breach or a failure Restricted Financing Modification), including executing and delivering all such documents and instruments as may be reasonably required thereunder and using (and causing its Subsidiaries to satisfy a condition precedent use) their respective reasonable best efforts to, (i) comply with and maintain in full force and effect the Debt Financing and the Debt Commitment Letter in accordance with the terms and subject only to the conditions thereof, negotiate and enter into definitive financing agreements with respect to the Debt Financing on the part of Purchasers under terms and subject only to the conditions set forth in the Debt Commitment Letter (the “Financing Agreements”) (and maintain in full force and effect the Financing Agreements in accordance with the terms and subject only to the conditions thereof) so that the Financing Agreements are in full force and effect as promptly as practicable but in any event no later than the Closing, (ii) satisfy, or cause their respective Representatives to satisfy, at or before Closing, all the terms and conditions to the Debt Financing contemplated by the Debt Commitment Letter and Financing Agreements (including by paying any commitment fees or other fees or deposits required to be paid by them by the Debt Commitment Letter), (iii) enforce its rights under the Debt Commitment Letter and Financing Agreements in the event of a breach (or threatened breach) by the Debt Financing Sources under the Debt Commitment Letter or the Financing Agreements, as applicable, and (iv) cause the Debt Financing Sources and any other Persons providing Debt Financing to fund the Debt Financing no later than the Closing; provided, that, without limitation to Section 7.12(c), notwithstanding the foregoing or anything else in this Agreement to the contrary, the Company may and may permit Virgo Aerospace Intermediate and/or Virgo Borrower (A) to increase the aggregate amount of the Debt Financing Agreementsfor the primary purpose of, repayment in full and (b) The Company and its Subsidiaries (including Virgo Aerospace Intermediate and Virgo Borrower) shall not agree to or permit any amendment, supplement, modification or replacement of, or grant any waiver of, any condition, remedy or other than provision under the Debt Commitment Letter or any Financing Agreement without the prior written consent of Parent if such defaultamendment, breach supplement, modification, replacement or failure that has been waived by the Lender waiver would or otherwise cured in would reasonably be expected to constitute a timely manner by Purchasers Restricted Financing Modification. The Company and its Subsidiaries (including Virgo Aerospace Intermediate and Virgo Borrower) shall not agree to the satisfaction withdrawal, termination (including with respect to the commitments relating to the Debt Financing), repudiation or rescission of the Lender and Purchasers do not have Debt Commitment Letter (subject to the proviso to Section 7.12(b)) without the prior written consent of Parent. Upon any reason to believe that they will be unable to satisfy on a timely basis permitted amendment, supplement, modification or replacement of, or waiver of, the Debt Commitment Letter or any term or condition to closing to be satisfied by it Financing Agreement in accordance with this Section 7.12(b) or, in the case of a Second Lien Increase, in accordance with the proviso to Section 7.12(a), the Company shall deliver a true, correct and complete copy thereof to Parent and references herein to “Debt Commitment Letter” and “Financing Agreements on or prior to the Closing Date. (e) As of the ClosingAgreements” shall include and mean such documents as amended, and after giving effect to all of the transactions contemplated by this Agreement, Purchasers will be Solvent.supplemented,

Debt Financing. (a) Purchasers have delivered The Purchaser shall take, or cause to Sellers true be taken, all actions within its control and complete copies of to do, or cause to be done, all things within its control that are reasonably necessary, proper or advisable to arrange and obtain the executed definitive agreements dated as of Debt Financing at or prior to the date hereof Closing on the terms and conditions contained in the Debt Commitment Letter, including to: (as they may be amended, restated or modified from time to time i) maintain in effect the Debt Commitment Letter in accordance with its terms (except for such amendments, supplements, modifications expressly permitted under this Section 4.12); (ii) negotiate and enter into the terms hereof, collectively, the “Debt Financing Agreements”Documents; (iii) satisfy or obtain the waiver of all conditions to funding in the Debt Commitment Letter (or Debt Financing Documents entered into with respect to the lender party Debt Financing) that are applicable to and within the control of the Purchaser to enable the consummation of the Debt Financing at or prior to the Closing; provided that the Purchaser shall not be required to pay fees or premiums to obtain the waiver of any conditions to the Debt Financing Agreements (and the “Lender”Debt Commitment Letter or Debt Financing Documents, and provided further that nothing in this Section 4.12(a)(iii) relating shall impact the Purchaser’s obligations, subject to the commitment of conditions in Section 2.3, to consummate the Lender to provide Closing on the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid Closing Date pursuant to this Agreement); (iv) assuming that all conditions contained in the terms of Debt Commitment Letter have been satisfied, consummate the Debt Financing Agreementsat or prior to the Closing; and (v) enforce its rights under the Debt Commitment Letter, including in the event of a breach by the Debt Financing Sources that would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement (it being acknowledged and agreed by the Parties that any delay to a date that would be later than the Outside Date is a material delay). (b) Except as set forth in The Purchaser shall have the right from time to time to amend, restate, supplement or otherwise modify, or waive its rights under, any Debt Commitment Letter or Debt Financing Document; provided that the Purchaser shall not permit, without the prior written consent of Seller Parties (such consent not to be unreasonably delayed, withheld or conditioned), any amendment, restatement, supplement or other modification to be made to, or any waiver or release of any provision or remedy to be made under, the Debt Commitment Letter or any Debt Financing Document (it being understood that the exercise of any “market flex” provisions shall not be deemed to be an amendment, restatement, supplement, termination, replacement, modification, waiver or release) if such amendment, restatement, supplement, termination, replacement, modification, waiver or release would: (i) reduce the aggregate amount of net proceeds available from the Debt Financing Agreementsin a manner that would prevent Purchaser from having funding from committed financings (including the Debt Financing) which, there are no together with Purchaser’s cash on hand and undrawn availability under its revolving credit agreement, will be sufficient for Purchaser to consummate the transactions contemplated by this Agreement; or (ii) impose new or additional material conditions precedent or other contingencies otherwise materially expand, amend or modify any of the conditions precedent to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount receipt of the Debt Financing. (c) For avoidance of doubt, and without limitation of the Purchaser’s rights hereunder and under the Debt Commitment Letter (but subject to the restrictions contained herein), the Purchaser shall be permitted to: (i) amend, restate, supplement or otherwise modify the Debt Commitment Letter to add and appoint lenders, arrangers, book-runners, underwriters, agents, syndication and documentation agents or similar entities who have not executed the Debt Commitment Letter as at the date of this Agreement to provide for the assignment and reallocation of a portion of the financing commitments contained therein (any such assignment and reallocation shall not release the obligations of the original Debt Financing Sources who executed the Debt Commitment Letter as of the date of this Agreement without the prior written consent of Seller Parties, provided however that any such assignment and reallocation shall automatically release the obligations of any applicable original Debt Financing Sources who executed the Debt Commitment Letter as of the date of this Agreement without the prior written consent of Seller Parties if the assignee purchasing such financing commitments is a Person or the affiliate of a Person with a credit rating of at least A- by Standard & Poor’s Rating Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or at least A3 by ▇▇▇▇▇’▇ Investors Service, Inc. on the date of such assignment or reallocation), and (ii) assign its rights and obligations under the Debt Financing, when funded in accordance with Commitment Letter to certain affiliates of the Purchaser to the extent permitted under the Debt Commitment Letter (provided that any such assignment shall not affect the liabilities or obligations of the Purchaser under the terms of this Agreement and the Debt Financing Agreements, Purchaser shall provide Purchasers with acquisition financing on cause any such assignee to perform any such obligations to the Closing Date sufficient extent necessary to pay preserve the Initial Purchase Price and to pay related fees and expensesoriginal intent of the Parties under this Agreement). (d) The Purchaser shall deliver to the Seller Parties true, correct and complete copies of any executed written amendment, modification, restatement, or supplement relating to the Debt Commitment Letter (provided that such copies may be subject to customary redactions, including with respect to fee amounts, rates, economic terms and “market flex” provisions and other confidential or commercially sensitive information (but excluding any fee letters)). Any reference in this Agreement to “Debt Commitment Letter” and “Debt Financing Agreements are validDocument” shall include any amendment, binding restatement, supplement or other modification of such document, in each case, from and in full force and effect and no event has occurred thatafter such amendment, with restatement, supplement or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing Datemodification. (e) As Upon reasonable request by Seller Parties, the Purchaser will provide Seller Parties with information, in reasonable detail, with respect to the current status of all material activity concerning arranging and obtaining the Debt Financing. Without limiting the generality of the foregoing, the Purchaser shall give the Seller Parties notice as soon as reasonably practicable: (i) of any actual material breach or material default by any party to the Debt Commitment Letter or the Debt Financing Documents of which the Purchaser becomes aware; (ii) of the receipt of any written notice or other communication with respect to any actual breach, default, termination or repudiation by any party to the Debt Commitment Letter or any Debt Financing Documents; (iii) if the Purchaser determines in good faith that it will not be able to satisfy any of the obligations to, or otherwise be able to, obtain some or any portion of the Debt Financing on the terms, in the manner or from the sources contemplated by the Debt Commitment Letter or Debt Financing Documents prior to the Outside Date; and (iv) if the Debt Commitment Letter expires or is terminated for any reason prior to the Outside Date. As soon as reasonably practicable after the date ▇▇▇▇▇▇ delivers to the Purchaser a written request, the Purchaser shall provide any information reasonably requested by ▇▇▇▇▇▇ relating to the circumstances referred to in clauses (i) to (iv) in this Section 4.12(e). The Purchaser shall not be required to make a disclosure under this Section 4.12(e) to the extent that any such disclosure would be prohibited under applicable Law or contractual arrangements or could reasonably be expected to result in a waiver of attorney-client privilege. (f) If any portion of the Debt Financing becomes unavailable on the terms and conditions (including any applicable “market flex” provisions) contemplated by the Debt Commitment Letter, the Purchaser shall use its commercially reasonable efforts to arrange and obtain, as promptly as practicable but in no event later than Closing, alternative financing for such unavailable portion, including alternative debt and/or equity financing (“Alternative Financing”) provided that such Alternative Financing shall not reduce aggregate proceeds in the manner described in Section 4.12(b)(i) nor impose additional conditions in the manner set forth in Section 4.12(b)(ii). (g) The Purchaser shall deliver to ▇▇▇▇▇▇ true, correct and after giving effect complete copies of any executed commitment or similar letter(s) for any Alternative Financing when available (provided that such copies may be subject to customary redactions with respect to fee amounts, rates, economic terms, “market flex” provisions, and other confidential or commercially sensitive information (but excluding any fee letters)). In the event that: (i) Alternative Financing as contemplated under Section 4.12(f) is obtained or (ii) the Purchaser otherwise arranges and obtains alternative debt financing, all references in this Agreement to “Debt Financing” shall be deemed to include such Alternative Financing and all references to the “Debt Commitment Letter” shall be deemed to include the applicable commitment or similar letter(s) and any related fee letter(s) for the Alternative Financing and all references to “Debt Financing Documents” shall be deemed to include the applicable credit, underwriting, agency or purchase agreement, or other definitive documentation, for such Alternative Financing (h) The Purchaser acknowledges and agrees that the Purchaser’s obligations hereunder (including to consummate the Transaction) are not in any way, directly or indirectly, contingent, conditioned or otherwise subject to the Purchaser’s consummation of the transactions contemplated by this AgreementDebt Financing, Purchasers will any equity financing or any other financing arrangements (including any Alternative Financing), the Purchaser obtaining the Debt Financing, any equity financing or any other financing (including any Alternative Financing) or the availability of the Debt Financing, any equity financing or any other financing (including any Alternative Financing) to the Purchaser, regardless of the reasons for why the Debt Financing, any equity financing or any other financing (including any Alternative Financing) may not be Solventconsummated, obtained or available or whether such reasons are within or beyond the control of the Purchaser.

