Common use of Financing Covenants Clause in Contracts

Financing Covenants. (a) The Parent and the Purchaser shall use their commercially reasonable efforts to arrange and obtain the Financing, including using their commercially reasonable efforts to (i) maintain in effect the Debt Commitment Letter (subject to any amendment, supplement, replacement, substitution, termination or other modification or waiver that is not prohibited by clause (c) below), (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letter (including the flex provisions) or on other terms taken as a whole, not materially less favorable to the Parent and the Purchaser, (iii) satisfy, or obtain a waiver thereof, on a timely basis all conditions to funding the Debt Commitment Letter and such definitive agreements related thereto, (iv) assuming that all conditions contained in the Debt Commitment Letter or such definitive agreements related thereto have been satisfied, consummate the Financing at or prior to the Effective Time and (v) to the extent the Financing Parties party thereto do not fund the Financing in accordance with the terms of the Debt Commitment Letter or such definitive agreements related thereto, enforce their rights under the Debt Commitment Letter or such definitive agreements, as applicable. (b) The Parent shall keep the Company reasonably informed with respect to all material activity concerning the status of the Financing contemplated by the Debt Commitment Letter and shall give the Company notice of any material adverse change with respect to the Financing as promptly as practicable. The Parent and the Purchaser shall give the Company prompt notice (w) of the termination, repudiation, rescission, cancellation or expiration of the Debt Commitment Letter or the definitive agreements related to the Financing (including in accordance with the last sentence of clause (c) below, if applicable), (x) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party to the Debt Commitment Letter, or any definitive agreements related to the Financing, in each case of which the Parent or the Purchaser becomes aware, (y) of the receipt of any written notice or other written communication, in each case received from any Financing Party with respect to any (1) breach of the Parent’s or the Purchaser’s obligations under the Debt Commitment Letter or definitive agreements related to the Financing, or actual or potential default, termination or repudiation by any party to any of the Debt Commitment Letter or definitive agreements related to the Financing (including any proposal by any Financing Party, lender or other Person to withdraw, terminate, repudiate, rescind or make a material change in the terms of the Debt Commitment Letter) or (2) material dispute between or among any parties to the Debt Commitment Letter or definitive agreements related to the Financing and (z) of the receipt of any written notice or other written communication on the basis of which the Parent expects that a party to the Financing will fail to fund the Financing or is reducing the amount of the Financing. As soon as reasonably practicable, but in any event within three Business Days of the date the Company delivers to the Parent or the Purchaser a written request, the Parent and the Purchaser shall provide any information reasonably requested by the Company relating to any circumstance referred to in clauses (w), (x), (y) or (z) of the immediately preceding sentence. (c) The Parent shall have the right from time to time to amend, supplement, replace, substitute, terminate or otherwise modify or waive its rights under the Debt Commitment Letter, including to (i) add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement or (ii) terminate or reduce any commitments under the Debt Commitment Letter in order to obtain alternative sources of debt financing in lieu of all or a portion of the Financing; provided that no such amendment, supplement, replacement, substitution, termination, modification or waiver shall (A) reduce the aggregate amount of available Financing (including by increasing the amount of fees to be paid or original issue discount to less than the amount required to consummate the transactions contemplated by this Agreement (when taken together with all cash on hand, available lines of credit and other sources of immediately available funds available to the Parent), (B) impose new or additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the existing Debt Commitment Letter, (C) adversely change the timing of the funding of the Financing in a manner that is reasonably expected to impair, delay or prevent the availability of all or a portion of the Financing or the consummation of the transactions contemplated by this Agreement or (D) otherwise materially adversely affect the ability of the Parent to consummate the transactions contemplated by this Agreement. The Parent shall furnish to the Company a copy of any executed written amendment, supplement, replacement, substitution, termination, modification or waiver of the Debt Commitment Letter. (d) In the event that any portion of the Financing necessary for the Parent to complete the Arrangement becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter (including the flex provisions) (other than as a result of the Company’s breach of any provision of this Agreement or failure to satisfy the conditions set forth in Section 6.3), (i) the Parent shall promptly notify the Company and (ii) the Parent and the Purchaser shall use their commercially reasonable efforts to (A) arrange and obtain, as promptly as practicable following the occurrence of such event, any such portion from alternative sources (an “Alternative Financing”) on terms that (i) taken as whole, are no more adverse to the Parent and the Purchaser than the existing Debt Commitment Letter (including after giving effect to the market flex provisions), (ii) do not impose new or additional conditions precedent or expand upon the conditions precedent to the Financing set forth in the existing Debt Commitment Letter and (iii) do not reduce the aggregate amount of available Financing to less than the amount required to consummate the transactions contemplated by this Agreement and (B) provide the Company with a copy of the new financing commitment that provides for such Alternative Financing (including all related exhibits, schedules, annexes, supplements and term sheets thereto, and including any related fee letter, which may be redacted in a manner consistent with Paragraph 7 of Schedule D, as each of the foregoing may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time thereafter in compliance with this Section 4.12, the “Alternative Financing Commitment Letter”). Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Parent or its Affiliates be required to pay any fees or any interest rates applicable to the Alternative Financing in excess of those contemplated by the Debt Commitment Letter as in effect on the date hereof (including the market flex provisions) or agree to any term (including any market flex term) less favorable to Parent than such term contained in the Debt Commitment Letter as in effect on the date hereof (including the market flex provisions). (e) For purposes of this Agreement (other than with respect to representations in this Agreement made by or with respect to the Parent or the Purchaser that speak as of the date hereof or another specified date), references to the “Debt Commitment Letter” shall include such document as permitted or required by this Section 4.12 to be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived, in each case from and after such amendment, supplement, replacement, substitution, termination or other modification or waiver and, for the avoidance of doubt, references to “Financing” shall include, in whole or in part (as applicable), any supplemental, replacement or substitute financing provided for thereunder. (f) The Parent and the Purchaser acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, the obligations to perform their respective agreements hereunder, including to complete the Arrangement subject to the terms and conditions hereof, are not conditioned on obtaining of the Financing or any Alternative Financing or on the performance of any party to the Debt Commitment Letter.

Financing Covenants. (a) The Parent If required to comply with its obligations under this Agreement (including its obligations under Section 5.03, and including to consummate the transactions contemplated hereby and satisfy regulatory capital requirements applicable to Purchaser shall use their commercially reasonable efforts or any of its Affiliates related to arrange and obtain or arising out of the Financingconsummation of the transactions contemplated hereby or the Purchased Assets), including using their commercially reasonable efforts to (i) maintain Purchaser shall, and shall cause its Affiliates to, take, or to cause to be taken, all such actions as may be necessary to arrange the Debt Financing on substantially the terms and conditions described in effect the Debt Commitment Letter Letter, including (subject A) to any amendment, supplement, replacement, substitution, termination or other modification or waiver that is not prohibited by clause (c) below), (ii) negotiate and enter into the definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letter (including including, as necessary, the flex provisions“flex” provisions contained in any related fee letter) or on other terms taken as a wholeby the Closing Date, not materially less favorable and (B) to the Parent and the Purchaser, (iii) satisfy, satisfy or obtain a the waiver thereofof, on a timely basis all conditions to funding obtaining the Debt Financing and to comply with all of Purchaser’s obligations pursuant to the Debt Commitment Letter and such the definitive agreements related thereto, ; (ivii) assuming in the event that all conditions to funding the commitments contained in the Debt Commitment Letter or such definitive agreements related thereto have been satisfied, Purchaser shall cause the Financing Source to fund the Debt Financing required to consummate the transactions contemplated by this Agreement, pay related fees and expenses and satisfy all regulatory capital requirements applicable to Purchaser related to or arising out of the consummation of the transactions contemplated hereby or the Purchased Assets, in each case on the Closing Date (including by taking enforcement action to cause the Financing at Source to provide the Debt Financing); and (iii) Purchaser shall not release or prior consent to the Effective Time and (v) to the extent the Financing Parties party thereto do not fund the Financing in accordance with the terms termination of the Debt Commitment Letter or such definitive agreements related thereto, enforce their rights commitments and obligations of the lenders under the Debt Commitment Letter or such definitive agreements, as applicable. (b) The Parent nor shall keep the Company reasonably informed with respect to all material activity concerning the status of the Financing contemplated by Purchaser terminate the Debt Commitment Letter and Letter. Purchaser shall give the Company Seller prompt notice of any material adverse change with respect breach by any party to the Financing as promptly as practicable. The Parent and the Purchaser shall give the Company prompt notice (w) of the termination, repudiation, rescission, cancellation or expiration of the Debt Commitment Letter or the definitive agreements related to the Financing (including in accordance with the last sentence thereto of clause (c) below, if applicable), (x) of any breach or default (which Purchaser has become aware or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party to the Debt Commitment Letter, or any definitive agreements related to the Financing, in each case of which the Parent or the Purchaser becomes aware, (y) of the receipt of any written notice or other written communication, in each case received from any Financing Party with respect to any (1) breach of the Parent’s or the Purchaser’s obligations under the Debt Commitment Letter or definitive agreements related to the Financing, or actual or potential default, termination or repudiation by any party to any of the Debt Commitment Letter or such definitive agreements related agreements. In the event that the Debt Financing is required for Purchaser to the Financing comply with its obligations under this Agreement (including any proposal by any Financing Partyits obligations under Section 5.03, lender or other Person to withdraw, terminate, repudiate, rescind or make a material change in the terms of the Debt Commitment Letter) or (2) material dispute between or among any parties to the Debt Commitment Letter or definitive agreements related to the Financing and (z) of the receipt of any written notice or other written communication on the basis of which the Parent expects that a party to the Financing will fail to fund the Financing or is reducing the amount of the Financing. As soon as reasonably practicable, but in any event within three Business Days of the date the Company delivers to the Parent or the Purchaser a written request, the Parent and the Purchaser shall provide any information reasonably requested by the Company relating to any circumstance referred to in clauses (w), (x), (y) or (z) of the immediately preceding sentence. (c) The Parent shall have the right from time to time to amend, supplement, replace, substitute, terminate or otherwise modify or waive its rights under the Debt Commitment Letter, including to (i) add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement or (ii) terminate or reduce any commitments under the Debt Commitment Letter in order to obtain alternative sources of debt financing in lieu of all or a portion of the Financing; provided that no such amendment, supplement, replacement, substitution, termination, modification or waiver shall (A) reduce the aggregate amount of available Financing (including by increasing the amount of fees to be paid or original issue discount to less than the amount required to consummate the transactions contemplated by this Agreement (when taken together with all cash on hand, available lines hereby and satisfy regulatory capital requirements applicable to Purchaser or any of credit and other sources its Affiliates related to or arising out of immediately available funds available to the Parent), (B) impose new or additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the existing Debt Commitment Letter, (C) adversely change the timing of the funding of the Financing in a manner that is reasonably expected to impair, delay or prevent the availability of all or a portion of the Financing or the consummation of the transactions contemplated by this Agreement hereby or (D) otherwise materially adversely affect the ability of the Parent to consummate the transactions contemplated by this Agreement. The Parent shall furnish to the Company a copy of any executed written amendmentPurchased Assets), supplement, replacement, substitution, termination, modification or waiver of the Debt Commitment Letter. (d) In the event that and any portion of the Debt Financing necessary for the Parent to complete the Arrangement becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter (including the flex provisions) (other than as a result of the Company’s breach of any provision of this Agreement or failure to satisfy the conditions set forth in Section 6.3)unavailable, (i) the Parent shall promptly notify the Company and (ii) the Parent and the Purchaser shall use their commercially reasonable efforts to (A) arrange and obtain, as promptly as practicable following the occurrence of such event, alternative debt financing for any such portion from alternative debt sources (an “Alternative Financing”) on terms in an amount that (i) taken as whole, are no more adverse to the Parent and the will still enable Purchaser than the existing Debt Commitment Letter (including after giving effect to the market flex provisions), (ii) do not impose new or additional conditions precedent or expand upon the conditions precedent to the Financing set forth in the existing Debt Commitment Letter and (iii) do not reduce the aggregate amount of available Financing to less than the amount required to consummate the transactions contemplated by this Agreement and satisfy regulatory capital requirements applicable to Purchaser or any of its Affiliates related to or arising out of the consummation of the transactions contemplated hereby or the Purchased Assets, and (B) provide promptly notify Seller of such unavailability and the Company reason therefor. If obtained, Purchaser shall deliver to Seller true and complete copies of all agreements (including redacted copies of engagement and fee letters, removing only fee amounts, market “flex” provisions and certain other terms (none of which concern or would adversely affect the amounts, availability, timing or conditionality of the Debt Financing), but including all fee amounts payable in connection with a copy termination of the new financing commitment that provides for such Alternative Financing (including all related exhibits, schedules, annexes, supplements and term sheets thereto, and including any related fee letter, which may be redacted in a manner consistent with Paragraph 7 of Schedule D, as each of the foregoing may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time thereafter in compliance with this Section 4.12, the “Alternative Financing Commitment Letter”). Notwithstanding anything to the contrary contained in this Agreement) pursuant to which any such alternative source shall have committed to provide Purchaser with Alternative Financing. Purchaser shall not, in no event shall the Parent without Seller’s prior written consent, permit any amendment or its Affiliates be required to pay any fees modification to, or any interest rates applicable to the Alternative Financing in excess waiver of those contemplated by any provision or remedy under, the Debt Commitment Letter or any definitive agreements related thereto unless the terms of the Debt Commitment Letter or definitive agreements related thereto, in each case as in effect on the date hereof (including the market flex provisions) so amended, modified or agree waived, are substantially similar to any term (including any market flex term) less favorable to Parent than such term contained those in the Debt Commitment Letter as in or definitive agreement related thereto, prior to giving effect on the date hereof (including the market flex provisions). (e) For purposes of this Agreement to such amendment, modification or waiver (other than with respect economic terms, which shall be as good as or better for Purchaser than those in the Debt Commitment Letter or definitive agreement relating thereto prior to representations giving effect to such amendment, modification or waiver); provided that in the case of amendments, modifications or waivers of the Debt Commitment Letter or a definitive agreement relating thereto, the foregoing shall only apply if such amendment, modification or waiver (x) would reasonably be expected to (i) adversely affect the ability or likelihood of Purchaser timely consummating the transactions contemplated by this Agreement made by or satisfying regulatory capital requirements applicable to Purchaser or any of its Affiliates related to or arising out of the consummation of the transactions contemplated hereby or the Purchased Assets or (ii) make the timely funding of the Debt Financing or the satisfaction of the conditions to obtaining the Debt Financing less likely to occur, (y) reduces the amount of the Debt Financing or (z) adversely affects the ability of Purchaser to enforce its rights against other parties to the Debt Commitment Letter or the definitive agreements relating thereto. Purchaser shall provide Seller with prompt written notice of the receipt of any notice or other communication from the Financing Source with respect to the Parent Financing Source’s failure or anticipated failure to fund its commitments under the Debt Commitment Letter or definitive agreement in connection therewith. Upon Seller’s written request, Purchaser that speak as shall provide Seller with the status of Purchaser’s efforts to consummate the Debt Financing. Purchaser shall have the right to substitute the net cash proceeds received by Purchaser after the date hereof or another specified date), references and prior to the “Debt Commitment Letter” shall include such document as permitted or required by this Section 4.12 to be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived, in each case Closing Date from and after such amendment, supplement, replacement, substitution, termination consummated offerings or other modification incurrences of long-term non-callable debt (including notes) with a maturity date on or waiver andafter December 31, 2021 by Purchaser for the avoidance of doubt, references to “Financing” shall include, in whole all or in part (as applicable), any supplemental, replacement or substitute financing provided for thereunder. (f) The Parent and the Purchaser acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, the obligations to perform their respective agreements hereunder, including to complete the Arrangement subject to the terms and conditions hereof, are not conditioned on obtaining portion of the Debt Financing or any Alternative Financing or on the performance of any party to by reducing commitments under the Debt Commitment Letter; provided that (i) to the extent any such debt has a special or mandatory redemption right, such right is not exercisable prior to the earlier of the consummation of the transactions contemplated by this Agreement on the Closing Date or the termination of this Agreement, (ii) such offering or other incurrence of debt does not result in a breach or default under, or violation of, the Debt Commitment Letter, (iii) the aggregate amount of the Debt Financing committed under the Debt Commitment Letter following such reduction, together with other cash and cash equivalents available to Purchaser, is sufficient to pay all amounts required to be paid in connection with the transactions contemplated by this Agreement and to satisfy regulatory capital requirements applicable to Purchaser or any of its Affiliates related to or arising out of the consummation of the transactions contemplated hereby or the Purchased Assets and (iv) Purchaser promptly notifies Seller of such substitution and reduction. (b) Seller shall use, and shall cause its Subsidiaries and its and their respective Representatives to use, Commercially Reasonable Efforts to cooperate, on a timely basis, with Purchaser in connection with the Debt Financing (provided that any cooperation shall not unreasonably interfere with the business or operations of Seller or its Subsidiaries), including (i) providing reasonable assistance in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda, private placement memoranda and other customary marketing and syndication materials reasonably requested by Purchaser or any of its Affiliates in connection with the Debt Financing; (ii) reasonably cooperating with the Financing Source or prospective financing sources (including lenders, underwriters, initial purchasers or placement agents) for the Debt Financing (together with the arrangers and the partners, stockholders, managers, members, directors, attorneys, officers, employees, advisors, accountants, consultants, agents, Affiliates and Representatives and successors of any of the foregoing) and their respective agents’ due diligence, including providing access to documentation reasonably requested by any such Person in connection with the Debt Financing; and (iii) assisting in preparing customary rating agency presentations and causing appropriate members of Seller’s management to participate in a reasonable number of sessions with rating agencies in connection with the Debt Financing. Notwithstanding the foregoing, neither Seller nor any of its Affiliates shall be required (A) to prepare, create or provide (unless previously prepared and available) any financial information or financial statements in respect of Seller, any of its Affiliates or the Purchased Assets in connection with any Debt Financing or (B) to take any action that would subject it 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 (other than reasonable out-of-pocket costs and expenses) or incur any other Liability or provide or agree to provide any indemnity in connection with the Debt Financing or any of the foregoing. Purchaser shall, (1) promptly upon request by Seller, reimburse Seller for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Seller in connection with the assistance of Seller contemplated by this Section 5.05(b) and (2) indemnify and hold harmless the Seller and its Subsidiaries and their respective Representatives from and against any and all losses, claims, damages, liabilities, costs, reasonable attorneys’ fees, judgments, fines, penalties and amounts paid in settlement provided such settlement has been entered into with Purchaser’s written consent (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) suffered or incurred in connection with any financing or other securities offering of Purchaser or any assistance or activities provided in connection therewith.