Debt Financing. (ai) Purchasers have delivered Purchaser shall use its reasonable commercial efforts to Sellers true and complete copies of the executed definitive agreements dated as of the date hereof (as they may be amendedtake, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any taken, all actions and all commitment fees and other fees required to do, or cause to be paid pursuant done, all things necessary, proper or advisable to the terms of arrange and obtain the Debt Financing Agreements. on the terms and conditions described in the Debt Commitment Letter, including to: (bA) Except maintain in effect the Debt Commitment Letter in accordance with its terms (except for such amendments, supplements, modifications, replacements or waivers permitted under this Section 3.7 and provided that Purchaser shall be entitled to reduce the commitments under the Debt Commitment Letter in an amount not greater than the net proceeds received by it from another Financing, including a Debt Issue, from asset sales or other dispositions of property or from existing credit facilities); (B) satisfy or cause to be satisfied on a timely basis all conditions to obtaining the Debt Financing as set forth in the Debt Commitment Letter that are within its control; (C) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Debt Commitment Letter (or with other terms agreed to by Purchaser and the Financing AgreementsSources, there are no conditions precedent or other contingencies to the obligations extent not prohibited under this Section 3.7, provided such terms would not reasonably be expected to prevent or materially delay the consummation of the Lender transactions contemplated by this Agreement (it being agreed that any delay to provide a date that would be later than the Outside Date would be a material delay)) so that such agreements are in effect no later than the Effective Date; (D) comply in all material respects with its obligations under the Debt Commitment Letter and definitive agreements with respect thereto; (E) subject to the terms and conditions set forth in the Debt Commitment Letter, consummate the Debt Financing at or any contingencies that would permit prior to the Lender Effective Date to reduce the total amount of extent the Debt Financing. (c) The Debt Financing, when funded in accordance with the terms proceeds of the Debt Financing Agreements, shall provide Purchasers with acquisition financing are required to consummate the transactions contemplated by this Agreement on the Closing Date sufficient to pay Effective Date; and (F) enforce its rights under the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Commitment Letter in the event of any breach or default by any Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, Source thereunder that would reasonably be expected to constitute prevent or materially delay the consummation of the transactions contemplated by this Agreement (it being agreed that any delay to a default date that would be later than the Outside Date would be a material delay); (ii) Purchaser shall keep MEG informed with respect to all material developments concerning the Debt Financing and, upon reasonable request by ▇▇▇, Purchaser will provide MEG with information, in reasonable detail, with respect to the current status of all material activity concerning arranging and obtaining the Debt Financing. Without limiting the foregoing, ▇▇▇▇▇▇▇▇▇ agrees to notify MEG promptly if at any time (A) the Debt Commitment Letter shall expire or breach or be terminated for any reason; (B) any Financing Source that is a failure party to satisfy a condition precedent the Debt Commitment Letter notifies Purchaser in writing that such Financing Source no longer intends to provide financing to Purchaser on the part terms set forth therein (other than by reason of Purchasers under an assignment of its commitment thereunder to another Financing Source or the terms and conditions replacement of such Financing Source with another Financing Source); (C) if for any reason Purchaser believes in good faith that it will not be able to obtain all or any portion of the Debt Financing Agreements, contemplated by the Debt Commitment Letter (other than by reason of a reduction of the commitments under the Debt Commitment Letter as a result of, and in an amount not greater than, the net proceeds received from another Financing, including a Debt Issue, from asset sales or other dispositions of property or from existing credit facilities); and (D) Purchaser receives any notice, or other communication with respect to, any actual or threatened breach, default, termination or repudiation by any party to the Debt Commitment Letter. As soon as reasonably practicable after the date MEG delivers to Purchaser a written request, Purchaser shall provide any information reasonably requested by MEG relating to any circumstance referred to in clause (A), (B), (C) or (D) of the immediately preceding sentence. Purchaser shall not be required to make a disclosure under this Section 3.7(a) to the extent that any such default, breach disclosure would be prohibited under Applicable Laws or failure that has been waived by the Lender or otherwise cured could reasonably be expected to result in a timely manner waiver of solicitor-client privilege; (iii) Purchaser shall not permit, without the prior written consent of MEG (not to be unreasonably withheld, delayed or conditioned, provided that it shall not be unreasonable for MEG to withhold consent to any amendment or modification that would reasonably be expected to cause closing of the Arrangement to occur after the Outside Date), any amendment or modification to be made to, or any waiver or release of any provision or remedy to be made under, the Debt Commitment Letter (it being understood that the exercise of any "market flex" provisions shall not be deemed to be an amendment, modification, waiver or release) if such amendment, modification, waiver or release would: (A) reduce the aggregate amount available from the Debt Financing to an amount that, together with Purchaser's cash on hand and the net proceeds received by Purchasers it from another Financing, including a Debt Issue, from asset sales or other dispositions of property or from existing credit facilities, would be less than the amount required to satisfy the aggregate cash portion of the Consideration payable under the terms of the Plan of Arrangement, all other obligations payable by Purchaser pursuant to this Agreement; (B) add or expand the conditions precedent or contingencies to the funding on the Effective Date, in a manner reasonably likely to prevent or delay or impair the ability of Purchaser to consummate the transactions contemplated by this Agreement; (C) otherwise expand, amend, modify or waive any provision of the Debt Commitment Letter in a manner that in any such case would reasonably be expected to: (x) materially delay or impair the funding of the Debt Financing (or satisfaction of the Lender conditions precedent to the funding of the Debt Financing) on the Effective Date or otherwise prevent, materially delay or impair the transactions contemplated by this Agreement in any material respect; or (y) adversely affect the ability of Purchaser to timely consummate the transactions contemplated hereby; or (D) adversely affect the ability of Purchaser to enforce its rights against the other parties to the Debt Commitment Letter as so amended, replaced, supplemented or otherwise modified or waived, relative to the ability of Purchaser to enforce their rights against such parties to the Debt Commitment Letter as in effect on the date hereof; provided, however, that Purchaser may replace or amend the Debt Commitment Letter to add lenders (including by way of novation), arrangers, agents, bookrunners, underwriters, initial purchasers, managers (and Purchasers do other similar entities) and other financing sources who had not have any reason to believe that they will be unable to satisfy on a timely basis any term executed such Debt Commitment Letter as of the date hereof if the addition of such additional parties, individually or condition to closing to be satisfied by it in the aggregate, would not prevent, materially delay or impair the availability of the Debt Financing Agreements on or prior to the Closing Date. (e) As of the Closing, and after giving effect to all consummation of the transactions contemplated by this Agreement. Purchaser shall promptly deliver to MEG true and complete copies of any amendment, Purchasers will replacement, supplement or other modification or waiver of the Debt Commitment Letter. In such event, the term "Debt Commitment Letter", as used herein shall be Solventdeemed to include any such amendment, replacement, supplement or other modification or waiver of the Debt Commitment Letter entered into in accordance with this Section 3.7(a); and (iv) if all or any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter (other than by reason of a reduction of the commitments under the Debt Commitment Letter as a result of, and in an amount not greater than, the net proceeds received from another Financing, including a Debt Issue, from asset sales or other dispositions of property or from existing credit facilities), or the Debt Commitment Letter shall be withdrawn, repudiated, terminated or rescinded for any reason, then Purchaser shall use its reasonable commercial efforts to arrange and obtain, as promptly as practicable, from the same and/or alternative Financing Sources, alternative financing on terms that are not materially less favorable to Purchaser than the terms and conditions contemplated in the Debt Commitment Letter as in effect on the date hereof (including the "market flex" provisions contained in any related fee letter) and in an amount sufficient to enable Purchaser to consummate the transactions contemplated by this Agreement on a date that is no later than the Outside Date. In the event any alternative financing is obtained in accordance with this Section 3.7(a)(iv) ("Alternative Financing"), references in this Agreement to the Debt Financing shall also be deemed to refer to such Alternative Financing, and if one or more commitment letter or underwriting, agency or purchase agreements are entered into or proposed to be entered into in connection with such Alternative Financing, references in this Agreement to the Debt Commitment Letter shall also be deemed to refer to such commitment letters or underwriting, agency or purchase agreements relating to such Alternative Financing, and all obligations of Purchaser pursuant to this Section 3.7(a) shall be applicable thereto to the same extent as Purchaser's obligations with respect to the Debt Financing. Purchaser shall promptly provide MEG with a correct and complete copy of any commitment letters and related fee letters or underwriting, agency or purchase agreements (or similar agreements) relating to such Alternative Financing (redacted as set forth above).

Debt Financing. The Purchasers shall, and shall cause its Subsidiaries to, use their Commercially Reasonable Efforts to obtain the Debt Financing contemplated by the Debt Financing Commitment Letters, including using Commercially Reasonable Efforts to (ai) maintain in effect the Debt Financing Commitment Letters, (ii) satisfy all conditions applicable to the Purchasers have delivered that are within their control to Sellers true obtaining the Debt Financing set forth therein (including the payment of any commitment, engagement or placement fees required as a condition to the Debt Financing as and complete copies when due), (iii) negotiate and enter into definitive agreements with respect to each Debt Financing Commitment Letter on the terms and conditions contained in such Debt Financing Commitment Letter (including any flex pricing provided for therein to the extent applicable) or on other terms that would not adversely impact the ability of the Purchasers to timely consummate the Transaction (as reasonably determined by the Purchaser), and (iv) consummate the Debt Financing at or prior to the Closing Date but in no event later than the Outside Date. Subject to the immediately following sentence, the Purchasers shall not, without the prior written consent of the Fund, amend, modify, waive or supplement or agree to any amendment, modification, waiver, or supplement of (including in the definitive documents) (x) any of the conditions or contingencies to funding contained in any Debt Financing Commitment Letter, or (y) any other provision of any Debt Financing Commitment Letter, in either case if such amendment, modification, waiver or supplement would reasonably be expected to have the effect of materially preventing the Closing Date from occurring prior to the Outside Date or making the funding of the Debt Financing materially less likely to occur (it being acknowledged and agreed that the Purchasers may replace or amend any Debt Financing Commitment Letter to add lenders or agents who had not executed definitive agreements dated such Debt Financing Commitment Letter as of the date hereof (as they may be amended, restated or modified from time to time in accordance with hereof). In the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid event that any and all commitment fees and other fees required to be paid pursuant to the terms portion of the Debt Financing Agreements. (b) Except as set forth in contemplated by the Debt Financing AgreementsCommitment Letters becomes unavailable other than due to a breach by any of the Fund Parties under this Agreement (including a breach of representations and warranties of the Fund Parties or covenants of the Fund Parties or a failure of a condition to be satisfied by the Fund Parties), there are no conditions precedent Purchasers shall notify the Fund and use their Commercially Reasonable Efforts to arrange alternative financing from the same or other contingencies sources on terms and conditions not materially less favourable on the whole to the obligations Purchasers (as determined by the Purchasers acting reasonably) than those contained in the applicable Debt Financing Commitment Letter as of the Lender date hereof, and in amount sufficient to provide consummate the transactions contemplated hereby on the terms and conditions set forth herein on or before the Outside Date. Purchasers shall use their Commercially Reasonable Efforts to satisfy all conditions applicable to Purchasers that are within their control required to be satisfied on or prior to Closing in the definitive agreements pursuant to which the Debt Financing will be obtained. Purchasers shall give the Fund reasonably prompt notice of any breach by any party to any Debt Financing Commitment Letter of which a Purchaser becomes aware or any contingencies that would permit termination of any Debt Financing Commitment Letter. Upon the Lender Fund’s reasonable request, Purchasers shall provide the Fund information in reasonable detail with respect to reduce the total amount status of the Debt Financing. (c) The Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing Date. (e) As of the Closing, and after giving effect to all of the transactions contemplated by this Agreement, Purchasers will be Solvent.

Debt Financing. Parent will use reasonable best efforts to (ai) Purchasers have delivered to Sellers true and complete copies of the executed definitive agreements dated as of the date hereof (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party to maintain the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms of the Debt Financing Agreements. (b) Except as set forth in the Debt Financing Agreements, there are no conditions precedent or other contingencies to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c) The Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and Commitment Letter in full force and effect effect, and no event has occurred thatnot amend, terminate or waive any provisions under such Debt Commitment Letter which amendment, termination or waiver would adversely affect the availability of the financing contemplated by the Debt Commitment Letter, and (ii) comply, to the extent within Parent’s control, with all of the covenants of Parent in the Debt Commitment Letter and take all actions, to the extent within Parent’s control, necessary or without noticedesirable to cause all of the conditions to the funding of the financing contemplated in the Debt Commitment Letter to be satisfied as promptly as practicable following the date hereof and in coordination with the satisfaction of the other closing conditions set forth herein, lapse including obtaining any opinions of timelegal counsel required by the Lender thereunder and, to the extent within Parent’s control, assure that there is no breach or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part event of Purchasers default under any of its existing financing agreements, (iii) accept any changes in the terms and conditions of the proposed financing contemplated in the “market flex” provision of the Debt Commitment Letter or fee letter related thereto, (iv) enforce its rights under the Debt Commitment Letter and (v) consummate the Debt Financing Agreements, other than or the Alternative Financing. Parent agrees to notify the Company following its receipt of notification by any such default, breach financing source under the Debt Commitment Letter that it does not intend to provide or failure that has been waived by the Lender asserts its inability or otherwise cured in a timely manner by Purchasers refusal to the satisfaction of the Lender and Purchasers do not have provide any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it financing described in the Debt Financing Agreements Commitment Letter. If funding of the indebtedness contemplated by the Debt Commitment Letter becomes unavailable for any reason, Parent will use reasonable best efforts to obtain alternative financing on terms that are no less favorable to Parent (as determined in the reasonable judgment of Parent) than those contained in the Debt Commitment Letter or prior fee letter related thereto including, for the avoidance of doubt, the “market flex” (an “Alternative Financing”). Parent shall keep the Company reasonably informed of any material adverse developments relating to the Closing Date. (e) As proposed debt financing. Without limiting the generality of the Closingforegoing, and after giving effect Parent shall use reasonable best efforts to all satisfy the closing conditions to the debt financing contemplated by the Debt Commitment Letter (or, if applicable, the Alternative Financing) that are within its control. Parent acknowledges that receipt of the transactions contemplated by this Agreement, Purchasers will be SolventDebt Financing or any other financing is not a condition to the Closing.

Debt Financing. (a) Purchasers have delivered Parent shall use its reasonable best efforts, and shall cause each of its Subsidiaries to Sellers true use its reasonable best efforts, to take, or cause to be taken, all actions, and complete copies do, or cause to be done, all things necessary, proper or advisable to obtain funds sufficient to fund the Financing Amounts, including using reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds of the executed Debt Financing on the terms and subject only to the conditions described in the Debt Commitment Letters, including by (i) maintaining in effect the Debt Commitment Letters, (ii) negotiating and entering into definitive agreements dated as of the date hereof (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party respect to the Debt Financing Agreements (the “LenderDefinitive Agreements”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms of the Debt Financing Agreements. (b) Except as set forth in the Debt Financing Agreements, there are no conditions precedent or other contingencies to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c) The Debt Financing, when funded in accordance consistent with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of contained therein (including, as necessary, the Debt Financing Agreements, other than “flex” provisions contained in any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements related fee letter) on or prior to the Closing Date, (iii) satisfying on a timely basis all conditions in the Debt Commitment Letters and the Definitive Agreements within Parent’s control and complying with its obligations thereunder (including, for the avoidance of doubt, the payment of fees required thereunder) and (iv) enforcing its rights under the Debt Commitment Letters. (eb) As In the event any portion of the ClosingDebt Financing contemplated by the Debt Commitment Letter becomes unavailable regardless of the reason therefor (as determined by Parent in its reasonable discretion after consulting with the Financing Parties), (i) Parent shall promptly notify the Company in writing of such unavailability and the reason therefor and (ii) Parent shall use its reasonable best efforts, and after giving effect shall cause each of its Subsidiaries to all use their reasonable best efforts, to obtain as promptly as practicable following the occurrence of such event, alternative debt financing for any such portion from alternative sources (the “Alternative Financing”) in an amount sufficient, when taken together with cash of Parent and its Subsidiaries (but not including the Company and its Subsidiaries) and the other sources of funds immediately available to Parent at the Closing to pay the Financing Amounts and that do not include any conditions to the consummation of such alternative debt financing that are more onerous than the conditions set forth in the Debt Commitment Letter. To the extent requested in writing by the Company from time to time, Parent shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange and consummate the Debt Financing. Without limiting the generality of the foregoing, Parent shall promptly notify the Company in writing if it has knowledge of any material breach, default, repudiation, cancellation or termination by any party to the Debt Commitment Letter or any Definitive Agreement and a copy of any written notice or other written communication from any Financing Party with respect to any actual material breach, default, repudiation, cancellation or termination by any party to the Debt Commitment Letter or any Definitive Agreement of any provision thereof. The foregoing notwithstanding, compliance by Parent with this Section 7.16 shall not relieve Parent of its obligations to consummate the transactions contemplated by this Agreement whether or not the Debt Financing or any Alternative Financing is available. (c) None of Parent nor any of its Subsidiaries shall (without the prior written consent of the Company) consent or agree to any amendment, replacement, supplement, termination or modification to, or any waiver of any provision under, the Debt Commitment Letters or the Definitive Agreements if such amendment, replacement, supplement, modification or waiver (1) decreases the aggregate amount of the Debt Financing to an amount that would be less than an amount that would be required, when taken together with cash or cash equivalents held by Parent and the Company on the Closing Date and the other sources of funds available to Parent on the Closing Date, to pay the Financing Amounts, (2) could reasonably be expected to prevent, materially delay or materially impede the consummation of the transactions contemplated by this Agreement, Purchasers will (3) adversely impacts the ability of Parent to enforce its rights against the other parties to the Debt Commitment Letters or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, or (4) adds new (or adversely modifies any existing) conditions to the consummation of all or any portion of the Debt Financing; provided, that Parent may amend, replace, supplement and/or modify any of the Debt Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or similar entities as parties thereto who had not executed such Debt Commitment Letters as of the date of this Agreement, provided that (i) the addition of such parties would not be Solvent.reasonably expected to delay or prevent Closing and (ii) such amendments do not (A) reduce the aggregate amount of the Debt Financing (including by changing the amount of fees to be paid or any original issue discount of the Debt Financing (or payment of fees having similar effect)) or (B) impose new or additional conditions, or otherwise