Financing Covenants. (a) The Parent and the Purchaser Merger Sub shall (and shall cause their Subsidiaries to) use their commercially reasonable best efforts to arrange and obtain the Financing, including using their commercially reasonable best efforts to (i) maintain in effect the Debt Commitment Letter Letters (subject to any amendment, supplement, replacement, substitution, termination or other modification or waiver that is not prohibited by clause (c) below), (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Commitment Letters (including, with respect to the Debt Commitment Letter (including Letter, the flex provisions) or on other terms taken as a whole, not materially less favorable to the Parent and the PurchaserMerger Sub, (iii) satisfy, or obtain a waiver thereof, on a timely basis all conditions to funding the Debt Commitment Letter Letters and such definitive agreements related thereto, (iv) assuming that all conditions contained in the Debt Commitment Letter or such definitive agreements related thereto Letters have been satisfied, consummate the Financing at or prior to the Effective Time Closing and (v) to the extent the Financing Parties party thereto do not fund the Financing in accordance with the terms of the Debt Commitment Letter or such definitive agreements related thereto, enforce their rights under the Debt Commitment Letter or such definitive agreements, as applicableLetters. (b) The Parent shall keep the Company reasonably informed with respect to all material activity concerning the status of the Financing contemplated by the Debt either Commitment Letter and shall give the Company notice of any material adverse change with respect to the Financing as promptly as practicable. The Parent and the Purchaser Merger Sub shall give the Company prompt notice (wi) of the termination, repudiation, rescission, cancellation or expiration of the Debt any Commitment Letter or the definitive agreements related to the Financing (including in accordance with the last sentence of clause (c) below, if applicable)Financing, (xii) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party to the Debt a Commitment Letter, or any definitive agreements related to the Financing, in each case of which the Parent or the Purchaser Merger Sub becomes aware, (yiii) of the receipt of any written notice or other written communication, in each case received from any Debt Financing Party Source with respect to any (1A) breach of the Parent’s or the PurchaserMerger Sub’s (or any of their respective Subsidiaries’) obligations under the Debt Commitment Letter or definitive agreements related to the Debt Financing, or actual or potential default, termination or repudiation by any party to any of the Debt Commitment Letter or definitive agreements related to the Debt Financing (including any proposal by any Debt Financing PartySource, lender or other Person to withdraw, terminate, repudiate, rescind or make a material change in the terms of the Debt Commitment Letter) or (2B) material dispute between or among any parties to the Debt Commitment Letter or definitive agreements related to the Debt Financing and (ziv) of the receipt of any written notice or other written communication on the basis of which the Parent expects that a party to the Financing will fail to fund the Financing or is reducing the amount of the Financing. As soon as reasonably practicable, but in any event within three (3) Business Days of the date the Company delivers to the Parent or the Purchaser Merger Sub a written request, the Parent and the Purchaser Merger Sub shall provide any information reasonably requested by the Company relating to any circumstance referred to in clauses (wi), (xii), (yiii) or (ziv) of the immediately preceding sentence. Notwithstanding the foregoing, in no event shall Parent be required to share any information with the Company that is subject to attorney-client or other privilege; provided that Parent shall use reasonable best efforts to share as much of such information as possible in a manner that would not violate any such privilege. (c) The For the avoidance of doubt, Parent shall have the right from time to time to amend, supplement, replace, substitute, terminate or otherwise modify or waive its rights under the Debt either Commitment Letter, including to (i) add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement or (ii) terminate or reduce any commitments under the Debt either Commitment Letter in order to obtain alternative sources of debt financing in lieu of all or a portion of the Financing, including in connection with a private placement of securities pursuant to Rule 144A under the Securities Act; provided that no such amendment, supplement, replacement, substitution, termination, modification or waiver shall (A) reduce the aggregate amount of available Financing (including by increasing the amount of fees to be paid or original issue discount (except, in the case of the Debt Commitment Letter, as set forth in any “market flex” or “structure flex” provisions existing on the date of this Agreement)) to less than the amount required to consummate the transactions contemplated by this Agreement (when taken together with all cash on hand, available lines of credit and other sources of immediately available funds available to the Parent), (B) impose new or additional conditions precedent or expand upon the conditions precedent to the Debt Financing or the Equity Financing as set forth in the existing Debt Commitment Letter or Equity Commitment Letter, as applicable, that would reasonably be expected to make the funding of such Debt Financing or Equity Financing, as applicable, less likely to occur, (C) adversely change the timing of the funding of the Debt Financing or Equity Financing, as applicable, thereunder in a manner that is reasonably expected to impair, delay or prevent the availability of all or a portion of the Financing or the consummation of the transactions contemplated by this Agreement or (D) otherwise materially adversely affect the ability of the Parent to consummate the transactions contemplated by this Agreement. The Parent shall furnish to the Company a copy of any executed written amendment, supplement, replacement, substitution, termination, modification or waiver of the Debt either Commitment Letter. (d) In the event that any portion of the Financing necessary for the Parent to complete consummate the Arrangement Closing becomes unavailable on the terms and conditions contemplated by the Debt applicable Commitment Letter (including including, in the case of the Debt Commitment Letter, the flex provisions) (other than as a result of the Company’s breach of any provision of this Agreement or failure to satisfy the conditions set forth in Section 6.39.03), (i) the Parent shall promptly notify the Company and (ii) the Parent and the Purchaser Merger Sub shall use their commercially reasonable best efforts to (A) arrange and obtain, as promptly as practicable following the occurrence of such event, any such portion from alternative sources (an “Alternative Financing”) on terms that (i1) taken as whole, are no more adverse to the Parent and the Purchaser Merger Sub than the such existing Debt Commitment Letter (including including, in the case of the Debt Commitment Letter, after giving effect to the market flex provisions), (ii2) do not impose new or additional conditions precedent or expand upon the conditions precedent to the Financing set forth in the such existing Debt Commitment Letter that would reasonably be expected to make the funding of such Alternative Financing less likely to occur and (iii3) do not reduce the aggregate amount of available Financing to less than the amount required to consummate the transactions contemplated by this Agreement when taken together with other available funds and (B) provide the Company with a copy of the new financing commitment that provides for such Alternative Financing (including all related exhibits, schedules, annexes, supplements and term sheets thereto, and including any related fee letter, which may be redacted in a manner consistent with Paragraph 7 of Schedule DSection 5.09, as each of the foregoing may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time thereafter in compliance with this Section 4.127.04, the “Alternative Financing Commitment Letter”). Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Parent or its Affiliates be required to pay any fees or any interest rates applicable to the Alternative Financing in excess of those contemplated by the Debt applicable Commitment Letter as in effect on the date hereof (including including, in the case of the Debt Commitment Letter, the market flex provisions) or agree to any term (including including, in the case of the Debt Commitment Letter, any market flex term) less favorable to Parent than such term contained in the Debt applicable Commitment Letter as in effect on the date hereof (including including, in the case of the Debt Commitment Letter, the market flex provisions). (e) For purposes of this Agreement (other than with respect to representations in this Agreement made by or with respect to the Parent or the Purchaser Merger Sub that speak as of the date hereof or another specified date), references to the “Commitment Letters”, “Debt Commitment Letter” or the “Equity Commitment Letter” shall include such document as permitted or required by this Section 4.12 7.04 to be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived, in each case from and after such amendment, supplement, replacement, substitution, termination or other modification or waiver and, for the avoidance of doubt, references to “Financing”, “Debt Financing” or “Equity Financing” shall include, in whole or in part (as applicable), any supplemental, replacement or substitute financing provided for thereunder. (f) The Parent and the Purchaser acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, the obligations to perform their respective agreements hereunder, including to complete the Arrangement subject to the terms and conditions hereof, are not conditioned on obtaining of the Financing or any Alternative Financing or on the performance of any party to the Debt Commitment Letter.

Financing Covenants. (a) The Subject to the other provisions of this Agreement, Parent and the Purchaser Merger Sub shall use their commercially reasonable best efforts to arrange take, or cause to be taken, all actions necessary to obtain, or cause to be obtained, the proceeds of the Financing on the terms and obtain conditions described in the FinancingCommitment Letters, including using their commercially reasonable best efforts to (i) maintain in effect the Debt Commitment Letter (subject Letters until the funding of the Financing at or prior to any amendment, supplement, replacement, substitution, termination or other modification or waiver that is not prohibited by clause (c) below)Closing, (ii) negotiate and enter into definitive agreements with respect thereto on to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the terms and conditions contained in the each Debt Commitment Letter (including the flex any related “flex” provisions) or on other terms taken as a whole, not materially less favorable to the Parent and Merger Sub (as determined by Parent in good faith) than the Purchaser, terms and conditions (including the “flex” provisions) contemplated by the Debt Financing Commitments and (iii) satisfy, satisfy (or obtain a waiver thereof, on a timely basis of) all conditions applicable to funding the Debt Commitment Letter Parent and such definitive agreements related thereto, (iv) assuming that all conditions contained in the Debt Commitment Letter or such definitive agreements related thereto have been satisfied, consummate Merger Sub to obtaining the Financing at or prior that are within their control, and Parent and/or Merger Sub shall, if necessary, use reasonable best efforts to fully enforce the obligations of the other parties to the Effective Time Financing Commitments and (v) to the extent the Financing Parties party thereto do not fund the Financing in accordance with the terms of the Debt Commitment Letter or such definitive agreements related theretoDefinitive Agreements, enforce their rights under the Debt Commitment Letter or such definitive agreements, as applicableif any. (b) The Parent and Merger Sub shall keep not, without the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned), (i) permit any amendment or modification to, or any waiver of, any material provision or remedy under, or replace, any of the Commitment Letters if such amendment, modification, waiver, or replacement (A) would add any new (or modify any existing) condition to the Financing Commitments (unless such new condition or modified condition would not reasonably informed with respect be expected to all material activity concerning prevent, impede or delay the status consummation of the Financing), (B) reduces the aggregate amount of the Financing contemplated intended to be funded on the Closing Date unless the Equity Financing or Debt Financing is increased by the Debt Commitment Letter and shall give the Company notice of any material adverse change with respect a corresponding amount (or Merger Sub may draw upon an available revolver to the Financing as promptly as practicable. The Parent and the Purchaser shall give the Company prompt notice (w) of the termination, repudiation, rescission, cancellation or expiration of the Debt Commitment Letter or the definitive agreements related fund an amount equal to the Financing (including in accordance with the last sentence of clause (c) below, if applicablesuch reduction), (xC) adversely affects the ability of any breach Parent to enforce its rights against other parties to the Commitment Letters or default the Definitive Agreements, if any, to require such parties to provide the Debt Financing or Equity Financing, as applicable, or (or any event or circumstance that, with or without notice, lapse of time or both, D) would reasonably be expected to give rise to any breach prevent, impede or default) by any party to materially delay the Debt Commitment Letter, or any definitive agreements related to the Financing, in each case of which the Parent or the Purchaser becomes aware, (y) consummation of the receipt of Financing or (ii) terminate any written notice or other written communication, in each case received from any Financing Party with respect to any (1) breach of the Parent’s or the Purchaser’s obligations under the Debt Commitment Letter or definitive agreements related to the Financing, or actual or potential default, termination or repudiation by any party to unless such Commitment Letter is replaced with another commitment letter that would not result in any of the Debt items described in clause (i)(A) through (D) of this sentence (collectively, the “Restricted Financing Commitment Letter Amendments”) (provided that the existence or definitive agreements related to the Financing (including any proposal by any Financing Party, lender or other Person to withdraw, terminate, repudiate, rescind or make exercise of “flex” provisions which do not permit a material change reduction in the terms of the Debt Commitment Letter) or (2) material dispute between or among any parties to the Debt Commitment Letter or definitive agreements related to the Financing and (z) of the receipt of any written notice or other written communication on the basis of which the Parent expects that a party to the Financing will fail to fund the Financing or is reducing the aggregate amount of the Financing. As soon as reasonably practicableFinancing shall not constitute a Restricted Financing Commitment Amendment; and provided, but in further, that Parent and/or Merger Sub may amend or modify, or waive any event within three Business Days of the date the Company delivers to the Parent provision or the Purchaser a written requestremedy under, the Parent and the Purchaser shall provide Financing Commitments if such amendment, modification or waiver is not a Restricted Financing Commitment Amendment, it being understood that any information reasonably requested by the Company relating amendment or modification solely to any circumstance referred to in clauses (w), (x), (y) or (z) of the immediately preceding sentence. (c) The Parent shall have the right from time to time to amend, supplement, replace, substitute, terminate or otherwise modify or waive its rights under the Debt Commitment Letter, including to (i) add lenders, lead arrangers, bookrunners, syndication agents or and similar entities who had (and make incidental or conforming amendments or modifications to reflect the addition of any such lenders, lead arrangers, bookrunners, syndication agents and similar entities) shall not executed the Debt be a Restricted Financing Commitment Letter as of the date of this Agreement or (ii) terminate or reduce Amendment). Upon any commitments under the Debt Commitment Letter in order to obtain alternative sources of debt financing in lieu of all or a portion of the Financing; provided that no such amendment, supplement, replacement, substitution, termination, modification or waiver shall (A) reduce the aggregate amount of available Financing (including by increasing the amount of fees to be paid or original issue discount to less than the amount required to consummate the transactions contemplated by this Agreement (when taken together with all cash on hand, available lines of credit and other sources of immediately available funds available to the Parent), (B) impose new or additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the existing Debt Commitment Letter, (C) adversely change the timing of the funding of the Financing in a manner that is reasonably expected to impair, delay or prevent the availability of all or a portion of the Financing or the consummation of the transactions contemplated by this Agreement or (D) otherwise materially adversely affect the ability of the Parent to consummate the transactions contemplated by this Agreement. The Parent shall furnish to the Company a copy of any executed written amendment, supplement, replacement, substitution, termination, modification or waiver replacement of the Debt Commitment Letter. (d) In Financing Commitments or the event that any portion of the Equity Financing necessary for the Parent to complete the Arrangement becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter (including the flex provisions) (other than as a result of the Company’s breach of any provision of this Agreement or failure to satisfy the conditions set forth Commitments in Section 6.3), (i) the Parent shall promptly notify the Company and (ii) the Parent and the Purchaser shall use their commercially reasonable efforts to (A) arrange and obtain, as promptly as practicable following the occurrence of such event, any such portion from alternative sources (an “Alternative Financing”) on terms that (i) taken as whole, are no more adverse to the Parent and the Purchaser than the existing Debt Commitment Letter (including after giving effect to the market flex provisions), (ii) do not impose new or additional conditions precedent or expand upon the conditions precedent to the Financing set forth in the existing Debt Commitment Letter and (iii) do not reduce the aggregate amount of available Financing to less than the amount required to consummate the transactions contemplated by this Agreement and (B) provide the Company with a copy of the new financing commitment that provides for such Alternative Financing (including all related exhibits, schedules, annexes, supplements and term sheets thereto, and including any related fee letter, which may be redacted in a manner consistent with Paragraph 7 of Schedule D, as each of the foregoing may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time thereafter in compliance accordance with this Section 4.125.10(b), the terms “Alternative Debt Financing Commitment Letter”). Notwithstanding anything to the contrary contained in this AgreementCommitments” and “Equity Financing Commitments” shall mean, in no event shall the Parent or its Affiliates be required to pay any fees or any interest rates applicable to the Alternative Financing in excess of those contemplated by the Debt Commitment Letter as in effect on the date hereof (including the market flex provisions) or agree to any term (including any market flex term) less favorable to Parent other than such term contained in the Debt Commitment Letter as in effect on the date hereof (including the market flex provisions). (e) For for purposes of this Agreement (other than with respect to representations in this Agreement and warranties made by or with respect to the Parent or the Purchaser that speak as of the date hereof or another specified datein Section 3.02(d), references to the “Debt Commitment Letter” shall include such document Financing Commitments and the Equity Financing Commitments, respectively, as permitted or required by this Section 4.12 to be so amended, supplemented, replaced, substituted, terminated or otherwise modified or waived, in each case from and after such amendment, supplement, replacement, substitution, termination or other modification or waiver and, for the avoidance of doubt, references to “Financing” shall include, in whole or in part (as applicable), any supplemental, replacement or substitute financing provided for thereunderreplaced. (f) The Parent and the Purchaser acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, the obligations to perform their respective agreements hereunder, including to complete the Arrangement subject to the terms and conditions hereof, are not conditioned on obtaining of the Financing or any Alternative Financing or on the performance of any party to the Debt Commitment Letter.

Financing Covenants. (a) The Blocker, the Company and its Subsidiaries agree that from the date hereof until the earlier of the Closing or the valid termination of this Agreement, to the extent that Parent and Merger Sub desires to seek financing in connection with the Purchaser transactions contemplated hereby, Blocker and the Company shall use provide, and shall cause its Subsidiaries to provide, and shall cause their commercially respective employees, agents and representatives to provide, reasonable efforts cooperation to arrange Parent and obtain Merger Sub in connection with obtaining any such financing (“Financing”). Parent shall, promptly upon request by Blocker or the FinancingCompany, including using reimburse the Company and its Subsidiaries and Blocker for all out-of-pocket costs incurred by such Person or their commercially reasonable efforts respective Representatives in connection with such cooperation and shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives for, from and against any and all Losses actually suffered or incurred by them in connection therewith. Notwithstanding anything to the contrary contained in this Section 6.9, (i) maintain Blocker, the Company and its Subsidiaries shall not be required, under the provisions of this Section 6.9 or otherwise in effect connection with the Debt Commitment Letter Financing (subject x) to pay any amendment, supplement, replacement, substitution, termination commitment or other modification or waiver similar fee prior to the Closing that is not prohibited advanced by clause the Parent or Merger Sub or (cy) below)to incur any expense unless such expense is reimbursed by the Parent on the earlier of the Closing or termination of this Agreement in accordance with Article VIII, and (ii) negotiate and enter into definitive agreements (w) neither the Blocker, the Company nor any of their respective Subsidiaries shall be required to incur any Liability in connection with respect thereto on the terms and conditions contained in the Debt Commitment Letter (including the flex provisions) or on other terms taken as a whole, not materially less favorable to the Parent and the Purchaser, (iii) satisfy, or obtain a waiver thereof, on a timely basis all conditions to funding the Debt Commitment Letter and such definitive agreements related thereto, (iv) assuming that all conditions contained in the Debt Commitment Letter or such definitive agreements related thereto have been satisfied, consummate the Financing at or prior to the Effective Time and (v) to the extent the Financing Parties party thereto do not fund the Financing in accordance with the terms of the Debt Commitment Letter or such definitive agreements related thereto, enforce their rights under the Debt Commitment Letter or such definitive agreements, as applicable. (b) The Parent shall keep the Company reasonably informed with respect to all material activity concerning the status of the Financing contemplated by the Debt Commitment Letter and shall give the Company notice of any material adverse change with respect to the Financing as promptly as practicable. The Parent and the Purchaser shall give the Company prompt notice (w) of the termination, repudiation, rescission, cancellation or expiration of the Debt Commitment Letter or the definitive agreements related to the Financing (including in accordance with the last sentence of clause (c) below, if applicable)Closing, (x) the pre-Closing board of any breach managers of the Company and Blocker and the directors, managers or default (or any event or circumstance thatmembers of the Subsidiaries of the Company shall not be required to adopt resolutions approving the agreements, with or without notice, lapse of time or both, would reasonably be expected documents and instruments pursuant to give rise to any breach or default) by any party to the Debt Commitment Letter, or any definitive agreements related to the Financing, in each case of which the Parent or the Purchaser becomes awareFinancing is obtained, (y) neither the Blocker, the Company nor any of their respective Subsidiaries shall be required to execute prior to the receipt of Closing any written notice definitive financing documents, including any credit or other written communicationagreements, pledge or security documents, or other certificates, legal opinions or documents in each case received from any Financing Party connection with respect to any (1) breach of the Parent’s or the Purchaser’s obligations under the Debt Commitment Letter or definitive agreements related to the Financing, or actual or potential default, termination or repudiation by any party to any of the Debt Commitment Letter or definitive agreements related to the Financing (including any proposal by any Financing Party, lender or other Person to withdraw, terminate, repudiate, rescind or make a material change in the terms of the Debt Commitment Letter) or (2) material dispute between or among any parties to the Debt Commitment Letter or definitive agreements related to the Financing and (z) neither the Blocker, the Company nor any of the receipt of their respective Subsidiaries shall be required to take any written notice or other written communication on the basis of which the Parent expects that a party corporate actions prior to the Financing will fail Closing to fund permit the Financing or is reducing the amount consummation of the Financing. As soon as reasonably practicable, but in any event within three Business Days Each of the date the Company delivers Parent and Merger Sub acknowledges and agrees that it is not a condition to the Parent or the Purchaser a written request, the Parent and the Purchaser shall provide any information reasonably requested by the Company relating to any circumstance referred to in clauses (w), (x), (y) or (z) of the immediately preceding sentence. (c) The Parent shall have the right from time to time to amend, supplement, replace, substitute, terminate or otherwise modify or waive its rights Closing under the Debt Commitment Letter, including to (i) add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement or (ii) terminate or reduce any commitments under the Debt Commitment Letter in order to obtain alternative sources of debt financing in lieu of all or a portion of the Financing; provided that no such amendment, supplement, replacement, substitution, termination, modification or waiver shall (A) reduce the aggregate amount of available Financing (including by increasing the amount of fees to be paid or original issue discount to less than the amount required for Parent and/or Merger Sub to consummate the transactions contemplated by this Agreement (when taken together with all cash on hand, available lines of credit and other sources of immediately available funds available to the Parent), (B) impose new or additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the existing Debt Commitment Letter, (C) adversely change the timing of the funding of the Financing in a manner that is reasonably expected to impair, delay or prevent the availability of all or a portion of the any Financing or the consummation of the transactions contemplated by this Agreement or (D) otherwise materially adversely affect the ability of the Parent to consummate the transactions contemplated by this Agreement. The Parent shall furnish to the Company a copy of receive any executed written amendment, supplement, replacement, substitution, termination, modification or waiver of the Debt Commitment Letter. (d) In the event that any portion of the Financing necessary for the Parent to complete the Arrangement becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter (including the flex provisions) (other than as a result of the Company’s breach of any provision of this Agreement or failure to satisfy the conditions set forth in Section 6.3), (i) the Parent shall promptly notify the Company and (ii) the Parent and the Purchaser shall use their commercially reasonable efforts to (A) arrange and obtain, as promptly as practicable following the occurrence of such event, any such portion from alternative sources (an “Alternative Financing”) on terms that (i) taken as whole, are no more adverse to the Parent and the Purchaser than the existing Debt Commitment Letter (including after giving effect to the market flex provisions), (ii) do not impose new or additional conditions precedent or expand upon the conditions precedent to the Financing set forth in the existing Debt Commitment Letter and (iii) do not reduce the aggregate amount of available Financing to less than the amount required to consummate the transactions contemplated by this Agreement and (B) provide the Company with a copy of the new financing commitment that provides for such Alternative Financing (including all related exhibits, schedules, annexes, supplements and term sheets thereto, and including any related fee letter, which may be redacted in a manner consistent with Paragraph 7 of Schedule D, as each of the foregoing may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time thereafter in compliance with this Section 4.12, the “Alternative Financing Commitment Letter”)proceeds thereof. Notwithstanding anything to the contrary contained in this Agreement, in no event the Company and Blocker shall be deemed to have complied with their obligations under this Section 6.9 unless the Financing has not been obtained by Parent or its Affiliates be required to pay any fees or any interest rates applicable to the Alternative Financing in excess of those contemplated by the Debt Commitment Letter Merger Sub primarily as in effect on the date hereof (including the market flex provisions) or agree to any term (including any market flex term) less favorable to Parent than such term contained in the Debt Commitment Letter as in effect on the date hereof (including the market flex provisions). (e) For purposes of this Agreement (other than with respect to representations in this Agreement made by or with respect to the Parent or the Purchaser that speak as a result of the date hereof Company’s or another specified date), references to the “Debt Commitment Letter” shall include such document as permitted or required by Blocker’s willful and material breach of their respective obligations under this Section 4.12 to be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived, in each case from and after such amendment, supplement, replacement, substitution, termination or other modification or waiver and, for the avoidance of doubt, references to “Financing” shall include, in whole or in part (as applicable), any supplemental, replacement or substitute financing provided for thereunder6.9. (f) The Parent and the Purchaser acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, the obligations to perform their respective agreements hereunder, including to complete the Arrangement subject to the terms and conditions hereof, are not conditioned on obtaining of the Financing or any Alternative Financing or on the performance of any party to the Debt Commitment Letter.