Debt Financing. (a) Purchasers have delivered The Company shall use its reasonable best efforts to Sellers true take, or cause to be taken, all appropriate actions and complete copies of do, or cause to be done, all things reasonably necessary or advisable to consummate the executed Refinancing. In addition, the Company shall use its reasonable best efforts to take, or cause to be taken, all appropriate actions and do, or cause to be done, all things reasonably necessary or advisable to arrange and obtain the Debt Financing on a timely basis (but in any event substantially concurrent with the Closing) on the terms and subject only to the conditions contained in the Debt Commitment Letter and the Fee Letter (including any “market flex” provisions that are contained in the Fee Letter) or on other terms and conditions not less favorable to the Company in any material respect than those described in the Debt Commitment Letter and the Fee Letter (including any “market flex” provisions that are contained in the Fee Letter), including using reasonable best efforts to (i) maintain in effect the Debt Commitment Letter (subject to the Company’s and its Subsidiaries’ right to replace, amend, restate, supplement, modify, assign, or waive the Debt Commitment Letter in accordance herewith and subject to the Restricted Debt Financing Changes), (ii) negotiate and enter into definitive agreements dated with respect to the Debt Commitment Letter (such definitive agreements being referred to as of the date hereof (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into on the terms and subject only to the conditions contained in the Debt Commitment Letter and the Fee Letter (including any such “market flex” provisions contained in the Fee Letter) or on other terms and conditions not less favorable to the Company in any material respect than those described in the Debt Commitment Letter and the Fee Letter (including any “market flex” provisions that are contained in the Fee Letter), (iii) satisfy on a timely basis (but in any event substantially concurrent with the lender Closing) or obtain the waiver of all conditions applicable to the Company or its Subsidiaries contained in the Debt Commitment Letter (or any Debt Financing Agreements), (iv) consummate the Debt Financing contemplated by the Debt Commitment Letter and the Fee Letter substantially concurrent with the Closing and (v) enforce its rights under the Debt Commitment Letter and the Debt Financing Agreements. The Company shall keep the Acquiror informed upon request on a reasonably prompt basis and in reasonable detail of the status of its efforts to arrange the Debt Financing. The Company shall give the Acquiror prompt written notice upon having Knowledge of any default or breach by any party to the Debt Commitment Letter or any termination of the Debt Commitment Letter. (b) Other than as set forth in this Section 8.5(b), prior to the Closing, the Company or the Company Debt Financing Subsidiary shall not, without the prior written consent of the Acquiror (not to be unreasonably conditioned, withheld, delayed or denied), replace, amend, restate, supplement, modify, assign or waive any provision of the Debt Commitment Letter, the Fee Letter or the Debt Financing Agreements (it being understood that the exercise of any “Lender”market flex” provisions contained in the Fee Letter shall not be deemed a replacement, amendment, restatement, supplement, modification, assignment or waiver) relating to the commitment of extent such replacement, amendment, restatement, supplement, modification, assignment or waiver would (i) reduce the Lender to provide the full aggregate amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms of the Debt Financing Agreements. such that the Company and its Subsidiaries would not have sufficient cash proceeds, together with (bA) Except cash on hand of the Company and its Subsidiaries, (B) the Investor Investment Amount, (C) the PIPE Investment Amount, (D) cash available in the Trust Account following the Acquiror Shareholders’ Meeting, after deducting the amount required to satisfy the Acquiror Share Redemption Amount, and (E) other cash on hand at the Acquiror or Merger Sub on the Closing Date hereunder, to permit the Company and its Subsidiaries to consummate the Refinancing and pay the Financing Amounts on the Closing Date, (ii) adversely affect the ability of the Company or the Company Debt Financing Subsidiary, as set forth applicable, to enforce its rights against the other parties to the Debt Commitment Letter or the Debt Financing Agreements or (iii) would reasonably be expected to prevent, delay or hinder the Closing, including by imposing additional conditions, or otherwise amending, restating, supplementing, modifying, assigning or waiving any of the existing conditions to the availability of the Debt Financing (items under clauses (i) through (iii) above, collectively, the “Restricted Debt Financing Changes”); provided that, for the avoidance of doubt, the Company or the Company Debt Financing Subsidiary may replace, amend, restate, supplement, modify, assign or waive the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities (or titles with respect to such entities) that have not executed the Debt Commitment Letter as of the date of this Agreement, subject to the Restricted Debt Financing Changes (it being understood that the aggregate commitments of the lenders party to the Debt Commitment Letter prior to such replacement, amendment, restatement, supplement, modification, assignment or waiver may be reduced in the amount of such additional party’s commitments); provided, further, that the Company shall notify the Acquiror in writing of any such replacement, amendment, restatement, supplement, modification, assignment of, or waiver of any of its rights under, the Debt Commitment Letter not otherwise prohibited by the foregoing clauses (i) through (iv) reasonably promptly after the time such replacement, amendment, restatement, supplement, modification, assignment or waiver is agreed. The Company shall promptly deliver to the Acquiror copies of any replacement, amendment, restatement, supplement, modification, assignment or waiver to or under the Debt Commitment Letter or the Debt Financing Agreements, there are no conditions precedent or other contingencies to . In the obligations event that any portion of the Lender to provide the Debt Financing becomes unavailable, regardless of the reason therefor (other than as a result of Acquiror’s or Merger Sub’s breach of any contingencies that would permit provisions of this Agreement or failure to satisfy the Lender conditions set forth in Section 9.1 or Section 9.2), the Company will (x) use reasonable best efforts to reduce obtain alternative debt financing (in an amount sufficient, when taken together with the total amount available portion of the Debt Financing, and together with (A) cash on hand of the Company and its Subsidiaries, (B) the Investor Investment Amount, (C) the PIPE Investment Amount, (D) cash available in the Trust Account following the Acquiror Shareholders’ Meeting (after deducting the amount required to satisfy the Acquiror Share Redemption Amount) and (E) other cash on hand at the Acquiror or Merger Sub on the Closing Date hereunder, to consummate the Refinancing and pay the Financing Amounts) from the same or other sources and which does not include any terms or conditions to the consummation of such alternative debt financing that are less favorable to the Company in any material respect than those contained in the Debt Commitment Letter and the Fee Letter (including any “market flex” provisions that are contained in the Fee Letter) and (y) promptly notify the Acquiror of such unavailability and the reason therefor. For purposes of this Agreement, upon any replacement, amendment, restatement, supplement, modification, assignment of, or waiver under, the Debt Commitment Letter (including in connection with an alternative debt financing) in accordance with this Section 8.5(b), the term “Debt Commitment Letter,” and consequently the term “Debt Financing,” shall mean such Debt Commitment Letter as so replaced, amended, restated, supplemented, modified, assigned or waived and the Debt Financing contemplated by such Debt Commitment Letter as so replaced, amended, restated, supplemented, modified, assigned or waived. (c) The From the date of the announcement of this Agreement or the transactions contemplated hereby (pursuant to any applicable public communication made in compliance with Section 11.12), until the Closing Date, upon the reasonable request of the Company, the Acquiror shall, and shall use its reasonable best efforts to cause its Subsidiaries to and shall use reasonable best efforts to cause any of its and their respective representatives (including accounting representatives) to, use reasonable best efforts to provide customary cooperation in connection with the arrangement of the Debt Financing, when funded including to: (i) provide (A) (1) the Acquiror Financial Statements (the receipt thereof is hereby acknowledged) and the audited consolidated balance sheets and the related statements of operations, cash flow and shareholders’ equity of the Acquiror as of the last day of and for any subsequent fiscal year of the Acquiror ended at least ninety (90) days prior to the Closing Date, together with all related notes and schedules thereto, and accompanied by the auditor’s reports thereon and (2) the unaudited consolidated balance sheets and related statements of operations, cash flows and shareholders’ equity of the Acquiror as of the last day of and for any subsequent fiscal quarter ended at least forty-five (45) days prior to the Closing Date and, in each case, to the extent applicable, for the comparable period of the prior fiscal year, together with all related notes and schedules thereto, in the case of each of clauses (1) and (2), prepared in accordance with GAAP and (B) all other financial information necessary to allow the terms Company to prepare a pro forma unaudited consolidated balance sheet and related pro forma unaudited consolidated statement of operations as of and for the twelve-month period ending on the last day of the most recently completed twelve-month period for which historical financial statements are provided pursuant to clause (A) above, which need not be prepared in compliance with Regulation S-X of the Securities Act or include adjustments for purchase accounting; (ii) (A) use reasonable best efforts to provide reasonable and customary information relating to the Acquiror and Merger Sub for, and assist the Company and the Debt Financing Sources in preparation of, rating agency presentations, bank information memoranda, syndication memoranda, lender presentations and other customary marketing materials required in connection with the Debt Financing, (B) use reasonable best efforts to cooperate with the due diligence efforts of the Debt Financing AgreementsSources in connection with the Debt Financing, to the extent reasonable and customary (and, to the extent applicable, subject to the limitations contained in this Agreement), (C) use reasonable best efforts to assist with the marketing efforts of the Company and the Debt Financing Sources for all or any portion of the Debt Financing and (D) provide customary authorization letters with respect to the Acquiror and Merger Sub authorizing the distribution of information to prospective lenders (including customary 10b-5 and material non-public information representations); (iii) promptly, and in any event no later than four (4) Business Days prior to the Closing, provide all documentation and other information that any Debt Financing Source has reasonably determined is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and, if the Company or any of its Subsidiaries qualifies as a “legal entity” customer under 31 C.F.R. §1010.230, a beneficial ownership certification in relation to the Acquiror and Merger Sub, which certification shall provide Purchasers be substantially similar to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association, in each case, as reasonably requested in writing by the Company at least nine (9) Business Days prior to the Closing Date; and (iv) use reasonable best efforts to cooperate with acquisition financing on the Company and the Debt Financing Sources to satisfy the conditions precedent to the Debt Financing to the extent the satisfaction of such conditions require the cooperation of, and is within the control of Acquiror or Merger Sub; provided that nothing in this Section 8.5(c) shall require the Acquiror or any of its Subsidiaries to take or permit the taking of any action pursuant to this Section 8.5(c) to the extent it would (i) conflict with or violate the Acquiror’s Governing Documents or the organizational documents of any of its Subsidiaries or any applicable Law, (ii) require the Acquiror or its Subsidiaries or and of their respective Affiliates or any persons who are officers or directors of such entities to pass resolutions or consents to approve or authorize the execution of the Debt Financing or enter into, execute or deliver any certificate, document, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement, in each case, that would be effective prior to the Closing Date sufficient (except the authorization letters set forth in Section 8.5(c)(ii)(C)), (iii) cause any representation or warranty in this Agreement to be breached by the Acquiror or any of its Subsidiaries, (iv) require the Acquiror or any of its Subsidiaries to pay any commitment or other similar fee or incur any other expense, liability or obligation in connection with the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are validprior to the Closing or have any obligation of the Acquiror or any of its Subsidiaries under any agreement, binding and certificate, document or instrument be effective until the Closing (except the authorization letters set forth in full force and effect and no event has occurred thatSection 8.5(c)(ii)(C)), (v) cause any director, officer, employee or stockholder of the Acquiror or any of its Subsidiaries to incur any personal liability, (vi) reasonably be expected to result in a violation or breach of, or a default (with or without notice, lapse of time, or both) under, any Material Contract to which the Acquiror or any of its Subsidiaries is a party, (vii) provide access to or disclose information that the Acquiror or any of its Subsidiaries determines would reasonably be expected to constitute a default jeopardize any attorney-client privilege or breach other applicable privilege or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions protection of the Debt Financing AgreementsAcquiror or any of its Subsidiaries (provided, other than any however, that, to the extent permitted by Law, the Acquiror shall inform the Company of the withholding thereof and, upon the Company’s request, use commercially reasonable efforts to provide such default, breach or failure that has been waived by the Lender or otherwise cured information in a timely manner by Purchasers to the satisfaction that would not jeopardize any attorney-client privilege or other applicable privilege or protection of the Lender and Purchasers do Acquiror or any of its Subsidiaries) or (viii) without limiting the cooperation contemplated by Section 8.5(c)(i)(B) above, require the Acquiror to prepare or deliver any pro forma financial information, projections or any other information that is not have any reason necessary or customary to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it include in the Debt Financing Agreements on or prior to the Closing Dateoffering materials for a syndicated term loan. (e) As of the Closing, and after giving effect to all of the transactions contemplated by this Agreement, Purchasers will be Solvent.