Financing Covenants. (a) The Each of Parent and the Purchaser Acquisition Sub shall, and Parent shall cause Acquisition Sub to, use their commercially its 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 and obtain the Financing, including using their commercially reasonable efforts to (i) maintain in effect proceeds of the Debt Commitment Letter (subject to any amendment, supplement, replacement, substitution, termination or other modification or waiver that is not prohibited by clause (c) below), (ii) negotiate and enter into definitive agreements with respect thereto Financing on the terms and conditions contained set forth in the Debt Commitment Letter Letters (or on terms more favorable in the aggregate to Parent and Acquisition Sub), including the flex provisions) or on other terms taken execution and delivery of all such instruments and documents as a wholemay be reasonably required thereunder. Without limiting the generality of the foregoing, not materially less favorable to the each of Parent and Acquisition Sub shall, and Parent shall cause Acquisition Sub to: (i) use its reasonable best efforts to maintain in full force and effect the Purchaser, Commitment Letters (iii) satisfy, or obtain a waiver thereof, on a timely basis all conditions to funding the Debt Commitment Letter and such definitive agreements related thereto, (iv) assuming that all conditions contained in the Debt Commitment Letter or such definitive agreements related thereto have been satisfied, consummate the Financing at or prior to the Effective Time and (v) to the extent superseded thereby, the Definitive Financing Parties party thereto do not fund the Financing Agreements) in accordance with the terms of and subject to the Debt Commitment Letter or such definitive agreements related thereto, enforce their rights under the Debt Commitment Letter or such definitive agreements, as applicable.conditions set forth therein; (bii) The Parent shall keep the Company reasonably informed with respect to all material activity concerning the status of the Financing contemplated by the Debt Commitment Letter and shall give the Company notice of any material adverse change with respect to the Financing as promptly as practicable. The Parent and the Purchaser shall give the Company prompt notice (w) of the termination, repudiation, rescission, cancellation or expiration of the Debt Commitment Letter or the definitive agreements related to the Financing (including in accordance with the last sentence of clause (c) below, if applicable), (x) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party to the Debt Commitment Letter, or any definitive agreements related to the Financing, in each case of which the Parent or the Purchaser becomes aware, (y) of the receipt of any written notice or other written communication, in each case received from any Financing Party with respect to any (1) breach of the Parent’s or the Purchaser’s obligations under the Debt Commitment Letter or definitive agreements related to the Financing, or actual or potential default, termination or repudiation by any party to any of the Debt Commitment Letter or definitive agreements related to the Financing (including any proposal by any Financing Party, lender or other Person to withdraw, terminate, repudiate, rescind or make a material change in the terms of the Debt Commitment Letter) or (2) material dispute between or among any parties to the Debt Commitment Letter or definitive agreements related to the Financing and (z) of the receipt of any written notice or other written communication on the basis of which the Parent expects that a party to the Financing will fail to fund the Financing or is reducing the amount of the Financing. As soon as reasonably practicable, but in any event within three Business Days of the date the Company delivers to the Parent or the Purchaser a written request, the Parent and the Purchaser shall provide any information reasonably requested by the Company relating to any circumstance referred to in clauses (w), (x), (y) or (z) of the immediately preceding sentence. (c) The Parent shall have the right from time to time to amend, supplement, replace, substitute, terminate or otherwise modify or waive its rights under the Debt Commitment Letter, including to (i) add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of practicable after the date of this Agreement Agreement, use its reasonable best efforts to negotiate, execute and deliver the Definitive Financing Agreements on the terms and conditions (including “market flex” terms and conditions) contained in the Commitment Letters or (ii) terminate or reduce on other terms more favorable in the aggregate to Parent and Acquisition Sub; provided, however, that in no event shall any commitments under the Debt Commitment Letter in order to obtain alternative sources of debt financing in lieu of all or a portion of the Financing; provided that no such amendment, supplement, replacement, substitution, termination, modification or waiver shall Definitive Financing Agreements: (A) reduce the aggregate amount of available the Financing provided for in the Commitment Letters (including by increasing changing the amount of fees or original issue discount contemplated by the Commitment Letters) to an amount that is less than the aggregate amount of Financing sufficient to consummate the transactions contemplated by this Agreement and make the payments referred to in Section 3.6(e); (B) expand the conditions or other contingencies to the receipt or funding of the Financing beyond those expressly set forth in the Commitment Letters, amend or modify any of such conditions or other contingencies in a manner adverse to Parent or Acquisition Sub (including by making any such conditions or other contingencies less likely to be satisfied) or impose any new or additional condition or other contingency to the receipt or funding of the Financing; or (C) contain terms (other than those terms expressly set forth in the Commitment Letters) that would reasonably be expected to (1) prevent or delay the Effective Time or the date on which the Financing would be obtained, or (2) make the funding of Financing less likely, in any material respect, to occur; (iii) without limiting the effect of Section 4.6(b), use its reasonable best efforts to (A) comply on a timely basis with all of its covenants and other obligations set forth in the Commitment Letters, the Debt Financing Fee Letters and the Definitive Financing Agreements and (B) satisfy all conditions and other contingencies set forth in the Commitment Letters, the Debt Financing Fee Letters and the Definitive Financing Agreements; 31 (iv) pay in a timely manner any commitment or other fees that are or become due and payable under or with respect to any of the Commitment Letters, Debt Financing Fee Letters or Definitive Financing Agreements on or following the date of this Agreement; (v) use its reasonable best efforts to obtain all rating agency approvals necessary to obtain the Financing; (vi) if necessary, comply with any “market flex” provisions contained in any of the Commitment Letters, the Debt Financing Fee Letters or the Definitive Financing Agreements in the event such “market flex” provisions are exercised in accordance with the terms, but subject to the conditions, thereof; (vii) enforce its rights under the Commitment Letters and Definitive Financing Agreements; provided, however, that in no event shall Parent or Acquisition Sub be required under this Section 4.6(a)(vii) to bring any enforcement action against any source of Equity Financing to enforce its rights under the Equity Financing Commitment Letter (or if superseded thereby, any Definitive Financing Agreement related thereto); provided, further, that nothing in this Agreement (other than Section 7.13(b)) shall limit or otherwise affect the Company’s ability to enforce any of its rights (by litigation or otherwise) as a third party beneficiary under the Equity Financing Commitment Letter; and (viii) otherwise use its reasonable best efforts to cause the Financing to be funded in full on or prior to the Required Closing Date. (b) Without limiting any of its obligations hereunder, Parent shall keep the Company informed on a reasonably current basis and in reasonable detail with respect to the status of the Financing. Parent shall deliver to the Company accurate and complete copies of the executed Definitive Financing Agreements promptly after their execution. Without limiting the generality of the foregoing, Parent shall give the Company notice as promptly as reasonably practicable (in no event later than 48 hours after obtaining actual knowledge) of (i) any material breach or default on the part of any party to any Commitment Letter or Definitive Financing Agreement, (ii) any notice from a party to any Commitment Letter or Definitive Financing Agreement of such party’s intent to not comply with any of its commitments or other material obligations under any Commitment Letter or Definitive Financing Agreement, (iii) any actual or purported withdrawal, modification, termination, rescission or repudiation of any Commitment Letter or Definitive Financing Agreement, or any provision thereof, and (iv) any other circumstance resulting in Parent no longer believing in good faith that it will be able to obtain, prior to the Required Closing Date, all or any portion of the Financing on the terms, in the manner or from the sources contemplated by any of the Commitment Letters or Definitive Financing Agreements. (c) Neither Parent nor Acquisition Sub shall permit any amendment, supplement or modification to be made to, or agree to permit any waiver of any provision or remedy under, any Commitment Letter, Debt Financing Fee Letter or Definitive Financing Agreement (including any amendment, supplement, modification or waiver that has the effect of changing the amount of fees to be paid or original issue discount to less than the amount required to consummate the transactions contemplated by this Agreement (when taken together with all cash on hand, available lines of credit and other sources of immediately available funds available to the Parent), (Bdiscount) impose new or additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the existing Debt Commitment Letter, (C) adversely change the timing of the funding of the Financing in a manner that is reasonably expected to impair, delay or prevent the availability of all or a portion of the Financing or the consummation of the transactions contemplated by this Agreement or (D) otherwise materially adversely affect the ability of the Parent to consummate the transactions contemplated by this Agreement. The Parent shall furnish to the Company a copy of any executed written amendment, supplement, replacement, substitution, termination, modification or waiver of the Debt Commitment Letter. (d) In the event that any portion of the Financing necessary for the Parent to complete the Arrangement becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter (including the flex provisions) (other than as a result of without the Company’s breach of prior written consent, except that Parent and Acquisition Sub may amend, supplement or otherwise modify any provision of this Commitment Letter or Definitive Financing Agreement (including by joining one or failure to satisfy the conditions set forth in Section 6.3)more additional lenders or agents as parties thereto) if such amendment, supplement or modification: (i) the Parent shall promptly notify the Company and (ii) the Parent and the Purchaser shall use their commercially reasonable efforts to (A) arrange and obtain, as promptly as practicable following the occurrence of such event, any such portion from alternative sources (an “Alternative Financing”) on terms that (i) taken as whole, are no more adverse to the Parent and the Purchaser than the existing Debt Commitment Letter (including after giving effect to the market flex provisions), (ii) do not impose new or additional conditions precedent or expand upon the conditions precedent to the Financing set forth in the existing Debt Commitment Letter and (iii) do does not reduce the aggregate amount of available the Financing to an amount that is less than the aggregate amount required of Financing sufficient to consummate the transactions contemplated by this Agreement and make the payments referred to in Section 3.6(e) (it being understood that, subject to the requirements of this clause “(c),” such amendment, supplement or other modification to any Commitment Letter or Definitive Financing Agreement may provide for the assignment of any portion of the commitments under the Commitment Letters to additional agents or arrangements and grant such Persons approval rights with respect to certain matters as are customarily granted to additional agents or arrangers); (ii) does not expand the conditions or other contingencies to the receipt or funding of the Financing, does not amend or modify, in a manner adverse to Parent or Acquisition Sub any of the conditions or other contingencies to the receipt or funding of the Financing (including by making any of such conditions or other contingencies less likely to be satisfied) and does not impose new or additional conditions or other contingencies to the receipt or funding of the Financing; and (iii) would not reasonably be expected to (A) prevent or delay the Effective Time or the date on which the 32 Financing would be obtained or (B) provide make the Company with a copy funding of the Financing less likely, in any material respect, to occur. Neither Parent nor Acquisition Sub shall agree to the withdrawal, repudiation, termination or rescission of any Commitment Letter or Definitive Financing Agreement or any provision thereof. (d) If any portion of the Financing becomes unavailable on the terms and conditions contemplated in any of the Commitment Letters or Definitive Financing Agreements for any reason, or any of the Commitment Letters or Definitive Financing Agreements shall be withdrawn, repudiated, terminated or rescinded for any reason, then (without limiting any of their other obligations under Section 4.6(a)(vii) or otherwise) Parent and Acquisition Sub shall use their reasonable best efforts to arrange and obtain, as promptly as practicable (but no later than one business day prior to the Required Closing Date), from the same and/or alternative financing sources, alternative financing in an amount sufficient to consummate the transactions contemplated by this Agreement and make the payments referred to in Section 3.6(e); provided that (i) in no event shall Parent or Acquisition Sub be obligated to obtain alternative financing on terms and conditions that in the aggregate are less favorable to Parent or Acquisition Sub (in Parent’s reasonable judgment) or, with respect to alternative equity financing, the Guarantors (in the Guarantors’ reasonable judgment), than those set forth in the Commitment Letters as of the date of this Agreement, and (ii) such alternate financing shall not be subject to any new or additional conditions or other contingencies to the receipt or funding of the alternate financing, as compared to the conditions or other contingencies to the receipt or funding of the Financing under the Commitment Letters as in existence as of the date of this Agreement. In the event any alternative financing commitment that provides for is obtained in accordance with this Section 4.6(d) (“Alternative Financing”), references in this Agreement to the Financing shall be deemed to refer to such Alternative Financing (including all related exhibits, schedules, annexes, supplements and term sheets theretoin lieu of the Financing replaced thereby), and including any related fee letterif one or more commitment letters or definitive financing agreements are entered into or proposed to be entered into in connection with such Alternative Financing, which may references in this Agreement to the Commitment Letters and the Definitive Financing Agreements shall be redacted deemed to refer to such commitment letters and definitive financing agreements relating to such Alternative Financing (in a manner consistent with Paragraph 7 of Schedule D, as each lieu of the foregoing may be amendedCommitment Letters and the Definitive Financing Agreements replaced thereby), supplemented, replaced, substituted, terminated or otherwise modified or waived from time and all obligations of Parent and Acquisition Sub pursuant to time thereafter in compliance with this Section 4.12, the “Alternative Financing Commitment Letter”). Notwithstanding anything 4.6 shall be applicable thereto to the contrary contained in this Agreement, in no event shall the Parent or its Affiliates be required to pay any fees or any interest rates applicable same extent as Parent’s and Acquisition Sub’s obligations with respect to the Alternative Financing in excess of those contemplated by the Debt Commitment Letter as in effect on the date hereof (including the market flex provisions) or agree to any term (including any market flex term) less favorable to Parent than such term contained in the Debt Commitment Letter as in effect on the date hereof (including the market flex provisions)replaced thereby. (e) For purposes On and after the date of this Agreement Agreement, (other than with respect to representations in this Agreement made by or with respect to the Parent or the Purchaser that speak as x) clause “(ii)” of Section 4(e) of the date hereof or another specified date), references Confidentiality Agreement shall hereby be terminated and of no further force and effect and (y) if any portion of the Financing is not reasonably likely to the “Debt Commitment Letter” shall include such document as permitted or required by this Section 4.12 to be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived, in each case from and after such amendment, supplement, replacement, substitution, termination or other modification or waiver and, for the avoidance of doubt, references to “Financing” shall include, in whole or in part (as applicable), any supplemental, replacement or substitute financing provided for thereunder. (f) The Parent and the Purchaser acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, the obligations to perform their respective agreements hereunder, including to complete the Arrangement subject to become available on the terms and conditions hereof, are not conditioned on obtaining contemplated in any of the Commitment Letters or Definitive Financing Agreements, then the provisions of the Confidentiality Agreement restricting Parent, Acquisition Sub, the Guarantor and their respective Affiliates and Representatives (as defined therein) from (i) discussing the Merger, the other transactions contemplated by this Agreement and all matters related thereto, and (ii) sharing Confidential Information (as defined therein), in each case, with any potential equity or any Alternative Financing debt financing source and its respective representatives, shall be deemed automatically waived; provided, however, that each such potential equity or on debt financing source and its representatives will be deemed to be Parent’s “Representatives” (as such term is defined in the performance Confidentiality Agreement) for purposes of any party to the Debt Commitment LetterConfidentiality Agreement.

Financing Covenants. (a) The To the extent that any of the “Permanent Financing” (as defined in the Commitment Letter) is not available to Parent and/or Merger Sub at or prior to the Closing, each of Parent and Merger Sub shall use reasonable best efforts to do, or cause to be done, all things necessary to arrange and obtain proceeds of the Initial Financing in an amount that when aggregated with cash and cash equivalents on hand that is available to Parent will be sufficient to consummate the Transactions set forth in this Agreement as promptly as reasonably practicable on the terms and conditions described in the Commitment Letter (including the “flex” provisions contained in any fee letters), (or on other terms and conditions agreed by Parent and the Purchaser Financing Sources, and consented to by the Company) including by using reasonable best efforts to: (1) maintain in effect the Commitment Letter, subject to the modifications permitted hereunder; (2) negotiate as promptly as possible, and enter into, definitive agreements relating to the Initial Financing at or prior to the Closing (including, as necessary, the “flex” provisions contained in the any fee letters); (3) satisfy (or obtain a waiver thereof) and to cause their Representatives to satisfy, on a timely basis all conditions applicable to Parent, Merger Sub or their respective Representatives in the Commitment Letter to the extent the failure to satisfy such conditions would adversely impact the timing of the Closing or the availability at Closing of sufficient aggregate proceeds of the Initial Financing to consummate the transactions contemplated by this Agreement, in each case only to the extent within their respective control; (4) assuming that all conditions contained in the Commitment Letter have been satisfied or waived, cause the Initial Financing to be consummated at or prior to the Closing; and (5) enforce its rights under the Commitment Letter. Parent shall respond reasonably promptly to any requests from the Company for information on the status of Parent’s efforts to arrange the Financing. (b) Parent and Merger Sub shall not agree to, or permit, without the prior written consent of the Company, any assignment, amendment, supplement or modification to be made to, replacement, restatement or substitution of, or any waiver by Parent or Merger Sub of any material provision or remedy under, the Commitment Letter (including with respect to any alternative financing intended to replace or be substituted for, in whole or in part, any portion of the Financing) if such assignment, amendment, supplement, modification, replacement, restatement, substitution or waiver (1) reduces the aggregate amount of the net cash proceeds of the Financing to be funded on the Closing Date, to an amount that, when aggregated with cash and cash equivalents on hand that is available to the Parent, would be insufficient to consummate the Transactions set forth in this Agreement, (2) imposes new or additional conditions precedent or otherwise materially expands, amends or modifies any of the conditions precedent to the receipt of the Financing, in each case in a manner that would reasonably be expected to prevent, materially impede or materially delay the consummation of the Financing, or (3) adversely and materially impacts the ability of Parent to enforce its rights against other parties to the Debt Commitment Letter with respect to the Financing; provided, that Parent may amend, modify, assign, supplement, substitute, replace or restate the Commitment Letter to add (A) lenders, lead arrangers, bookrunners, syndication agents and similar entities, and grant customary approval rights to such additional lenders, lead arrangers, agents, managers and bookrunners, or (B) increase the aggregate amount of the Financing, subject to the foregoing clauses (1) through (3). (c) In the event that any portion of the Initial Financing becomes unavailable in the manner or from the sources contemplated in the Commitment Letter for any reason whatsoever, and such portion is necessary to permit Parent and Merger Sub to consummate the Transactions contemplated by this Agreement (except in accordance with the express terms set forth in the Commitment Letter or unless concurrently replaced on a dollar-for-dollar basis by commitments subject to substantially the same conditions precedent as those set forth in the Commitment Letter from the Financing Sources, or from other financing sources or from proceeds of other sources of financing or cash), then (i) Parent shall promptly so notify the Company and (ii) Parent and Merger Sub shall use their commercially reasonable efforts to arrange and obtain the Financingobtain, including using their commercially reasonable efforts to (i) maintain in effect the Debt Commitment Letter (subject to any amendment, supplement, replacement, substitution, termination or other modification or waiver that is not prohibited by clause (c) below), (ii) and negotiate and enter into commitment letters and/or definitive agreements with respect thereto to, alternative financing arrangements in an amount sufficient when added to the portion of the Financing (if any) and cash on hand that is available and will be funded at or prior to the Closing, to consummate the Transactions contemplated by this Agreement and to pay all related fees and expenses upon terms and conditions contained in not less favorable to the Debt Commitment Letter Company (including the flex provisionssolely with respect to conditionality) or on other terms and that are, when taken as a whole, not materially less favorable to the Parent and the Purchaser, (iii) satisfy, or obtain a waiver thereof, on a timely basis all conditions to funding the Debt Commitment Letter and such definitive agreements related thereto, (iv) assuming that all conditions contained than those in the Debt Commitment Letter or such definitive agreements related thereto have been satisfied, consummate the Financing at or prior to the Effective Time and (v) to the extent the Financing Parties party thereto do not fund the Financing in accordance with the terms of the Debt Commitment Letter or such definitive agreements related thereto, enforce their rights under the Debt Commitment Letter or such definitive agreements, as applicable. (b) The Parent shall keep the Company reasonably informed with respect to all material activity concerning the status of the Financing contemplated by the Debt Commitment Letter and shall give the Company notice of any material adverse change with respect to the Financing as promptly as practicable. The Parent and the Purchaser shall give the Company prompt notice (w) of the termination, repudiation, rescission, cancellation or expiration of the Debt Commitment Letter or the definitive agreements related to the Financing (including in accordance with the last sentence of clause (c) below, if applicable), (x) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party to the Debt Commitment Letter, or any definitive agreements related to the Financing, in each case of which the Parent or the Purchaser becomes aware, (y) of the receipt of any written notice or other written communication, in each case received from any Financing Party with respect to any (1) breach of the Parent’s or the Purchaser’s obligations under the Debt Commitment Letter or definitive agreements related to the Financing, or actual or potential default, termination or repudiation by any party to any of the Debt Commitment Letter or definitive agreements related to the Financing (including any proposal by any Financing Party, lender or other Person to withdraw, terminate, repudiate, rescind or make a material change in the terms of the Debt Commitment Letter) or (2) material dispute between or among any parties to the Debt Commitment Letter or definitive agreements related to the Financing and (z) of the receipt of any written notice or other written communication on the basis of which the Parent expects that a party to the Financing will fail to fund the Financing or is reducing the amount of the Financing. As soon as reasonably practicable, but in any event within three Business Days of the date the Company delivers to the Parent or the Purchaser a written request, the Parent and the Purchaser shall provide any information reasonably requested by the Company relating to any circumstance referred to in clauses (w), (x), (y) or (z) of the immediately preceding sentence. (c) The Parent shall have the right from time to time to amend, supplement, replace, substitute, terminate or otherwise modify or waive its rights under the Debt Commitment Letter, including to (i) add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement or (ii) terminate or reduce any commitments under the Debt Commitment Letter in order to obtain alternative sources of debt financing in lieu of all or a portion of the Financing; provided that no such amendment, supplement, replacement, substitution, termination, modification or waiver shall (A) reduce the aggregate amount of available Financing (including by increasing the amount of fees to be paid or original issue discount to less than the amount required to consummate the transactions contemplated by this Agreement (when taken together with all cash on hand, available lines of credit and other sources of immediately available funds available to the Parent), (B) impose new or additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the existing Debt Commitment Letter, (C) adversely change the timing of the funding of the Financing in a manner that is reasonably expected to impair, delay or prevent the availability of all or a portion of the Financing or the consummation of the transactions contemplated by this Agreement or (D) otherwise materially adversely affect the ability of the Parent to consummate the transactions contemplated by this Agreement. The Parent shall furnish to the Company a copy of any executed written amendment, supplement, replacement, substitution, termination, modification or waiver of the Debt Commitment Letter. (d) In the event that any portion of the Financing necessary for the Parent to complete the Arrangement becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter (including the flex provisions) (other than as a result of the Company’s breach of “flex” provisions contained in any provision of this Agreement or failure to satisfy the conditions set forth in Section 6.3fee letter), (i) the Parent shall promptly notify the Company and (ii) the Parent and the Purchaser shall use their commercially reasonable efforts to (A) arrange and obtain, as promptly as practicable following the occurrence of such event, event (and in any such portion from alternative sources (an “Alternative Financing”) on terms that (i) taken as whole, are event no more adverse to the Parent and the Purchaser later than the existing Debt Commitment Letter (including after giving effect to the market flex provisions), (ii) do not impose new or additional conditions precedent or expand upon the conditions precedent to the Financing set forth in the existing Debt Commitment Letter and (iii) do not reduce the aggregate amount of available Financing to less than the amount required to consummate the transactions contemplated by this Agreement and (B) provide the Company with a copy of the new financing commitment that provides for such Alternative Financing (including all related exhibits, schedules, annexes, supplements and term sheets thereto, and including any related fee letter, which may be redacted in a manner consistent with Paragraph 7 of Schedule D, as each of the foregoing may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time thereafter in compliance with this Section 4.12, the “Alternative Financing Commitment Letter”). Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Parent or its Affiliates be required to pay any fees or any interest rates applicable to the Alternative Financing in excess of those contemplated by the Debt Commitment Letter as in effect on the date hereof (including the market flex provisions) or agree to any term (including any market flex term) less favorable to Parent than such term contained in the Debt Commitment Letter as in effect on the date hereof (including the market flex provisionsClosing Date). (e) For purposes of this Agreement (other than with respect to representations in this Agreement made by or with respect to the Parent or the Purchaser that speak as of the date hereof or another specified date), references to the “Debt Commitment Letter” shall include such document as permitted or required by this Section 4.12 to be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived, in each case from and after such amendment, supplement, replacement, substitution, termination or other modification or waiver and, for the avoidance of doubt, references to “Financing” shall include, in whole or in part (as applicable), any supplemental, replacement or substitute financing provided for thereunder. (f) The Parent and the Purchaser acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, the obligations to perform their respective agreements hereunder, including to complete the Arrangement subject to the terms and conditions hereof, are not conditioned on obtaining of the Financing or any Alternative Financing or on the performance of any party to the Debt Commitment Letter.

Financing Covenants. (a) The Parent and the Purchaser Buyers shall use their commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable to arrange and obtain the FinancingFinancing on the terms and conditions described in the Commitment Letters (including the flex provisions in any fee letter) on or prior to the Closing Date, including maintaining in effect the Debt Commitment Letter and using their commercially reasonable efforts to (i) maintain satisfy, or cause to be satisfied, on a timely basis all conditions precedent in effect the Debt Commitment Letter (subject that are to any amendment, supplement, replacement, substitution, termination or other modification or waiver that is not prohibited be satisfied by clause (c) below)Buyers, (ii) negotiate and enter into definitive agreements with respect thereto to the Debt Financing on the terms and conditions contained in contemplated by the Debt Commitment Letter (including the flex provisions) or on other terms taken as a whole, not materially less favorable to the Parent and the PurchaserLetter, (iii) satisfy, or obtain a waiver thereof, on a timely basis all conditions to funding the Debt Commitment Letter and such definitive agreements related thereto, (iv) assuming that all conditions contained in the Debt Commitment Letter or such definitive agreements related thereto have been satisfied, consummate the Financing at or prior to the Effective Time Closing if all of the conditions set forth in ARTICLE VI have been satisfied or will be substantially concurrently satisfied, and (viv) comply with its obligations under the Commitment Letters and, on the Closing Date, any definitive financing agreement entered into pursuant to the extent the Financing Parties party thereto do not fund the Financing in accordance with the terms of the Debt Commitment Letter or such definitive agreements related thereto, enforce their rights under the Debt Commitment Letter or such definitive agreements, as applicableLetter. (b) The Parent shall keep the Company reasonably informed with respect to all material activity concerning the status of the Financing contemplated by the Debt Commitment Letter and Buyers shall give the Company notice of any material adverse change with respect to the Financing as promptly as practicable. The Parent and the Purchaser shall give the Company Sellers prompt written notice (w) of the termination, repudiation, rescission, cancellation or expiration of the Debt Commitment Letter or the definitive agreements related to the Financing (including in accordance with the last sentence of clause (c) below, if applicable), (xi) of any breach or default (by Buyers, or any event or circumstance thatto the knowledge of Buyers, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party to the Debt Commitment Letter, or any definitive agreements related to the Financing, in each case of which the Parent or the Purchaser becomes aware, (y) of the receipt of any written notice or other written communication, in each case received from any Financing Party with respect to any (1) breach of the Parent’s or the Purchaser’s obligations under the Debt either Commitment Letter or other definitive agreements related to the Financingwith respect thereto, or actual or potential default, termination or repudiation by (ii) if and when Buyers receives notice that any party to any portion of the Debt Financing contemplated by either Commitment Letter or definitive agreements related necessary to finance the Financing Purchase Price is not reasonably expected to be available, (including any proposal by any Financing Party, lender or other Person to withdraw, terminate, repudiate, rescind or make a material change in the terms of the Debt Commitment Letter) or (2) material dispute between or among any parties to the Debt Commitment Letter or definitive agreements related to the Financing and (ziii) of the receipt of any written notice or other written communication on the basis of which the Parent expects that a from any party to either Commitment Letter with respect to any actual or potential breach, default, termination or repudiation by any party to any Commitment Letter or other definitive agreements with respect thereto, and (iv) of any expiration or termination of either Commitment Letter or other definitive agreements with respect thereto. Buyers shall not, without the Financing will fail Sellers prior written consent, permit or consent to fund any amendment, supplement or modification to be made to either Commitment Letter if such amendment, supplement or modification would reasonably be expected to (i) materially impair, delay or prevent the Financing or is reducing timely consummation of the Transaction, (ii) reduce the aggregate amount of the Financing. As soon as reasonably practicable, but in any event within three Business Days Financing below that required to satisfy all of the date Closing Date payment obligations of Buyers under this Agreement, (iii) impose new or additional conditions or otherwise expand any of the Company delivers conditions to the Parent or receipt of the Purchaser a written requestFinancing, the Parent and the Purchaser shall provide any information reasonably requested by the Company relating to any circumstance referred to in clauses (w), (x), (y) or (ziv) otherwise adversely affect the ability of Buyers to timely consummate the immediately preceding sentence. (c) The Parent shall have Transaction; provided that, for the right from time to time to avoidance of doubt, Buyers may amend, supplement, replace, substitute, terminate or otherwise modify or waive its rights under any terms of the Debt Commitment Letter, including Letter or other definitive agreements with respect thereto without the consent of Sellers to (iA) correct typographical errors or (B) add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement similar credit quality (by assignment or (ii) terminate or reduce any commitments under the Debt Commitment Letter in order to obtain alternative sources of debt financing in lieu of all or a portion of the Financing; provided that no such amendment, supplement, replacement, substitution, termination, modification or waiver shall (A) reduce the aggregate amount of available Financing (including by increasing the amount of fees to be paid or original issue discount to less than the amount required to consummate the transactions contemplated by this Agreement (when taken together with all cash on hand, available lines of credit and other sources of immediately available funds available to the Parentotherwise), (B) impose new or additional conditions precedent or expand upon the conditions precedent subject to the Financing as set forth in the existing Debt Commitment Letter, (C) adversely change the timing of the funding of the Financing in a manner that is reasonably expected to impair, delay or prevent the availability of all or a portion of the Financing or the consummation of the transactions contemplated by this Agreement or (D) otherwise materially adversely affect the ability of the Parent to consummate the transactions contemplated by this Agreement. The Parent shall furnish to the Company a copy of any executed written amendment, supplement, replacement, substitution, termination, modification or waiver of the Debt Commitment Letter. (d) In the event that any portion of the Financing necessary for the Parent to complete the Arrangement becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter (including the flex provisions) (other than as a result of the Company’s breach of any provision of this Agreement or failure to satisfy the conditions restrictions set forth in Section 6.3), (i) the Parent shall promptly notify the Company and (ii) the Parent and the Purchaser shall use their commercially reasonable efforts to (A) arrange and obtain, as promptly as practicable following the occurrence of such event, any such portion from alternative sources (an “Alternative Financing”) on terms that (i) taken as whole, are no more adverse to the Parent and the Purchaser than the existing Debt Commitment Letter (including after giving effect to the market flex provisions), (ii) do not impose new or additional conditions precedent or expand upon the conditions precedent to the Financing set forth in the existing Debt Commitment Letter and (iii) do not reduce the aggregate amount of available Financing to less than the amount required to consummate the transactions contemplated by this Agreement and (B) provide the Company with a copy of the new financing commitment that provides for such Alternative Financing (including all related exhibits, schedules, annexes, supplements and term sheets thereto, and including any related fee letter, which may be redacted in a manner consistent with Paragraph 7 of Schedule D, as each of the foregoing may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time thereafter in compliance with this Section 4.12, the “Alternative Financing Commitment Letter”). Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Parent or its Affiliates be required to pay any fees or any interest rates applicable to the Alternative Financing in excess of those contemplated by the Debt Commitment Letter as in effect on the date hereof (including the market flex provisions) or agree to any term (including any market flex term) less favorable to Parent than such term contained in the Debt Commitment Letter as in effect on the date hereof (including the market flex provisions). (e) of this Agreement, and Buyers shall promptly provide to Sellers copies of any such amendments. For purposes of this Agreement (other than with respect to representations in this Agreement made by or with respect to the Parent or the Purchaser that speak as of the date hereof or another specified date)Agreement, references to the “"Debt Commitment Letter” " shall include such document document(s) as permitted or required by this Section 4.12 5.23 to be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived, in each case from and after such amendment, supplement, replacement, substitution, termination or other modification or waiver and, for the avoidance of doubt, references to “Financing” shall include, in whole or in part (as applicable), any supplemental, replacement or substitute financing provided for thereunderwaiver. (fc) The Parent and If all or any portion of the Purchaser acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, the obligations to perform their respective agreements hereunder, including to complete the Arrangement subject to Debt Financing becomes unavailable on the terms and conditions hereofin the Debt Commitment Letter (including, are not conditioned on obtaining as necessary, any flex terms applicable thereto or any related fee letter) and is necessary to satisfy the payment obligations of Buyers under this Agreement, Buyers shall use its commercially reasonable efforts to arrange to obtain, or cause to be obtained, alternative financing, including from alternative sources, in an amount sufficient to replace such necessary unavailable portion of the Financing or (“Alternative Financing”) on (i) economic terms taken as a whole and (ii) other terms, in each case, that are not materially less favorable in the aggregate to Buyers than the terms of the Debt Commitment Letter (including any flex terms applicable thereto). In the event such Alternative Financing or on the performance of any party is obtained, all references to the Debt Commitment LetterFinancing shall be deemed to include such Alternative Financing, all references to the Debt Financing Sources shall include the Persons providing or arranging the Alternative Financing. Buyers shall promptly provide Sellers with a true and complete copy of any such new or proposed Alternative Financing. If Buyers have obtained substitute financing, the proceeds of which are received on the Closing Date and which amount substitutes an equivalent portion of the Debt Financing, all references to the Debt Financing shall be deemed to include such substitute financing.