Debt Financing. (a) Purchasers have delivered Parent shall use its reasonable best efforts to Sellers true and complete copies of the executed definitive agreements dated as of the date hereof (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party to obtain the Debt Financing Agreements on the terms and conditions described in the Debt Financing Commitment Letters, including using its reasonable best efforts to (i) negotiate definitive agreements with respect thereto on terms and conditions contained therein, (ii) satisfy all conditions applicable to Parent in such definitive agreements, (iii) comply with its obligations under the “Lender”Debt Financing Commitment Letters, (iv) relating enforce its rights under the Debt Financing Commitment Letters and (v) in the event the Debt Financing Commitment Letters are terminated prior to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay obtain a renewal of, or cause to be fully paid any a substitute for, the Debt Financing Commitment Letters on terms and conditions comparable in all commitment fees and other fees required to be paid pursuant material respects to the terms and conditions contemplated in the Debt Financing Commitment Letters or on more favorable terms to Parent. Notwithstanding anything to the contrary in this Agreement, Parent and the Company agree that if at any time the conditions to closing set forth in Section 4.1 or Section 4.2 have been satisfied or waived (other than the conditions set forth in Section 4.2(d) and any conditions that may only be satisfied at Closing) and at such time the Notes (as defined in the Debt Financing Commitment Letters) have not been issued then Parent shall have a period of fifteen business days to either cause such Notes to be issued or cause the Interim Loans (as defined in the Debt Financing Commitment Letters) to be borrowed in full, it being understood that Parent shall not be required to cause such issuances or borrowings to occur if all conditions to Closing (other than Section 4.2(d)) are not satisfied at such time. In the event any portion of the Debt Financing Agreementsbecomes unavailable on terms and conditions comparable in all material respects to the terms and conditions contemplated in the Debt Financing Commitment Letters, Parent shall use its reasonable best efforts to arrange to obtain any such portion from alternative sources on comparable or more favorable terms to Parent. Parent shall give the Company prompt notice upon becoming aware of any material breach by any party of the Debt Financing Commitment Letters or any termination of the Debt Financing Commitment Letters. Parent shall keep the Company informed on a reasonable basis and in reasonable detail of the status of its efforts to arrange the Debt Financing and shall not permit any amendment or modification to be made to, or any waiver of any material provision or remedy under, the Debt Financing Commitment Letters if such amendment, modification, waiver or remedy reduces the aggregate amount of the Financing, amends the conditions to the drawdown of the financing or is adverse to the interests of the Company or the Amalgamated Company in any other respect. (b) Except as set forth Prior to the Closing, the Company shall provide, and shall cause its Subsidiaries to, and shall use reasonable best efforts to cause the respective officers, employees, Representatives, including legal and accounting, of the Company and its Subsidiaries to, provide all cooperation reasonably requested by Parent in connection with the Debt Financing on the terms and conditions described in the Debt Financing AgreementsCommitment Letters, there are no conditions precedent and shall cause (i) appropriate officers and employees to be available on a customary basis to meet with prospective lenders and investors in presentations, meetings, road shows and due diligence sessions, to assist with the preparation of disclosure documents in connection therewith, to execute and deliver customary certificates, legal opinions (which may be reasoned, if counsel reasonably believes it cannot give the opinion otherwise) or documents as may be reasonably requested by Parent, and (ii) its independent accountants and counsel to provide assistance to Parent, including providing consent, on a customary basis, to Parent to use their audit reports relating to the Company and its Subsidiaries and, at the cost of Parent, to provide any necessary “comfort letters” and to prepare and deliver other customary opinions or other contingencies to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financingdeliverables. (c) The Provided that Parent provides to the Company such information concerning Parent and its Subsidiaries and the Debt FinancingFinancing as the Company reasonably requests or requires in connection with the following, when funded the Company shall cause the following to occur: not later than 30 days before the Closing Date, the Administrative Agent (as defined in the Debt Financing Commitment Letters) shall have received audited, in the case of year end, and unaudited, in the case of interim (which have been reviewed by the independent accountants for the Company as provided in Statement on Auditing Standards No. 100), consolidated financial statements of the Company and its consolidated Subsidiaries (including Bermuda Limited and the Guarantors (as defined in the Debt Financing Commitment Letters)) and financial statements relating to completed or probable acquisitions (including pro forma financial statements), in each case required by and meeting the requirements of Regulation S-X that would apply to a Form S-1 registration statement being filed by the Company on such date of delivery under the Securities Act of 1933, as amended (except with respect to the financial statements of the Loral Transferred Satellites (as such term is used in the Form F-1 as filed by the Company with the SEC on April 22, 2004) and the pro forma financial information giving effect to the Company’s acquisition of the Loral Transferred Satellites, as modified in accordance with the terms letter of the Debt Financing AgreementsCompany to the SEC, shall provide Purchasers with acquisition financing dated August 26, 2003, and the SEC’s response thereto, dated August 28, 2003); provided that, if on any date during such 30-day period prior to the Closing Date sufficient to pay financial statements for a later period-end would be required if the Initial Purchase Price Company filed a registration statement on Form S-1 on such date, and to pay related fees and expenses. (d) The Debt Financing Agreements are validthe Administrative Agent requests that such financial statement be provided, binding then financial statements with such later period-end meeting the forgoing requirements shall have also been received reasonably promptly following such request and in full force and effect and no any event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing Date. (ed) As The Parties agree that nothing contained in this Agreement shall prevent any Subsidiary of the Closing, Company from providing the funds necessary to enable the Company to satisfy its obligations as and after giving effect to all when they come due under debt securities of the transactions contemplated by Company outstanding as of the date of this Agreement, Purchasers pursuant to the terms thereof. (e) Parent’s Debt Financing will be Solventcontain provisions with the same substance to clauses (i) and (ii) of the definition of Restricted Payments Carve-outs in Exhibit A to the Debt Financing Commitment Letter (relating to the ability to payments on existing indebtedness of the Company).

Debt Financing. (a) Purchasers have delivered Newco and Merger Sub shall use their respective commercially reasonable efforts to Sellers true obtain the Debt Financing on the terms and complete copies conditions set forth in the Debt Commitment Letter (or terms not materially less favorable to Newco or the Company (including with respect to the conditionality thereof)), including (i) maintaining in effect the Debt Commitment Letter and negotiating definitive agreements with respect to the Debt Commitment Letter on the terms and conditions set forth in the Debt Commitment Letter (or on terms not materially less favorable to Newco or Merger Sub than the terms and conditions in the Debt Commitment Letter), (ii) satisfying on a timely basis all conditions applicable to Newco and Merger Sub set forth in such definitive agreements that are within their reasonable control, and (iii) consummating the Debt Financing contemplated by the Debt Commitment Letter at or prior to the Closing (and in any event prior to the Termination Date). In the event that all conditions in the Debt Commitment Letter (other than the availability of funding of any of the executed definitive agreements dated Equity Financing) have been satisfied or, upon funding will be satisfied, Newco and Merger Sub shall use their commercially reasonable efforts to cause such lenders and the other Persons providing such Debt Financing to fund on the Closing Date the Debt Financing required to consummate the transactions contemplated by this Agreement and otherwise enforce its rights under the Debt Commitment Letter. Nothing herein or in the Debt Commitment Letter shall adversely affect the obligation of Newco and Merger Sub to ensure that the Equity Financing contemplated by the Equity Commitment Letter is sufficient to fully finance the Merger and the other transactions contemplated by this Agreement. (b) Neither Newco nor Merger Newco shall amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Debt Commitment Letter without the prior written consent of the Company if such amendment, alteration or waiver reduces the aggregate amount of the Debt Financing or amends the conditions precedent to the Debt Financing in a manner that would reasonably be expected to delay or prevent the Closing Date or make the funding of the Debt Financing less likely to occur; provided, however, that Newco and Merger Sub may replace and/or amend the Debt Commitment Letter so long as (i) the terms are not materially less favorable to Newco or the Company, including with respect to conditionality thereof, and (ii) the conditions to the Debt Financing set forth in the Debt Commitment Letter as of the date hereof (as they may would not be amendedmaterially expanded in a manner that would reasonably be expected to delay or prevent the Closing; and in any such event Newco shall disclose to the Company its intention to obtain such alternative financing, restated or modified from time to time in accordance with shall keep the Company informed of the terms hereofthereof and shall deliver to the Company final drafts of the commitment letter (the “New Debt Commitment Letter”) providing for such alternative financing and, collectivelyif requested to do so, the Company shall within a reasonable time (and in no event more than three (3) Business Days thereafter) inform Newco as to whether it agrees that such alternative financing is on terms not materially less favorable (including, with respect to the conditionality thereof) to the Company than the Debt Commitment Letter. If the Company so agrees, the term “Debt Financing Agreements”) entered into with the lender party Financing” as used herein shall be deemed to mean the Debt Financing Agreements (contemplated by the “Lender”) relating Debt Commitment Letter to the commitment extent not so superseded at the time in question and the New Debt Commitment Letter to the extent then in effect. Newco shall promptly (and in any event within one Business Day) notify the Company of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expensesexpiration or termination (or attempted or purported termination, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay whether or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms not valid) of the Debt Financing Agreements. (b) Except as set forth in the Debt Financing Agreements, there are no conditions precedent or other contingencies to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt FinancingCommitment Letter. (c) The Prior to the Effective Time, the Company shall (and the Company shall cause each of its Subsidiaries to) provide, and shall use its commercially reasonable efforts to cause its Representatives, to provide, all cooperation reasonably requested by Newco in connection with the arrangement of the Debt Financing, when funded in accordance including (i) assisting with the terms preparation of materials for bank information memoranda and similar documents required in connection with the Debt Financing; provided, however, that any such memoranda and similar documents need not be issued by the Company or its Subsidiaries; provided, further, that, any such memoranda shall contain disclosure and financial statements with respect to the Company and its Subsidiaries reflecting the Company and its Subsidiaries as the obligor, (ii) executing and delivering customary guarantee, pledge and security documents and related officer certificates or other documents as may be reasonably requested by Newco (including certificates of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions chief financial officer of the Debt Financing Agreements, Company or its Subsidiaries with respect to solvency and other than customary matters for use in their reports in any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers materials relating to the satisfaction Debt Financing) and otherwise reasonably facilitating the guaranteeing of obligations and the Lender pledging of collateral, (iii) furnishing Newco and Purchasers do not have any reason its financing sources with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Newco or its financing sources, including information related to believe that they will be unable to satisfy on a timely basis any term the Company or condition to closing to be satisfied its Subsidiaries required by it regulatory authorities including under applicable “know your customer” and anti money laundering rules and regulations, including the Patriot Act, and (iv) permitting the prospective lenders involved in the Debt Financing Agreements on to evaluate and appraise the Company’s and its Subsidiaries’ current assets and liabilities, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements; provided, however, that the notwithstanding the foregoing, no obligations of the Company, its Subsidiaries or their Representatives under any such agreement, certificate, document or instrument shall be effective until the Effective Time; provided, further, that nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company or its Subsidiaries; and provided, further, that neither the Company nor any of its Subsidiaries shall be required to pay any commitment fee or similar fee or incur any liability with respect to the Debt Financing prior to the Closing Date. (e) As Effective Time. Newco shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company in connection with such cooperation. The Company and each of its Subsidiaries hereby consent to the use of its 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 its Subsidiaries or the reputation or goodwill of the Closing, and after giving effect to all of the transactions contemplated by this Agreement, Purchasers will be SolventCompany or its Subsidiaries.

Debt Financing. (a) Purchasers have delivered The Purchaser Parties shall use their reasonable best efforts to Sellers true obtain the Debt Financing on the terms and complete copies of conditions set forth in the executed Commitment Letters (or terms, including with respect to the conditionality thereof, not materially less favorable to the Purchaser Parties than the terms and conditions in the Commitment Letters), including by (i) maintaining in effect the Commitment Letters and negotiating definitive agreements dated as of the date hereof (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into on such terms and conditions, (ii) ensuring the accuracy of all representations and warranties of the Purchaser Owner and its Subsidiaries set forth in the Commitment Letters and the Debt Financing Agreements, (iii) complying with all covenants and agreements of the lender party Purchaser Owner and its Subsidiaries set forth in the Commitment Letters and the Debt Financing Agreements, (iv) satisfying on a timely basis all conditions applicable to the Purchaser Owner and its Subsidiaries set forth in the Commitment Letters and the Debt Financing Agreements that are within their control and (v) consummating the “Lender”) relating Debt Financing at or prior to the commitment Closing. In the event that the conditions to the Purchaser Parties’ obligations under this Agreement have been satisfied or waived (or will be satisfied as of the Lender Closing), the Purchaser Parties shall, and shall cause their Subsidiaries to, use their reasonable best efforts to provide cause the full amount of Lenders to fund on the Initial Purchase Price and all related fees and expenses, collectively referred Closing Date the Debt Financing required to in consummate the transactions contemplated by this Agreement as and otherwise enforce their rights under the “Commitment Letters or the Debt Financing”Financing Agreements. At Closing, Purchasers The Purchaser Parties will fully pay or cause to be fully paid any furnish correct and all commitment fees and other fees required to be paid pursuant to the terms complete copies of the Debt Financing AgreementsAgreements to the Sellers promptly upon execution. (b) Except as The Purchaser Parties shall keep the Sellers reasonably informed concerning material developments relating to the Debt Financing and shall give the Sellers prompt notice of any material adverse change with respect to the Debt Financing. Without limiting the foregoing, the Purchaser Parties agree to notify the Sellers promptly, and in any event within one (1) Business Day, if at any time prior to the Closing Date (i) either Commitment Letter expires or is terminated for any reason (or if any person attempts or purports in writing to terminate either Commitment Letter, whether or not such attempted or purported termination is valid), (ii) a Lender refuses to provide or expresses an intent to refuse to provide all or any portion of the Debt Financing contemplated by a Commitment Letter on the terms set forth therein or (iii) the Purchaser Parties no longer believe in good faith that they will be able to obtain all or any portion of the Debt Financing on substantially the terms described in the Commitment Letters. Without the prior written consent of the Sellers, the Purchaser Parties shall not, nor shall they permit any of their 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 the Sellers, the Purchaser Owner and its Subsidiaries shall not amend or alter, or agree to amend or alter, the Commitment Letters (or, following execution, the Debt Financing Agreements) 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. If all or any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letters or the Debt Financing Agreements, there are no conditions precedent or other contingencies the Purchaser Owner and its Subsidiaries shall use their reasonable best efforts to arrange to promptly obtain such Debt Financing from alternative sources on terms, including with respect to the obligations of conditionality thereof, not materially less favorable to the Lender to provide Purchaser Owner and its Subsidiaries than the Debt Financing or any contingencies that would permit terms and conditions in the Lender to reduce the total Commitment Letters and in an amount of the Debt Financing. (c) The Debt Financingsufficient, when funded in accordance with added to the terms portion of the Debt Financing Agreementsthat is otherwise available, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay in cash all amounts required to be paid by them in connection with the Initial transactions contemplated by this Agreement, including the Purchase Price and to pay related all payments, fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions expenses of the Debt Financing Agreements, other than any such default, breach Purchaser Parties related to or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing Date. (e) As of the Closing, and after giving effect to all arising out of the transactions contemplated by this Agreement. (c) The Sellers shall use their commercially reasonable efforts to provide the Purchaser Parties with such cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by the Purchaser Parties, Purchasers will provided that (i) such requested cooperation does not unreasonably interfere with the operations of the Sellers or the administration of the Chapter 11 Cases and (ii) neither Seller nor any of its Affiliates shall be Solventrequired to pay any fee, cost or expense or incur any other liability in connection with the Debt Financing (unless any such fee, cost or expense is paid directly or advanced by the Purchaser Parties). All non-public or otherwise confidential information regarding the Sellers or the Business obtained pursuant to this Section 5.18(c) shall be kept confidential in accordance with the Confidentiality Agreement.

Debt Financing. (a) Purchasers have delivered Parent and HGV Borrower shall use reasonable best efforts to Sellers true and complete copies of the executed definitive agreements dated as of the date hereof (as they may be amendedtake, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any taken, all actions and all commitment fees and other fees required do, or cause to be paid pursuant done, as promptly as possible, all things necessary, proper or advisable to arrange the Committed Debt Financing on the terms and conditions described in the Debt Commitment Letter, including using reasonable best efforts to, as promptly as possible, (a) satisfy on a timely basis all conditions applicable to HGV Borrower, (b) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Debt Commitment Letter (including any related flex provisions) or on other terms that would not reasonably be expected to materially delay (taking into account the expected timing of the Marketing Period) or adversely affect the ability of HGV Borrower, from a conditionality and enforceability perspective, to consummate the transactions contemplated hereby and (c) consummate the Committed Debt Financing at or prior to the terms Closing. Parent shall give the Seller Representative prompt notice (and in any event no later than three (3) Business Days following) (i) of any actual breach or default under the Debt Commitment Letter of which Parent or HGV Borrower becomes aware and (ii) of any termination, repudiation, rescission, cancellation or expiration of the Debt Commitment Letter. Parent shall keep the Company and the Seller Representative informed on a reasonably current basis in reasonable detail of the status of Parent’s efforts to arrange the Committed Debt Financing Agreements. (b) Except as set forth or Alternative Financing and provide to the Company executed copies of the definitive documents related to the Committed Debt Financing or Alternative Financing. If any portion of the Committed Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing AgreementsCommitment Letter, there are no conditions precedent or other contingencies Parent shall use reasonable best efforts to obtain alternative financing, including from alternative sources on Commercially Reasonable Terms (“Alternative Financing”) as promptly as practicable following the occurrence of such event and the provisions of this Section 6.17(a) shall be applicable to the obligations of the Lender Alternative Financing and such Alternative Financing shall not impose any new or additional condition or otherwise expand any condition to provide the Debt Financing or any contingencies draw and other terms that would permit the Lender to reduce the total amount of the Debt Financing. (c) The Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on affect the part of Purchasers under availability thereof at the terms Closing. Parent and conditions of HGV Borrower shall (1) comply in all material respects with the Debt Financing AgreementsCommitment Letter and each definitive agreement with respect thereto (collectively, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in with the Debt Financing Agreements on or prior to Commitment Letter, the Closing Date. “Debt Documents”), (e2) As of the Closing, and after giving effect to all of the transactions contemplated by this Agreement, Purchasers will be Solvent.upon

Debt Financing. (a) Purchasers have delivered Buyer shall use its commercially reasonable efforts to Sellers true take, or cause to be taken, all actions and complete copies do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Debt Financing on the terms and conditions described in the Debt Commitment Letter by no later than on the Closing Date. Such actions shall include: (i) maintaining in full force and effect the Debt Commitment Letter in the form provided to the Seller and the Company concurrently with the execution of this Agreement, (ii) satisfying on a timely basis all of the conditions precedent to and covenants in the Debt Financing, (iii) promptly negotiating, executing and delivering definitive documents (“Debt Financing Documents”) that reflect the terms contained in the Debt Commitment Letter (including, as necessary, agreeing to any requested changes to the commitments thereunder in accordance with any “flex” provisions), in each case, which terms shall not in any respect expand on the conditions to the funding of the Debt Financing Proceeds at the Closing or reduce the aggregate amount of the Debt Financing Proceeds available to be funded on the Closing Date, (iv) drawing the full amount of the Debt Financing Proceeds and (v) promptly, diligently and fully enforcing its rights under the Debt Commitment Letter and the Debt Financing Documents in order to consummate the Debt Financing by no later than at the Closing including in the event of a breach by any lender providing such Debt Financing that impedes or delays the Closing (including by bringing one or more enforcement actions to enforce its rights thereunder). Buyer shall not, and shall not permit any of its Affiliates or Representatives to, without the prior written consent of the Seller, take or fail to take any action or enter into any transaction that could reasonably be expected to impair, restrict, delay or prevent consummation of the Debt Financing contemplated by the Debt Commitment Letter or reduce the proceeds thereof or otherwise delay or limit their availability. Buyer shall comply with all of its obligations under each of the Debt Financing Documents. Buyer shall not permit or consent to (w) any amendment, supplement or modification to be made to, or waiver or consent granted under, the Debt Commitment Letter if such amendment, supplement, consent, waiver or modification would directly or indirectly (A) change, expand or impose new conditions precedent to the funding of the Debt Financing Proceeds from those set forth therein on the date hereof, (B) change the timing of the funding of the Debt Financing Proceeds thereunder or reasonably be expected to impair, delay or prevent the availability of all or a portion of the Debt Financing Proceeds or the consummation of the Contemplated Transactions, (C) reduce the aggregate cash amount of the Debt Financing Proceeds (including by changing the amount of fees to be paid or original issue discount of the Debt Financing) or (D) otherwise adversely affect the ability of Buyer to consummate the Contemplated Transactions or the timing of the Closing (collectively, the “Restricted Commitment Letter Amendments”); provided, that subject to the limitations set forth in this Section 7.7, Buyer may amend the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed definitive agreements dated the Debt Commitment Letter as of the date hereof (but not to make any other changes), but only if the addition of such additional parties, individually or in the aggregate, would not (V) result in the occurrence of a Restricted Commitment Letter Amendment, (W) result in any waiver of any remedy under the Debt Commitment Letter, (X) result in early termination of the Debt Commitment Letter, (Y) prevent or delay the Closing, or (Z) adversely impact the ability of Buyer to enforce its rights against the other parties to the Debt Commitment Letter or the Debt Financing Documents or the ability of Buyer, Seller or the Company to consummate the transactions contemplated hereby and thereby. For purposes of this Agreement, references to the “Debt Commitment Letter” shall include such document as they may permitted or required by this Section 7.7 to be amended, restated modified or modified waived, in each case from time and after such amendment, modification or waiver. Buyer acknowledges and agrees that its obligations to time in accordance with consummate the terms hereof, collectively, the “Debt Financing Agreements”) entered into with the lender party to the Debt Financing Agreements (the “Lender”) relating to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay Contemplated Transactions are not conditioned or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms contingent upon receipt of the Debt Financing AgreementsProceeds and a failure of the Closing to occur because Buyer shall not have received the Debt Financing Proceeds shall constitute a breach of this Agreement by Buyer. Buyer shall keep the Seller fully informed, in all reasonable detail, of the status of its efforts to arrange and consummate the Debt Financing and of all material developments in respect thereof. Buyer shall provide the Seller with copies of any Debt Financing Documents (including drafts thereof) and such other information and documentation regarding the Debt Financing and any syndication efforts as shall be reasonably necessary to allow the Seller to monitor the progress of the Debt Financing. (b) Except as set forth Buyer shall