Financing Covenants. (a) The Subject to the other provisions of this Agreement, Parent and the Purchaser Merger Sub shall use their commercially reasonable best efforts to arrange take, or cause to be taken, all actions necessary to obtain, or cause to be obtained, the proceeds of the Financing on the terms and obtain conditions described in the FinancingCommitment Letters, including using their commercially reasonable best efforts to (i) maintain in effect the Debt Commitment Letter (subject Letters until the funding of the Financing at or prior to any amendment, supplement, replacement, substitution, termination or other modification or waiver that is not prohibited by clause (c) below)Closing, (ii) negotiate and enter into definitive agreements with respect thereto on to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the terms and conditions contained in the each Debt Commitment Letter (including the flex any related “flex” provisions) or on other terms taken as a whole, not materially less favorable to the Parent and Merger Sub (as determined by Parent in good faith) than the Purchaser, terms and conditions (including the “flex” provisions) contemplated by the Debt Financing Commitments and (iii) satisfy, satisfy (or obtain a waiver thereof, on a timely basis of) all conditions applicable to funding the Debt Commitment Letter Parent and such definitive agreements related thereto, (iv) assuming that all conditions contained in the Debt Commitment Letter or such definitive agreements related thereto have been satisfied, consummate Merger Sub to obtaining the Financing at or prior that are within their control, and Parent and/or Merger Sub shall, if necessary, use reasonable best efforts to fully enforce the obligations of the other parties to the Effective Time Financing Commitments and (v) to the extent the Financing Parties party thereto do not fund the Financing in accordance with the terms of the Debt Commitment Letter or such definitive agreements related theretoDefinitive Agreements, enforce their rights under the Debt Commitment Letter or such definitive agreements, as applicableif any. (b) The Parent and Merger Sub shall keep not, without the prior written consent of the Company (which shall not be unreasonably withheld, delayed or conditioned), (i) permit any amendment or modification to, or any waiver of, any material provision or remedy under, or replace, any of the Commitment Letters if such amendment, modification, waiver, or replacement (A) would add any new (or modify any existing) condition to the Financing Commitments (unless such new condition or modified condition would not reasonably informed with respect be expected to all material activity concerning prevent, impede or delay the status consummation of the Financing), (B) reduces the aggregate amount of the Financing contemplated intended to be funded on the Closing Date unless the Equity Financing or Debt Financing is increased by the Debt Commitment Letter and shall give the Company notice of any material adverse change with respect a corresponding amount (or Merger Sub may draw upon an available revolver to the Financing as promptly as practicable. The Parent and the Purchaser shall give the Company prompt notice (w) of the termination, repudiation, rescission, cancellation or expiration of the Debt Commitment Letter or the definitive agreements related fund an amount equal to the Financing (including in accordance with the last sentence of clause (c) below, if applicablesuch reduction), (xC) adversely affects the ability of any breach Parent to enforce its rights against other parties to the Commitment Letters or default the Definitive Agreements, if any, to require such parties to provide the Debt Financing or Equity Financing, as applicable, or (or any event or circumstance that, with or without notice, lapse of time or both, D) would reasonably be expected to give rise to any breach prevent, impede or default) by any party to materially delay the Debt Commitment Letter, or any definitive agreements related to the Financing, in each case of which the Parent or the Purchaser becomes aware, (y) consummation of the receipt of Financing or (ii) terminate any written notice or other written communication, in each case received from any Financing Party with respect to any (1) breach of the Parent’s or the Purchaser’s obligations under the Debt Commitment Letter or definitive agreements related to the Financing, or actual or potential default, termination or repudiation by any party to unless such Commitment Letter is replaced with another commitment letter that would not result in any of the Debt items described in clause (i)(A) through (D) of this sentence (collectively, the “Restricted Financing Commitment Letter Amendments”) (provided that the existence or definitive agreements related to the Financing (including any proposal by any Financing Party, lender or other Person to withdraw, terminate, repudiate, rescind or make exercise of “flex” provisions which do not permit a material change reduction in the terms of the Debt Commitment Letter) or (2) material dispute between or among any parties to the Debt Commitment Letter or definitive agreements related to the Financing and (z) of the receipt of any written notice or other written communication on the basis of which the Parent expects that a party to the Financing will fail to fund the Financing or is reducing the aggregate amount of the Financing. As soon as reasonably practicableFinancing shall not constitute a Restricted Financing Commitment Amendment; and provided, but in further, that Parent and/or Merger Sub may amend or modify, or waive any event within three Business Days of the date the Company delivers to the Parent provision or the Purchaser a written requestremedy under, the Parent and the Purchaser shall provide Financing Commitments if such amendment, modification or waiver is not a Restricted Financing Commitment Amendment, it being understood that any information reasonably requested by the Company relating amendment or modification solely to any circumstance referred to in clauses (w), (x), (y) or (z) of the immediately preceding sentence. (c) The Parent shall have the right from time to time to amend, supplement, replace, substitute, terminate or otherwise modify or waive its rights under the Debt Commitment Letter, including to (i) add lenders, lead arrangers, bookrunners, syndication agents or and similar entities who had (and make incidental or conforming amendments or modifications to reflect the addition of any such lenders, lead arrangers, bookrunners, syndication agents and similar entities) shall not executed the Debt be a Restricted Financing Commitment Letter as of the date of this Agreement or (ii) terminate or reduce Amendment). Upon any commitments under the Debt Commitment Letter in order to obtain alternative sources of debt financing in lieu of all or a portion of the Financing; provided that no such amendment, supplement, replacement, substitution, termination, modification or waiver shall (A) reduce the aggregate amount of available Financing (including by increasing the amount of fees to be paid or original issue discount to less than the amount required to consummate the transactions contemplated by this Agreement (when taken together with all cash on hand, available lines of credit and other sources of immediately available funds available to the Parent), (B) impose new or additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the existing Debt Commitment Letter, (C) adversely change the timing of the funding of the Financing in a manner that is reasonably expected to impair, delay or prevent the availability of all or a portion of the Financing or the consummation of the transactions contemplated by this Agreement or (D) otherwise materially adversely affect the ability of the Parent to consummate the transactions contemplated by this Agreement. The Parent shall furnish to the Company a copy of any executed written amendment, supplement, replacement, substitution, termination, modification or waiver replacement of the Debt Commitment Letter. (d) In Financing Commitments or the event that any portion of the Equity Financing necessary for the Parent to complete the Arrangement becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter (including the flex provisions) (other than as a result of the Company’s breach of any provision of this Agreement or failure to satisfy the conditions set forth Commitments in Section 6.3), (i) the Parent shall promptly notify the Company and (ii) the Parent and the Purchaser shall use their commercially reasonable efforts to (A) arrange and obtain, as promptly as practicable following the occurrence of such event, any such portion from alternative sources (an “Alternative Financing”) on terms that (i) taken as whole, are no more adverse to the Parent and the Purchaser than the existing Debt Commitment Letter (including after giving effect to the market flex provisions), (ii) do not impose new or additional conditions precedent or expand upon the conditions precedent to the Financing set forth in the existing Debt Commitment Letter and (iii) do not reduce the aggregate amount of available Financing to less than the amount required to consummate the transactions contemplated by this Agreement and (B) provide the Company with a copy of the new financing commitment that provides for such Alternative Financing (including all related exhibits, schedules, annexes, supplements and term sheets thereto, and including any related fee letter, which may be redacted in a manner consistent with Paragraph 7 of Schedule D, as each of the foregoing may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time thereafter in compliance accordance with this Section 4.125.11(b), the terms “Alternative Debt Financing Commitment Letter”). Notwithstanding anything to the contrary contained in this AgreementCommitments” and “Equity Financing Commitments” shall mean, in no event shall the Parent or its Affiliates be required to pay any fees or any interest rates applicable to the Alternative Financing in excess of those contemplated by the Debt Commitment Letter as in effect on the date hereof (including the market flex provisions) or agree to any term (including any market flex term) less favorable to Parent other than such term contained in the Debt Commitment Letter as in effect on the date hereof (including the market flex provisions). (e) For for purposes of this Agreement (other than with respect to representations in this Agreement and warranties made by or with respect to the Parent or the Purchaser that speak as of the date hereof or another specified datein Section 3.02(d), references to the “Debt Commitment Letter” shall include such document Financing Commitments and the Equity Financing Commitments, respectively, as permitted or required by this Section 4.12 to be so amended, supplemented, replaced, substituted, terminated or otherwise modified or waived, in each case from and after such amendment, supplement, replacement, substitution, termination or other modification or waiver and, for the avoidance of doubt, references to “Financing” shall include, in whole or in part (as applicable), any supplemental, replacement or substitute financing provided for thereunderreplaced. (f) The Parent and the Purchaser acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, the obligations to perform their respective agreements hereunder, including to complete the Arrangement subject to the terms and conditions hereof, are not conditioned on obtaining of the Financing or any Alternative Financing or on the performance of any party to the Debt Commitment Letter.

Financing Covenants. (a) The Parent If required to comply with its obligations under this Agreement (including its obligations under Section 5.03, and including to consummate the transactions contemplated hereby and satisfy regulatory capital requirements applicable to Purchaser shall use their commercially reasonable efforts or any of its Affiliates related to arrange and obtain or arising out of the Financingconsummation of the transactions contemplated hereby or the Purchased Assets), including using their commercially reasonable efforts to (i) maintain Purchaser shall, and shall cause its Affiliates to, take, or to cause to be taken, all such actions as may be necessary to arrange the Debt Financing on substantially the terms and conditions described in effect the Debt Commitment Letter Letter, including (subject A) to any amendment, supplement, replacement, substitution, termination or other modification or waiver that is not prohibited by clause (c) below), (ii) negotiate and enter into the definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letter (including including, as necessary, the flex provisions“flex” provisions contained in any related fee letter) or on other terms taken as a wholeby the Closing Date, not materially less favorable and (B) to the Parent and the Purchaser, (iii) satisfy, satisfy or obtain a the waiver thereofof, on a timely basis all conditions to funding obtaining the Debt Financing and to comply with all of Purchaser’s obligations pursuant to the Debt Commitment Letter and such the definitive agreements related thereto, ; (ivii) assuming in the event that all conditions to funding the commitments contained in the Debt Commitment Letter or such definitive agreements related thereto have been satisfied, Purchaser shall cause the Financing Source to fund the Debt Financing required to consummate the transactions contemplated by this Agreement, pay related fees and expenses and satisfy all regulatory capital requirements applicable to Purchaser related to or arising out of the consummation of the transactions contemplated hereby or the Purchased Assets, in each case on the Closing Date (including by taking enforcement action to cause the Financing at Source to provide the Debt Financing); and (iii) Purchaser shall not release or prior consent to the Effective Time and (v) to the extent the Financing Parties party thereto do not fund the Financing in accordance with the terms termination of the Debt Commitment Letter or such definitive agreements related thereto, enforce their rights commitments and obligations of the lenders under the Debt Commitment Letter or such definitive agreements, as applicable. (b) The Parent nor shall keep the Company reasonably informed with respect to all material activity concerning the status of the Financing contemplated by Purchaser terminate the Debt Commitment Letter and Letter. Purchaser shall give the Company Seller prompt notice of any material adverse change with respect breach by any party to the Financing as promptly as practicable. The Parent and the Purchaser shall give the Company prompt notice (w) of the termination, repudiation, rescission, cancellation or expiration of the Debt Commitment Letter or the definitive agreements related to the Financing (including in accordance with the last sentence thereto of clause (c) below, if applicable), (x) of any breach or default (which Purchaser has become aware or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party to the Debt Commitment Letter, or any definitive agreements related to the Financing, in each case of which the Parent or the Purchaser becomes aware, (y) of the receipt of any written notice or other written communication, in each case received from any Financing Party with respect to any (1) breach of the Parent’s or the Purchaser’s obligations under the Debt Commitment Letter or definitive agreements related to the Financing, or actual or potential default, termination or repudiation by any party to any of the Debt Commitment Letter or such definitive agreements related agreements. In the event that the Debt Financing is required for Purchaser to the Financing comply with its obligations under this Agreement (including any proposal by any Financing Partyits obligations under Section 5.03, lender or other Person to withdraw, terminate, repudiate, rescind or make a material change in the terms of the Debt Commitment Letter) or (2) material dispute between or among any parties to the Debt Commitment Letter or definitive agreements related to the Financing and (z) of the receipt of any written notice or other written communication on the basis of which the Parent expects that a party to the Financing will fail to fund the Financing or is reducing the amount of the Financing. As soon as reasonably practicable, but in any event within three Business Days of the date the Company delivers to the Parent or the Purchaser a written request, the Parent and the Purchaser shall provide any information reasonably requested by the Company relating to any circumstance referred to in clauses (w), (x), (y) or (z) of the immediately preceding sentence. (c) The Parent shall have the right from time to time to amend, supplement, replace, substitute, terminate or otherwise modify or waive its rights under the Debt Commitment Letter, including to (i) add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement or (ii) terminate or reduce any commitments under the Debt Commitment Letter in order to obtain alternative sources of debt financing in lieu of all or a portion of the Financing; provided that no such amendment, supplement, replacement, substitution, termination, modification or waiver shall (A) reduce the aggregate amount of available Financing (including by increasing the amount of fees to be paid or original issue discount to less than the amount required to consummate the transactions contemplated by this Agreement (when taken together with all cash on hand, available lines hereby and satisfy regulatory capital requirements applicable to Purchaser or any of credit and other sources its Affiliates related to or arising out of immediately available funds available to the Parent), (B) impose new or additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the existing Debt Commitment Letter, (C) adversely change the timing of the funding of the Financing in a manner that is reasonably expected to impair, delay or prevent the availability of all or a portion of the Financing or the consummation of the transactions contemplated by this Agreement hereby or (D) otherwise materially adversely affect the ability of the Parent to consummate the transactions contemplated by this Agreement. The Parent shall furnish to the Company a copy of any executed written amendmentPurchased Assets), supplement, replacement, substitution, termination, modification or waiver of the Debt Commitment Letter. (d) In the event that and any portion of the Debt Financing necessary for the Parent to complete the Arrangement becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter (including the flex provisions) (other than as a result of the Company’s breach of any provision of this Agreement or failure to satisfy the conditions set forth in Section 6.3)unavailable, (i) the Parent shall promptly notify the Company and (ii) the Parent and the Purchaser shall use their commercially reasonable efforts to (A) arrange and obtain, as promptly as practicable following the occurrence of such event, alternative debt financing for any such portion from alternative debt sources (an “Alternative Financing”) on terms in an amount that (i) taken as whole, are no more adverse to the Parent and the will still enable Purchaser than the existing Debt Commitment Letter (including after giving effect to the market flex provisions), (ii) do not impose new or additional conditions precedent or expand upon the conditions precedent to the Financing set forth in the existing Debt Commitment Letter and (iii) do not reduce the aggregate amount of available Financing to less than the amount required to consummate the transactions contemplated by this Agreement and satisfy regulatory capital requirements applicable to Purchaser or any of its Affiliates related to or arising out of the consummation of the transactions contemplated hereby or the Purchased Assets, and (B) provide promptly notify Seller of such unavailability and the Company reason therefor. If obtained, Purchaser shall deliver to Seller true and complete copies of all agreements (including redacted copies of engagement and fee letters, removing only fee amounts, market “flex” provisions and certain other terms (none of which concern or would adversely affect the amounts, availability, timing or conditionality of the Debt Financing), but including all fee amounts payable in connection with a copy termination of the new financing commitment that provides for such Alternative Financing (including all related exhibits, schedules, annexes, supplements and term sheets thereto, and including any related fee letter, which may be redacted in a manner consistent with Paragraph 7 of Schedule D, as each of the foregoing may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time thereafter in compliance with this Section 4.12, the “Alternative Financing Commitment Letter”). Notwithstanding anything to the contrary contained in this Agreement) pursuant to which any such alternative source shall have committed to provide Purchaser with Alternative Financing. Purchaser shall not, in no event shall the Parent without Seller’s prior written consent, permit any amendment or its Affiliates be required to pay any fees modification to, or any interest rates applicable to the Alternative Financing in excess waiver of those contemplated by any provision or remedy under, the Debt Commitment Letter or any definitive agreements related thereto unless the terms of the Debt Commitment Letter or definitive agreements related thereto, in each case as in effect on the date hereof (including the market flex provisions) so amended, modified or agree waived, are substantially similar to any term (including any market flex term) less favorable to Parent than such term contained those in the Debt Commitment Letter as in or definitive agreement related thereto, prior to giving effect on the date hereof (including the market flex provisions). (e) For purposes of this Agreement to such amendment, modification or waiver (other than with respect economic terms, which shall be as good as or better for Purchaser than those in the Debt Commitment Letter or definitive agreement relating thereto prior to representations giving effect to such amendment, modification or waiver); provided that in the case of amendments, modifications or waivers of the Debt Commitment Letter or a definitive agreement relating thereto, the foregoing shall only apply if such amendment, modification or waiver (x) would reasonably be expected to (i) adversely affect the ability or likelihood of Purchaser timely consummating the transactions contemplated by this Agreement made by or satisfying regulatory capital requirements applicable to Purchaser or any of its Affiliates related to or arising out of the consummation of the transactions contemplated hereby or the Purchased Assets or (ii) make the timely funding of the Debt Financing or the satisfaction of the conditions to obtaining the Debt Financing less likely to occur, (y) reduces the amount of the Debt Financing or (z) adversely affects the ability of Purchaser to enforce its rights against other parties to the Debt Commitment Letter or the definitive agreements relating thereto. Purchaser shall provide Seller with prompt written notice of the receipt of any notice or other communication from the Financing Source with respect to the Parent Financing Source’s failure or anticipated failure to fund its commitments under the Debt Commitment Letter or definitive agreement in connection therewith. Upon Seller’s written request, Purchaser that speak as shall provide Seller with the status of Purchaser’s efforts to consummate the Debt Financing. Purchaser shall have the right to substitute the net cash proceeds received by Purchaser after the date hereof or another specified date), references and prior to the “Debt Commitment Letter” shall include such document as permitted or required by this Section 4.12 to be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived, in each case Closing Date from and after such amendment, supplement, replacement, substitution, termination consummated offerings or other modification incurrences of long-term non-callable debt (including notes) with a maturity date on or waiver andafter December 31, 2021 by Purchaser for the avoidance of doubt, references to “Financing” shall include, in whole all or in part (as applicable), any supplemental, replacement or substitute financing provided for thereunder. (f) The Parent and the Purchaser acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, the obligations to perform their respective agreements hereunder, including to complete the Arrangement subject to the terms and conditions hereof, are not conditioned on obtaining portion of the Debt Financing or any Alternative Financing or on the performance of any party to by reducing commitments under the Debt Commitment Letter; provided that (i) to the extent any such debt has a special or mandatory redemption right, such right is not exercisable prior to the earlier of the consummation of the transactions contemplated by this Agreement on the Closing Date or the termination of this Agreement, (ii) such offering or other incurrence of debt does not result in a breach or default under, or violation of, the Debt Commitment Letter, (iii) the aggregate amount of the Debt Financing committed under the Debt Commitment Letter following such reduction, together with other cash and cash equivalents available to Purchaser, is sufficient to pay all amounts required to be paid in connection with the transactions contemplated by this Agreement and to satisfy regulatory capital requirements applicable to Purchaser or any of its Affiliates related to or arising out of the consummation of the transactions contemplated hereby or the Purchased Assets and (iv) Purchaser promptly notifies Seller of such substitution and reduction. (b) Seller shall use, and shall cause its Subsidiaries and its and their respective Representatives to use, Commercially Reasonable Efforts to cooperate, on a timely basis, with Purchaser in connection with the Debt Financing (provided that any cooperation shall not unreasonably interfere with the business or operations of Seller or its Subsidiaries), including (i) providing reasonable assistance in the preparation of one or more confidential information memoranda, prospectuses, offering memoranda, private placement memoranda and other customary marketing and syndication materials reasonably requested by Purchaser or any of its Affiliates in connection with the Debt Financing; (ii) reasonably cooperating with the Financing Source or prospective financing sources (including lenders, underwriters, initial purchasers or placement agents) for the Debt Financing (together with the arrangers and the partners, stockholders, managers, members, directors, attorneys, officers, employees, advisors, accountants, consultants, agents, Affiliates and Representatives and successors of any of the foregoing) and their respective agents’ due diligence, including providing access to documentation reasonably requested by any such Person in connection with the Debt Financing; and (iii) assisting in preparing customary rating agency presentations and causing appropriate members of Seller’s management to participate in a reasonable number of sessions with rating agencies in connection with the Debt Financing. Notwithstanding the foregoing, neither Seller nor any of its Affiliates shall be required (A) to prepare, create or provide (unless previously prepared and available) any financial information or financial statements in respect of Seller, any of its Affiliates or the Purchased Assets in connection with any Debt Financing or (B) to take any action that would subject it 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 (other than reasonable out-of- pocket costs and expenses) or incur any other Liability or provide or agree to provide any indemnity in connection with the Debt Financing or any of the foregoing. Purchaser shall, (1) promptly upon request by Seller, reimburse Seller for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Seller in connection with the assistance of Seller contemplated by this Section 5.05(b) and (2) indemnify and hold harmless the Seller and its Subsidiaries and their respective Representatives from and against any and all losses, claims, damages, liabilities, costs, reasonable attorneys’ fees, judgments, fines, penalties and amounts paid in settlement provided such settlement has been entered into with Purchaser’s written consent (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) suffered or incurred in connection with any financing or other securities offering of Purchaser or any assistance or activities provided in connection therewith.

Financing Covenants. (a) The Parent and the Purchaser Buyer shall use their commercially 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 Financing, including using their commercially reasonable efforts to (i) maintain in effect the Debt Commitment Letter (subject to any amendment, supplement, replacement, substitution, termination or other modification or waiver that is not prohibited by clause (c) below), (ii) negotiate and enter into definitive agreements with respect thereto Financing on the terms and conditions contained described in the Debt Commitment Letter Financing Commitments (including the flex provisionsprovided, that Buyer and Merger Sub may (x) or on other terms taken as a whole, not materially less favorable to the Parent and the Purchaser, (iii) satisfy, or obtain a waiver thereof, on a timely basis all conditions to funding the Debt Commitment Letter and such definitive agreements related thereto, (iv) assuming that all conditions contained in the Debt Commitment Letter or such definitive agreements related thereto have been satisfied, consummate the Financing at or prior to the Effective Time and (v) to the extent the Financing Parties party thereto do not fund the Financing in accordance with modify the terms (but not the conditions) of the Debt Commitment Letter Financing Commitments so long as such modifications would not adversely impact the ability of Buyer or such definitive agreements related thereto, enforce their rights under Merger Sub to timely consummate the Debt Commitment Letter transactions contemplated hereby or such definitive agreements, as applicable. (b) The Parent shall keep the Company reasonably informed with respect to all material activity concerning the status likelihood of consummation of the Financing transactions contemplated by the Debt Commitment Letter hereby and shall give the Company notice of any material adverse change with respect to the Financing as promptly as practicable. The Parent and the Purchaser shall give the Company prompt notice (w) of the termination, repudiation, rescission, cancellation or expiration of the Debt Commitment Letter or the definitive agreements related to the Financing (including in accordance with the last sentence of clause (c) below, if applicable), (x) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party to the Debt Commitment Letter, or any definitive agreements related to the Financing, in each case of which the Parent or the Purchaser becomes aware, (y) of the receipt of any written notice or other written communication, in each case received from any Financing Party with respect to any (1) breach of the Parent’s or the Purchaser’s obligations under amend the Debt Commitment Letter or definitive agreements related Financing Commitments to the Financing, or actual or potential default, termination or repudiation by any party to any of the Debt Commitment Letter or definitive agreements related to the Financing (including any proposal by any Financing Party, lender or other Person to withdraw, terminate, repudiate, rescind or make a material change in the terms of the Debt Commitment Letter) or (2) material dispute between or among any parties to the Debt Commitment Letter or definitive agreements related to the Financing and (z) of the receipt of any written notice or other written communication on the basis of which the Parent expects that a party to the Financing will fail to fund the Financing or is reducing the amount of the Financing. As soon as reasonably practicable, but in any event within three Business Days of the date the Company delivers to the Parent or the Purchaser a written request, the Parent and the Purchaser shall provide any information reasonably requested by the Company relating to any circumstance referred to in clauses (w), (x), (y) or (z) of the immediately preceding sentence. (c) The Parent shall have the right from time to time to amend, supplement, replace, substitute, terminate or otherwise modify or waive its rights under the Debt Commitment Letter, including to (i) add lenders, lead arrangers, bookrunners, syndication agents or similar entities who which had not executed the Debt Commitment Letter Financing Commitments as of the date hereof, or replace one or more of the Debt Financing Commitments after the date of this Agreement or (ii) terminate or reduce any commitments under but prior to the Debt Commitment Letter in order to obtain alternative sources of Closing with new debt financing commitments (the “New Financing Commitments”) so long as, in lieu of all each case described in the foregoing clause (y), the Company provides its written consent to such amendments or a portion new debt financing commitments, which consent may only be withheld on the basis of the Financing; provided Company’s reasonable determination that no such amendment, supplement, replacement, substitution, termination, modification amendments or waiver shall (A) reduce new debt financing commitments would adversely impact the aggregate amount of available Financing (including by increasing the amount of fees to be paid likelihood or original issue discount to less than the amount required to consummate the transactions contemplated by this Agreement (when taken together with all cash on hand, available lines of credit and other sources of immediately available funds available to the Parent), (B) impose new or additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the existing Debt Commitment Letter, (C) adversely change the timing of the funding of the financing represented thereby relative to the Debt Financing Commitments as in a manner that is reasonably expected effect prior to impairsuch amendment or new debt financing commitments (and in such event, delay or prevent the availability of all or a portion of term “Financing Commitments” as used herein shall be deemed to include the Financing or Commitments that are not so superseded at the consummation of time in question and the transactions New Financing Commitments to the extent then in effect)), including using reasonable best efforts to (i) maintain in effect the Debt Financing Commitments, (ii) negotiate definitive agreements with respect thereto on the terms and conditions contemplated by this Agreement the Financing Commitments or on other terms reasonably acceptable to Buyer and Merger Sub and (Diii) otherwise materially adversely affect the ability of the Parent satisfy on a timely basis all conditions in such Debt Financing Commitments applicable to consummate the transactions contemplated by this AgreementBuyer and Merger Sub and within their control. The Parent shall furnish to the Company a copy of any executed written amendment, supplement, replacement, substitution, termination, modification or waiver of the Debt Commitment Letter. (d) In the event that all conditions to the Financing Commitments (other than in connection with the Debt Financing, the availability or funding of any of the Equity Financing) have been satisfied, Buyer shall use its reasonable best efforts to cause the lenders and the other Persons providing such Financing to fund the Financing required to consummate the Merger on the Closing Date. If any portion of the Debt Financing necessary for the Parent to complete the Arrangement becomes unavailable on the terms and conditions contemplated by in the Debt Commitment Letter (including the flex provisions) (other than as a result of the Company’s breach of any provision of this Agreement or failure to satisfy the conditions set forth in Section 6.3)Financing Commitments, (i) the Parent shall promptly notify the Company and (ii) the Parent and the Purchaser Buyer shall use their commercially its reasonable best efforts to (A) arrange and obtain, to obtain one or more New Financing Commitments as promptly as practicable following the occurrence of such event, any such portion from alternative sources (an “Alternative Financing”) on terms that (i) taken as whole, are event but no more adverse to the Parent and the Purchaser later than the existing Debt Commitment Letter final day of the Marketing Period or, if earlier, the Outside Date. Buyer shall give the Company prompt notice of any material breach (including after giving effect to or any other breach that could adversely affect the market flex provisions), (iitimely availability of the Financing) do not impose new or additional conditions precedent or expand upon the conditions precedent by any party to the Financing set forth in Commitments of which Buyer or Merger Sub becomes aware, or any termination of the existing Financing Commitments. Buyer shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange the Debt Commitment Letter and (iii) do not reduce the aggregate amount Financing. For purposes of available Financing to less than the amount required to consummate the transactions contemplated by this Agreement “Marketing Period” shall mean the first period of 20 consecutive Business Days after the date on which (A) Buyer shall have the Required Information and (B) provide for which the Company with a copy conditions set forth in Sections 6.1(b), 6.2(a) and 6.2(c) shall be satisfied on the first day of the new financing commitment that provides for such Alternative Financing (including all related exhibitsperiod; provided, schedules, annexes, supplements and term sheets thereto, and including any related fee letter, which may be redacted in a manner consistent with Paragraph 7 of Schedule D, as each of the foregoing may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time thereafter in compliance with this Section 4.12, the “Alternative Financing Commitment Letter”). Notwithstanding anything to the contrary contained in this Agreementthat, in no event shall the Parent or its Affiliates Marketing Period commence earlier than the date that is 20 Business Days after the date hereof; provided, further, that if the Company shall in good faith reasonably believe it has delivered the Required Information and that the conditions set forth above have been satisfied, it may deliver to Buyer a written notice to that effect (stating when it believes it completed such delivery), in which case the Marketing Period shall be required deemed to pay any fees or any interest rates applicable to the Alternative Financing in excess of those contemplated by the Debt Commitment Letter as in effect have commenced on the date hereof of such notice unless Buyer in good faith reasonably believes the Company has not completed delivery of the Required Information or such conditions have not been satisfied and, within four Business Days after the delivery of such notice by the Company, delivers a written notice to the Company to that effect (stating with specificity which Required Information the Company has not delivered or which conditions have not been satisfied); provided, further, that the Marketing Period shall not be deemed to have commenced (i) if, prior to the completion of the Marketing Period, PricewaterhouseCoopers LLP shall have withdrawn its audit opinion with respect to any audited financial statements contained in the Company SEC Reports or (ii) if the financial statements included in the Required Information that is available on the first day of any such 20 consecutive Business Day period would not be sufficiently current on any day during such period to satisfy the requirements under Rule 3-12 of Regulation S-X for a registration statement using such financial statements to be declared effective by the SEC on the last day of such period; and provided, further, that the Marketing Period shall be suspended in the event that at any time during such Marketing Period the conditions set forth in Section 6.1(b) shall not be satisfied, in which case such Marketing Period shall resume at such time, if any, that the conditions set forth in Section 6.1(b) are satisfied and shall expire upon the date that is the later of (A) 10 consecutive Business Days after the date of such resumption but no later than the Outside Date (provided that the Outside Date shall be deemed extended to the last day of such Marketing Period, but in no event past August 13, 2010) and (B) the number of consecutive Business Days (including the market flex provisionsdate of suspension) or agree to any term (including any market flex term) less favorable to Parent than remaining in such term contained in the Debt Commitment Letter as in effect Marketing Period on the date hereof (including the market flex provisions)of suspension. (e) For purposes of this Agreement (other than with respect to representations in this Agreement made by or with respect to the Parent or the Purchaser that speak as of the date hereof or another specified date), references to the “Debt Commitment Letter” shall include such document as permitted or required by this Section 4.12 to be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived, in each case from and after such amendment, supplement, replacement, substitution, termination or other modification or waiver and, for the avoidance of doubt, references to “Financing” shall include, in whole or in part (as applicable), any supplemental, replacement or substitute financing provided for thereunder. (f) The Parent and the Purchaser acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, the obligations to perform their respective agreements hereunder, including to complete the Arrangement subject to the terms and conditions hereof, are not conditioned on obtaining of the Financing or any Alternative Financing or on the performance of any party to the Debt Commitment Letter.