promptly (and, in any event, within one (1) Business Day) notify the Seller in writing (i) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any breach or default) by any party to the Debt Commitment Letter or the Debt Financing AgreementsDocuments, there are no conditions precedent (ii) of the receipt by Buyer or any of its Affiliates or Representatives of any notice or other contingencies to the obligations of the Lender to provide communication from the Debt Financing Source, any lender or any contingencies other Person with respect to any (A) actual, threatened or alleged breach, default, termination or repudiation by any party to the Debt Commitment Letter or any Debt Financing Document or any provision of the Debt Financing contemplated pursuant to the Debt Commitment Letter or any Debt Financing Document (including any proposal by the Debt Financing Source, lender or other Person to withdraw, terminate or make a material change in the terms of (including the amount of the Debt Financing contemplated by) the Debt Commitment Letter or any Debt Financing Document) or (B) material dispute or disagreement between or among any parties to the Debt Commitment Letter or any Debt Financing Document, (iii) if for any reason Buyer believes in good faith that would (A) there is (or there is reasonably likely to be) a dispute or disagreement between or among any parties to the Debt Commitment Letter or any Debt Financing Document or (B) there is a material possibility that Buyer will not be able to obtain all or any portion of the Debt Financing on the terms, in the manner or from the sources contemplated by the Debt Commitment Letter or the Debt Financing Documents, and (iv) of the termination or expiration of the Debt Commitment Letter or any Debt Financing Document. As soon as reasonably practicable, but in any event within two (2) Business Days after the Seller delivers to Buyer a written request, Buyer shall provide any information reasonably requested by the Seller relating to any of the circumstances referred to in this Section 7.7(b). Buyer will not, and will not permit any of its Affiliates to, without the Lender prior written consent of Seller, take any action or enter into any transaction that could reasonably be expected to reduce the total amount impair, delay or prevent consummation of all or any portion of the Debt Financing. (c) The Debt FinancingIn the event of any Financing Failure Event, when funded Buyer shall (i) promptly notify Seller of such Financing Failure Event, and (ii) use its 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 arrange for and obtain as promptly as practicable following the occurrence of any such Financing Failure Event alternative debt financing in accordance with this Agreement (including that such alternative debt financing shall not include any terms that would be prohibited by Section 7.7(a) as amendments or modifications in the existing Debt Commitment Letter) (the “Alternative Financing”), including from alternative sources on whatever terms are then available to Buyer, whether or not such terms are more or less favorable to Buyer than the terms of the Debt Financing AgreementsCommitment Letter (including the flex conditions), shall provide Purchasers with acquisition financing on the Closing Date in an amount sufficient to pay consummate the Initial Purchase Price Contemplated Transactions and perform all of their obligations hereunder and make all payments specific in Section 5.5, it being understood and agreed that if Buyer proceeds with any Alternative Financing, Buyer shall be subject to pay the same obligations with respect to such Alternative Financing as set forth in this Agreement with respect to the Debt Financing. In the event that Alternative Financing is obtained, Buyer shall promptly provide the Seller with a copy of the new financing commitment letter, and each fee letter and term sheet (or engagement letter) associated therewith (provided, that provisions in the fee letter related solely to the amount of fees agreed to by the parties may be redacted), including all exhibits, schedules, annexes, supplements and expensesamendments thereto, that provides for such Alternative Financing (the “Alternative Financing Commitment Letter”). If the Debt Commitment Letter is amended, replaced, supplemented or otherwise modified, including as a result of obtaining Alternative Financing in accordance with this Section 7.7(c), or if Buyer substitutes other debt or equity financing for all or a portion of the Debt Financing, Buyer shall comply with its covenants in this Section 7.7 with respect to the Debt Financing Commitment as so amended, replaced, supplemented or otherwise modified; if applicable, any reference in this Agreement to “Debt Financing” shall include “Alternative Financing”, any reference to “Debt Commitment Letter” shall include the “Alternative Financing Commitment Letter” and any references to “Debt Financing Documents” shall include the definitive documentation relating to any such Alternative Financing. (d) The Debt Financing Agreements are validFrom the date hereof until the Closing Date, binding the Group Companies shall use commercially reasonable efforts to cause their respective officers, employees and advisors, including legal and accounting, to provide to Buyer, at Buyer’s sole expense, such reasonable cooperation in full force and effect and no event has occurred that, connection with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions arrangement of the Debt Financing Agreementsas is customary and may be reasonably requested by Buyer, other than any such defaultincluding using commercially reasonable efforts to: (i) upon reasonable notice, breach or failure that has been waived by the Lender or otherwise cured participate in a timely manner by Purchasers reasonable number of meetings and presentations with prospective lenders (but not more than one primary bank meeting), (ii) assist with the preparation of materials for bank information memoranda and similar documents reasonably necessary in connection with the Debt Financing, and (iii) furnish Buyer reasonably promptly with the historical financial statements of the Company identified in the section marked “Conditions Precedent to Close” in Exhibit A to the satisfaction Debt Commitment Letter (subject to the immediately following proviso, the “Required Financial Information”); provided, however, that the Company shall only be obligated to deliver such financial statements and information to the extent they may be reasonably obtained from the books and records of the Lender Company and Purchasers do its Subsidiaries without undue effort or expense and, in no event shall the Required Financial Information be deemed to include or shall the Company otherwise be required to provide pro forma financial statements or pro forma adjustments related to the Debt Financing; provided, further, that the Company shall not have be required to provide, or cause its Subsidiaries to provide, cooperation under this Section 7.7(d) that: (A) unreasonably interferes with the ongoing business of the Group Companies; (B) causes any reason covenant, representation or warranty in this Agreement to believe that they will be unable breached; (C) causes any closing condition set forth in Article IX to satisfy on a timely basis any term or condition to closing fail to be satisfied by it or otherwise causes the breach of this Agreement or any Contractual Obligation to which the any of the Group Companies is a party; (D) requires the Group Companies to incur any liability (including, without limitation, any commitment fees) in connection with the Debt Financing Agreements on or prior to the Closing DateClosing; (E) requires the Group Companies or their respective directors, officers, managers or employees to execute, deliver or enter into, or perform any agreement, document, certificate or instrument, including any Debt Financing Document, with respect to the Debt Financing and the directors and managers of the Group Companies shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained, (F) require Seller or the Group Parties to provide any legal opinion or other opinion of counsel, or any information that would, in its good faith opinion, result in a violation of applicable law or loss of attorney-client privilege, or (G) causes any representation or warranty in this Agreement to be breached, causes any closing condition set forth in Article IX to fail to be satisfied, or otherwise causes the breach of this Agreement. In no event shall the Company be in breach of this Agreement because of the failure to deliver any financial or other information that is not currently readily available to the Group Companies on the date hereof or is not otherwise prepared in the Ordinary Course of Business of the Group Companies at the time requested by Buyer or for the failure to obtain review of any financial or other information by its accountants. In no event shall the Seller or any Group Company be required to pay any commitment or other fee or incur any Liability (including due to any act or omission by the Seller, any Group Company or any of their respective Affiliates or Representatives) or expense (including legal and accounting expenses) in connection with assisting Buyer in arranging the Debt Financing or as a result of any information provided by the Seller, Group Company or any of their respective Affiliates or Representatives in connection therewith. The Group Companies hereby consents to the use of their logos in connection with the Debt Financing contemplated by the Debt Commitment Letter; provided, that such logos are used solely in a manner that is not intended to, nor reasonably likely to, harm or disparage the Group Companies or any of its respective products, services or Intellectual Property Rights. Any expenses, costs and/or fees incurred by the Group Companies or their Representatives in connection with the performance of their obligations under this Section 7.7 shall be added to the Aggregate Consideration Amount if the Contemplated Transactions are consummated, and if the Contemplated Transactions are not consummated, promptly reimbursed by Buyer following termination of this Agreement for any reason. Buyer shall ensure that any information provided to the Debt Financing Sources under this Agreement shall be subject to the Confidentiality Agreement, and shall indemnify and hold harmless the Seller and the Group Companies for any losses or liabilities arising from a breach thereof by the Debt Financing Source. (e) As of Notwithstanding anything to the Closing, and after giving effect to all of the transactions contemplated by contrary in this Agreement, Purchasers will none of the Group Companies or their Representatives shall be Solvent.required to take any action that would subject such Person to actual or potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with the Debt Financing or their performance of their respective obligations under this Section 7.7 and any information utilized in connection therewith. Buyer shall (i) promptly upon request by the Seller or the Group Companies, reimburse each of the Seller and the Group Companies for all out-of-pocket costs incurred in good faith by the Seller or the Group Companies, as applicable, in connection with the performance of their respective obligations under this Section 7.7 (including those of their Representatives, including legal and accounting) and (ii) indemnify and hold harmless the Seller, each Group Company, each employee and member thereof and t

Debt Financing. (a) Purchasers have delivered to Sellers true Parent and complete copies Merger Sub shall, at the direction of the executed Sponsor, negotiate, enter into and borrow under the definitive agreements dated as documentation relating to the Debt Financing; provided that the aggregate amount of Debt Financing funded at the Closing shall not be less than US$350,000,000 without the written consent of each of the date hereof (as they may Principal Investors. The Sponsor shall be amended, restated or modified from time to time in accordance with the primary negotiators on behalf of Parent and Merger Sub regarding the terms hereof, collectively, of the “definitive documentation relating to the Debt Financing Agreements”) entered into Financing. The Investors shall work together and cooperate in good faith in connection with arranging and negotiating the lender party full documentation relating to the Debt Financing. Each Investor shall provide such assistance in connection with arranging and negotiating the full documentation relating to the Debt Financing Agreements as may be reasonably requested by the Sponsor. (b) To the “Lender”) relating extent legally permissible, each of the Investors shall furnish the lenders of the Debt Financing, as promptly as reasonably practicable, with financial and know-your-client information and execute and deliver such financing documents, certificates and other supporting documentation as are reasonably or customarily requested by the lenders of the Debt Financing, subject to appropriate confidentiality undertakings satisfactory to each of the Investors. In addition, each of the Investors shall use reasonable best efforts, to the commitment extent legally permissible, to furnish the lenders of the Lender to provide Debt Financing with information reasonably or customarily requested (and in such Investor’s possession) by them regarding the full amount financial condition, business, operations and assets of the Initial Purchase Price Company, in order for them to evaluate the Company and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms of the Debt Financing Agreements. (b) Except as set forth Financing. Each of the Investors further agrees to reasonably assist in providing information required for the preparation of materials for the lenders of the Debt Financing AgreementsFinancing, there are no conditions precedent or other contingencies including information memoranda and similar documents required in connection with the Debt Financing. For the avoidance of doubt, nothing in this Section 1.4(b) shall be construed to create any obligation on the part of any Investor to personally pledge any collateral in connection with the Debt Financing, and the obligations of the Lender Investors under this Section 1.4(b) shall be subject to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount fiduciary duties and other obligations of the Debt FinancingInvestors under applicable Laws. (c) The Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing Date. (e) As of the Closing, and after giving effect to all of the transactions contemplated by this Agreement, Purchasers will be Solvent.

Debt Financing. (ai) Purchasers have delivered Each of Parent and Merger Sub shall use their respective reasonable best efforts to Sellers true take, or cause to be taken, all actions and complete copies to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letter, including using its reasonable best efforts to (i) maintain in full force and effect the Debt Commitment Letter, (ii) satisfy, or cause to be satisfied, on a timely basis, all conditions to Parent and Merger Sub obtaining the Debt Financing set forth therein (including the payment of any fees required as a condition to the Debt Financing) required to pay the applicable portion of the executed Required Amount contemplated by the Debt Commitment Letter that are to be satisfied by Parent or Merger Sub, (iii) negotiate and enter into definitive agreements dated with respect to the Debt Financing on the terms and conditions contemplated by the Debt Commitment Letter (including any related flex provisions) or on other terms that are in the aggregate not materially less favorable, taken as of a whole, to Parent (including with respect to conditions set forth in the date hereof Debt Commitment Letter) so that such agreements are in effect not later than the Acceptance Time so as to enable Parent and Merger Sub to comply with their obligations under Section 1.1(e), and (as they may be amended, restated or modified from time iv) using its reasonable best efforts to time cause the Debt Financing Sources to provide the Debt Financing in accordance with the terms hereofthereof, collectivelyand so as to enable Parent and Merger Sub to comply with their obligations under Section 1.1(e), the “Debt Financing Agreements”) entered into with the lender party to the Debt extent the proceeds thereof are required for the Financing Agreements Purposes. Parent and Merger Sub shall give the Company prompt written notice (the “Lender”and in any event within one Business Day) relating to the commitment (A) of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, collectively referred to in this Agreement as the “Debt Financing”. At Closing, Purchasers will fully pay any breach or cause to be fully paid any and all commitment fees and other fees required to be paid pursuant to the terms of the Debt Financing Agreements. default (b) Except as set forth in the Debt Financing Agreements, there are no conditions precedent or other contingencies to the obligations of the Lender to provide the Debt Financing or any contingencies that would permit the Lender to reduce the total amount of the Debt Financing. (c) The Debt Financing, when funded in accordance with the terms of the Debt Financing Agreements, shall provide Purchasers with acquisition financing on the Closing Date sufficient to pay the Initial Purchase Price and to pay related fees and expenses. (d) The Debt Financing Agreements are valid, binding and in full force and effect and no event has occurred or circumstance that, with or without notice, lapse of time, time or both, would reasonably be expected to constitute a default or result in breach or default) by any party to the Debt Commitment Letter of which Parent or Merger Sub becomes aware, (B) if and when Parent and/or Merger Sub becomes aware that any portion of the Debt Financing contemplated by the Debt Commitment Letter would not reasonably be expected to be available for the Financing Purposes, (C) of the receipt of any written notice or other written communication from any Person with respect to any (1) actual or potential breach, default, termination or repudiation by any party to the Debt Commitment Letter or (2) material dispute or disagreement between or among any parties to the Debt Commitment Letter (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Debt Financing) and (D) of any expiration or termination of the Debt Commitment Letter. As soon as reasonably practicable, each of Parent and/or Merger Sub shall provide any information available to such party that is reasonably requested by the Company relating to any circumstance referred to in clause (A), (B), (C) or (D) of the immediately preceding sentence. Without limiting the foregoing, upon reasonable request by the Company, Parent and Merger Sub shall keep the Company informed on a failure reasonably current basis and in reasonable detail of the status of their efforts to satisfy a condition precedent arrange the Debt Financing. If any portion of the Debt Financing becomes, or would reasonably be expected to become, unavailable (whether through expiration, termination or otherwise) on the part of Purchasers under the terms and conditions contemplated in the Debt Commitment Letter (after taking into account flex terms), Parent and Merger Sub shall use their respective reasonable best efforts to arrange and obtain alternative financing, including from alternative sources, on terms that in the aggregate are not materially less favorable to Parent and Merger Sub (including with respect to any conditions to the Debt Financing) than the Debt Financing contemplated by the Debt Commitment Letter and in an amount that is sufficient to replace any unavailable portion of the Debt Financing Agreements(“Alternative Financing”) as promptly as practicable following the occurrence of such event (and in no event later than one Business Day prior to the Acceptance Time or such earlier time as may be necessary so as to enable Parent and Merger Sub to comply with their obligations under Section 1.1(e)), other than any and the provisions of this Section 6.16(b) shall be applicable to the Alternative Financing, and all references to the Debt Financing shall be deemed to include such defaultAlternative Financing and all references to the Debt Commitment Letter shall include the applicable documents for the Alternative Financing. Parent and Merger Sub shall (1) comply with the Debt Commitment Letter, breach or failure that has been waived by (2) use reasonable best efforts to (x) enforce their rights under the Lender or otherwise cured in a timely manner by Purchasers Debt Commitment Letter and (y) subject to the satisfaction or waiver of the Lender conditions precedent thereto, cause the Debt Financing Sources to fund the Debt Financing pursuant to the terms thereof (it being understood and Purchasers do not agreed that neither Parent nor Merger Sub shall have any reason obligation to believe that they will be unable to satisfy on a timely basis litigate or contest any term action, lawsuit or condition to closing other legal, regulatory or other Proceeding in respect thereof) and (3) not permit, without the prior written consent of the Company, any material amendment or modification to be satisfied by it made to, or any termination, rescission or withdrawal of, or any material waiver of any provision or remedy under, the Debt Commitment Letter or the fee letter referred to in the Debt Commitment Letter that (individually or in the aggregate with any other amendments, modifications or waivers) would reasonably be expected to (x) reduce the aggregate amount of the Debt Financing Agreements on available thereunder (including by changing the amount of fees to be paid or prior original issue discount thereof), or (y) impose any new or additional condition, or otherwise amend, modify or expand any condition, to the receipt of any portion of the Debt Financing in a manner that would reasonably be expected to (I) delay or prevent the Closing Date. , (eII) As make the funding of any portion of the ClosingDebt Financing (or satisfaction of any condition to obtaining any portion of the Debt Financing) less likely to occur or (III) adversely impact (a) the ability of Parent or Merger Sub to enforce their respective rights against any other party to the Debt Commitment Letter or (b) the ability of Parent or Merger Sub to consummate the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, compliance by ▇▇▇▇▇▇ and after giving effect Merger Sub with this Section 6.16(b) shall not relieve Parent and Merger Sub of their respective obligation to all of consummate the transactions contemplated by this Agreement, Purchasers will be Solventwhether or not the Debt Financing or Alternative Financing is available. Parent shall promptly deliver to the Company true and complete copies of all agreements pursuant to which any such Alternative Financing source shall have committed to provide Parent and/or Merger with any portion of such Alternative Financing. (ii) ▇▇▇▇▇▇ and Merger Sub shall indemnify, defend and hold harmless the Company and the Company Subsidiaries, and their respective directors, officers, employees and other Representatives, from and against any and all damages incurred, directly or indirectly, in connection with the Debt Financing or any information provided in connection therewith. Parent shall promptly reimburse the Company and the Company Subsidiaries, as applicable, for all reasonable and documented out-of-pocket costs (including reasonable attorneys’ fees and ratings agencies’ fees) incurred by the Company or the Company Subsidiaries in connection with the cooperation described in Section 6.15 or otherwise in connection with the Debt Financing.

Debt Financing. (a) Purchasers The Sabine Parties have delivered to Sellers true Forest a true, complete and complete copies correct copy of the executed definitive agreements amended and restated commitment letter dated as of [ ], 2014 (the date hereof “Commitment Letter”) from the lenders party thereto (as they may be amended, restated or modified from time to time in accordance with the terms hereof, collectively, the “Debt Financing AgreementsLenders”) entered into with pursuant to which the lender party Lenders have agreed, subject to the Debt Financing Agreements terms and conditions thereof, to provide the debt amounts as set forth therein (the “LenderFinancing Commitments”) relating ). The Financing Commitments pursuant to the commitment of the Lender to provide the full amount of the Initial Purchase Price and all related fees and expenses, Commitment Letter is collectively referred to in this Agreement as the “Debt Financing”. At Closing.” As of the date hereof, Purchasers will fully pay the Commitment Letter is in full force and effect and valid and binding, except as such enforcement may be limited by laws affecting the enforcement of creditors’ rights generally or cause to be fully by general equitable principles, and the Sabine Parties have paid in full any and all commitment fees and or other fees required to be paid pursuant to the terms of the Debt Commitment Letter on or before the date of this Agreement. As of the date hereof, except for the Financing Agreements. (b) Except as set forth Commitments and fee letters related to the Financing Commitments, redacted copies of which, in the case of the fee letters, have been provided to Forest (it being understood that such redactions shall be made in a manner satisfactory to the Financing Sources so long as they do not redact provisions, if any, that concern the amounts or conditionality of, or contain any conditions precedent to, the funding of the Debt Financing AgreementsFinancing), there are no conditions precedent or other contingencies Contracts that would permit the parties to the obligations Financing Commitments to reduce the amount of the Lender to provide the Debt Financing or any contingencies that would permit otherwise affect the Lender to reduce the total amount availability of the Debt Financing. (cb) The Assuming the satisfaction of the conditions in Sections 7.1 and 7.2 and that the Debt Financing is funded in accordance with the terms of the Commitment Letters, the Debt Financing, when funded in accordance with the terms of the Debt Financing AgreementsCommitment Letters, shall provide Purchasers the Sabine Parties with acquisition financing on the Closing Date cash proceeds sufficient to (i) refinance that certain Third Amended and Restated Credit Agreement, dated as of June 30, 2011, among Forest, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties thereto (as amended, supplemented or otherwise modified, the “Existing Forest Credit Agreement”), (ii) refinance the Notes in whole or in part including by consummating the Debt Offer (clauses (i) and (ii), together, the “Refinancing”) and (iii) pay any fees or expenses of or payable by the Initial Purchase Price Sabine Parties in connection with the Refinancing and to pay related fees and expensesthe Debt Financing. (dc) The Debt Financing Agreements are valid, binding and in full force and effect and In no event has occurred thatshall the receipt or availability of any funds or financing (including the Debt Financing) by the Sabine Parties, with AIV Holdings or without notice, lapse of time, or both, would reasonably any Affiliate be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Purchasers under the terms and conditions of the Debt Financing Agreements, other than any such default, breach or failure that has been waived by the Lender or otherwise cured in a timely manner by Purchasers to the satisfaction of the Lender and Purchasers do not have any reason to believe that they will be unable to satisfy on a timely basis any term Sabine Parties’ or condition to closing to be satisfied by it in the Debt Financing Agreements on or prior to the Closing DateAIV Holdings’ obligations hereunder. (e) As of the Closing, and after giving effect to all of the transactions contemplated by this Agreement, Purchasers will be Solvent.