Financing Covenants. (a) The Parent and the Purchaser Buyer shall use their its commercially reasonable efforts to arrange take, or cause to be taken, all actions and obtain the Financingto do, including using their commercially reasonable efforts or cause to be done, all things necessary, proper or advisable to, as soon as reasonably practical, (i) maintain obtain and consummate equity or debt financing (the “Additional Financing”) in effect an amount necessary to permit Buyer to pay the Debt Commitment Letter Amount Due under the First Promissory Note as promptly as reasonably practical following the Closing, but in no event later than sixty (subject to any amendment, supplement, replacement, substitution, termination or other modification or waiver that is not prohibited by clause (c60) below), days thereafter and (ii) negotiate and enter into definitive agreements with respect thereto cause its financing documents to permit the payment of the Amount Due on the terms and conditions contained set forth in the Debt Commitment Letter (including First Promissory Note. Buyer acknowledges and agrees that the flex provisionsobtaining of the financing contemplated by this Section 6.18(a) or on other terms taken as is not a whole, not materially less favorable condition to the Parent Closing. Buyer acknowledges and agrees that it shall use the Purchaserproceeds of such Additional Financing, (iii) satisfynet of any and all legal fees, brokerage or obtain a waiver thereofplacement fees and other fees and/or expenses customarily paid from the proceeds of equity or debt financing, on a timely basis all conditions to funding pay the Debt Commitment Letter and such definitive agreements related thereto, (iv) assuming that all conditions contained Amount Due under the First Promissory Note in the Debt Commitment Letter or such definitive agreements related thereto have been satisfied, consummate the Financing at or accordance with its terms prior to the Effective Time use of such proceeds for any other purpose, except for uses of amounts that are not, in the aggregate, material and (v) which would not cause Buyer to be unable to timely pay the extent the Financing Parties party thereto do not fund the Financing in accordance with the terms of the Debt Commitment Letter or such definitive agreements related thereto, enforce their rights under the Debt Commitment Letter or such definitive agreements, as applicableAmount Due. (b) The Parent Following the Closing and until the Maturity Date (as defined in the First Promissory Note) of the First Promissory Note, (i) F. Pxxxx Xxxxxxxx, on behalf of the Buyer, shall keep conduct weekly calls with Jxxxxxxx Xxxxxxxx, as representative of the Company Sellers, to reasonably informed with respect to inform Sellers of all material activity concerning the status of the Financing contemplated by the Debt Commitment Letter such financing activities and (ii) Buyer shall give the Company Sellers prompt notice of any material adverse change with respect to the Financing as promptly as practicable. The Parent and the Purchaser shall give the Company prompt notice (w) of the terminationthereto; provided, repudiation, rescission, cancellation or expiration of the Debt Commitment Letter or the definitive agreements related to the Financing (including in accordance with the last sentence of clause (c) below, if applicable), (x) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party to the Debt Commitment Letter, or any definitive agreements related to the Financing, in each case of which the Parent or the Purchaser becomes aware, (y) of the receipt of any written notice or other written communication, in each case received from any Financing Party with respect to any (1) breach of the Parent’s or the Purchaser’s obligations under the Debt Commitment Letter or definitive agreements related to the Financing, or actual or potential default, termination or repudiation by any party to any of the Debt Commitment Letter or definitive agreements related to the Financing (including any proposal by any Financing Party, lender or other Person to withdraw, terminate, repudiate, rescind or make a material change in the terms of the Debt Commitment Letter) or (2) material dispute between or among any parties to the Debt Commitment Letter or definitive agreements related to the Financing and (z) of the receipt of any written notice or other written communication on the basis of which the Parent expects that a party to the Financing will fail to fund the Financing or is reducing the amount of the Financing. As soon as reasonably practicable, but in any event within three Business Days of the date the Company delivers to the Parent or the Purchaser a written requesthowever, the Parent and the Purchaser failure to conduct a weekly call under this Section 6.18(b) shall provide any information reasonably requested by the Company relating to any circumstance referred to in clauses (w), (x), (y) or (z) of the immediately preceding sentence. (c) The Parent shall have the right from time to time to amend, supplement, replace, substitute, terminate or otherwise modify or waive its rights under the Debt Commitment Letter, including to (i) add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date constitute a breach of this Agreement or (ii) terminate or reduce any commitments under if the Debt Commitment Letter in order to obtain alternative sources of debt financing in lieu of all or parties promptly conduct a portion of call the Financing; provided that no such amendment, supplement, replacement, substitution, termination, modification or waiver shall (A) reduce the aggregate amount of available Financing (including by increasing the amount of fees to be paid or original issue discount to less than the amount required to consummate the transactions contemplated by this Agreement (when taken together with all cash on hand, available lines of credit and other sources of immediately available funds available to the Parent), (B) impose new or additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the existing Debt Commitment Letter, (C) adversely change the timing of the funding of the Financing in a manner that is reasonably expected to impair, delay or prevent the availability of all or a portion of the Financing or the consummation of the transactions contemplated by this Agreement or (D) otherwise materially adversely affect the ability of the Parent to consummate the transactions contemplated by this Agreement. The Parent shall furnish to the Company a copy of any executed written amendment, supplement, replacement, substitution, termination, modification or waiver of the Debt Commitment Letterfollowing week. (d) In the event that any portion of the Financing necessary for the Parent to complete the Arrangement becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter (including the flex provisions) (other than as a result of the Company’s breach of any provision of this Agreement or failure to satisfy the conditions set forth in Section 6.3), (i) the Parent shall promptly notify the Company and (ii) the Parent and the Purchaser shall use their commercially reasonable efforts to (A) arrange and obtain, as promptly as practicable following the occurrence of such event, any such portion from alternative sources (an “Alternative Financing”) on terms that (i) taken as whole, are no more adverse to the Parent and the Purchaser than the existing Debt Commitment Letter (including after giving effect to the market flex provisions), (ii) do not impose new or additional conditions precedent or expand upon the conditions precedent to the Financing set forth in the existing Debt Commitment Letter and (iii) do not reduce the aggregate amount of available Financing to less than the amount required to consummate the transactions contemplated by this Agreement and (B) provide the Company with a copy of the new financing commitment that provides for such Alternative Financing (including all related exhibits, schedules, annexes, supplements and term sheets thereto, and including any related fee letter, which may be redacted in a manner consistent with Paragraph 7 of Schedule D, as each of the foregoing may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time thereafter in compliance with this Section 4.12, the “Alternative Financing Commitment Letter”). Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Parent or its Affiliates be required to pay any fees or any interest rates applicable to the Alternative Financing in excess of those contemplated by the Debt Commitment Letter as in effect on the date hereof (including the market flex provisions) or agree to any term (including any market flex term) less favorable to Parent than such term contained in the Debt Commitment Letter as in effect on the date hereof (including the market flex provisions). (e) For purposes of this Agreement (other than with respect to representations in this Agreement made by or with respect to the Parent or the Purchaser that speak as of the date hereof or another specified date), references to the “Debt Commitment Letter” shall include such document as permitted or required by this Section 4.12 to be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived, in each case from and after such amendment, supplement, replacement, substitution, termination or other modification or waiver and, for the avoidance of doubt, references to “Financing” shall include, in whole or in part (as applicable), any supplemental, replacement or substitute financing provided for thereunder. (f) The Parent and the Purchaser acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, the obligations to perform their respective agreements hereunder, including to complete the Arrangement subject to the terms and conditions hereof, are not conditioned on obtaining of the Financing or any Alternative Financing or on the performance of any party to the Debt Commitment Letter.

Financing Covenants. (a) The Parent Purchaser and the Purchaser Acquireco shall use use, and cause their commercially respective affiliates to use, their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange and obtain the Financing, Debt Financing described in the Debt Commitment Letter on the terms and conditions (including the flex provisions) described therein and in the related fee letter including using their commercially reasonable best efforts to (i) to maintain in effect the Debt Commitment Letter in accordance with its terms until the consummation of the transactions contemplated by this Agreement (subject or until the earlier termination of the commitments thereunder, in accordance with the terms of the Debt Commitment Letters, unless the Purchaser shall have arranged and obtained in replacement thereof alternative financing from alternative sources in an amount sufficient to any amendment, supplement, replacement, substitution, termination or other modification or waiver that is not prohibited consummate the transactions contemplated by clause this Agreement (c) belowincluding the Arrangement), with conditions precedent to funding not less favorable to the Purchaser (iiin the reasonable judgment of Purchaser) negotiate and enter into definitive agreements with respect thereto on than the terms and conditions contained set forth in the Debt Commitment Letter (including the flex provisions thereof)), including to the extent any asset sales or debt incurrences are consummated which would reduce the commitments under the Debt Commitment Letter, by ensuring that the proceeds of such transactions are available in place of such reduced commitments to consummate the transactions contemplated by this Agreement, including the Arrangement, (ii) to negotiate and enter into definitive agreements with respect to the financing contemplated by the Debt Commitment Letter (collectively, the “Debt Financing Agreements”) on the terms and conditions (including the flex provisions) or contained in the Debt Commitment Letter and related fee letter or, if available, on other terms taken as a whole, not materially less favorable that are acceptable to the Parent Purchaser and would not adversely affect the Purchaserability of the Purchaser and Acquireco to consummate the transactions contemplated by this Agreement, (iii) satisfy, or obtain a waiver thereof, to satisfy on a timely basis all conditions to funding that are applicable to the Debt Commitment Letter Purchaser, Acquireco and such definitive agreements related thereto, (iv) assuming that all conditions contained their respective affiliates in the Debt Commitment Letter or (including, without limitation, to ensure that no event of default (an “Existing Credit Agreement Event of Default”) described in paragraph (g)(i) of Exhibit B to the Debt Commitment Letter exists) and such definitive agreements related thereto have been satisfied, and to consummate the Debt Financing at or prior to the Effective Time Time, and (viv) to the extent the Financing Parties party thereto do not fund the Financing in accordance with the terms of the Debt Commitment Letter or such definitive agreements related thereto, enforce their rights under the Debt Commitment Letter or such definitive agreements, as applicable. (b) The Parent shall keep the Company reasonably informed with respect to all material activity concerning the status of the Financing contemplated by the Debt Commitment Letter and shall give the Company notice of any material adverse change with respect to the Financing as promptly as practicable. The Parent and the Purchaser shall give the Company prompt notice (w) of the termination, repudiation, rescission, cancellation or expiration of the Debt Commitment Letter or the definitive agreements related to the Financing (including in accordance with the last sentence of clause (c) below, if applicable), (x) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party to the Debt Commitment Letter, or any definitive agreements related to the Financing, in each case of which the Parent or the Purchaser becomes aware, (y) of the receipt of any written notice or other written communication, in each case received from any Financing Party with respect to any (1) breach of the Parent’s or the Purchaser’s obligations under the Debt Commitment Letter or definitive agreements related to the Financing, or actual or potential default, termination or repudiation by any party to any of the Debt Commitment Letter or definitive agreements related to the Financing (including any proposal by any Financing Party, lender or other Person to withdraw, terminate, repudiate, rescind or make a material change in the terms of the Debt Commitment Letter) or (2) material dispute between or among any parties to the Debt Commitment Letter or definitive agreements related to the Financing and (z) of the receipt of any written notice or other written communication on the basis of which the Parent expects that a party to the Financing will fail to fund the Financing or is reducing the amount of the Financing. As soon as reasonably practicable, but in any event within three Business Days of the date the Company delivers to the Parent or the Purchaser a written request, the Parent and the Purchaser shall provide any information reasonably requested by the Company relating to any circumstance referred to in clauses (w), (x), (y) or (z) of the immediately preceding sentence. (c) The Parent shall have the right from time to time to amend, supplement, replace, substitute, terminate or otherwise modify or waive its rights under the Debt Commitment Letter, including to (i) add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement or (ii) terminate or reduce any commitments under the Debt Commitment Letter in order to obtain alternative sources of debt financing in lieu of all or a portion of the Financing; provided that no such amendment, supplement, replacement, substitution, termination, modification or waiver shall (A) reduce the aggregate amount of available Financing (including by increasing the amount of fees to be paid or original issue discount to less than the amount required to consummate the transactions contemplated by this Agreement (when taken together with all cash on hand, available lines of credit and other sources of immediately available funds available to the Parent), (B) impose new or additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the existing Debt Commitment Letter, (C) adversely change the timing of the funding of the Financing in a manner that is reasonably expected to impair, delay or prevent the availability of all or a portion of the Financing or the consummation of the transactions contemplated by this Agreement or (D) otherwise materially adversely affect the ability of the Parent to consummate the transactions contemplated by this Agreement. The Parent shall furnish to the Company a copy of any executed written amendment, supplement, replacement, substitution, termination, modification or waiver of the Debt Commitment Letter. (d) In the event that any portion of the Financing necessary for the Parent to complete the Arrangement becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter (including the flex provisions) (other than as a result of the Company’s breach of any provision of this Agreement or failure to satisfy the conditions set forth in Section 6.3), (i) the Parent shall promptly notify the Company and (ii) the Parent and the Purchaser shall use their commercially reasonable efforts to (A) arrange and obtain, as promptly as practicable following the occurrence of such event, any such portion from alternative sources (an “Alternative Financing”) on terms that (i) taken as whole, are no more adverse to the Parent and the Purchaser than the existing Debt Commitment Letter (including after giving effect to the market flex provisions), (ii) do not impose new or additional conditions precedent or expand upon the conditions precedent to the Financing set forth in the existing Debt Commitment Letter and (iii) do not reduce the aggregate amount of available Financing to less than the amount required to consummate the transactions contemplated by this Agreement and (B) provide the Company with a copy of the new financing commitment that provides for such Alternative Financing (including all related exhibits, schedules, annexes, supplements and term sheets thereto, and including any related fee letter, which may be redacted in a manner consistent with Paragraph 7 of Schedule D, as each of the foregoing may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time thereafter in compliance with this Section 4.12, the “Alternative Financing Commitment Letter”). Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Parent or its Affiliates be required to pay any fees or any interest rates applicable to the Alternative Financing in excess of those contemplated by the Debt Commitment Letter as in effect on the date hereof (including the market flex provisions) or agree to any term (including any market flex term) less favorable to Parent than such term contained in the Debt Commitment Letter as in effect on the date hereof (including the market flex provisions). (e) For purposes of this Agreement (other than with respect to representations in this Agreement made by or with respect to the Parent or the Purchaser that speak as of the date hereof or another specified date), references to the “Debt Commitment Letter” shall include such document as permitted or required by this Section 4.12 to be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived, in each case from and after such amendment, supplement, replacement, substitution, termination or other modification or waiver and, for the avoidance of doubt, references to “Financing” shall include, in whole or in part (as applicable), any supplemental, replacement or substitute financing provided for thereunder. (f) The Parent and the Purchaser acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, the obligations to perform their respective agreements hereunder, including to complete the Arrangement subject to the terms and conditions hereof, are not conditioned on obtaining of the Financing or any Alternative Financing or on the performance of any party to the Debt Commitment Letter.

Financing Covenants. (a) The Blocker, the Company and its Subsidiaries agree that from the date hereof until the earlier of the Closing or the valid termination of this Agreement, to the extent that Parent and Merger Sub desires to seek financing in connection with the Purchaser transactions contemplated hereby, Blocker and the Company shall use provide, and shall cause its Subsidiaries to provide, and shall cause their commercially respective employees, agents and representatives to provide, reasonable efforts cooperation to arrange Parent and obtain Merger Sub in connection with obtaining any such financing (“Financing”). Parent shall, promptly upon request by Blocker or the FinancingCompany, including using reimburse the Company and its Subsidiaries and Blocker for all out-of-pocket costs incurred by such Person or their commercially reasonable efforts respective Representatives in connection with such cooperation and shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives for, from and against any and all Losses actually suffered or incurred by them in connection therewith. Notwithstanding anything to the contrary contained in this Section 6.9, (i) maintain Blocker, the Company and its Subsidiaries shall not be required, under the provisions of this Section 6.9 or otherwise in effect connection with the Debt Commitment Letter Financing (subject x) to pay any amendment, supplement, replacement, substitution, termination commitment or other modification or waiver similar fee prior to the Closing that is not prohibited advanced by clause the Parent or Merger Sub or (cy) below)to incur any expense unless such expense is reimbursed by the Parent on the earlier of the Closing or termination of this Agreement in accordance with Article VIII, and (ii) negotiate and enter into definitive agreements (w) neither the Blocker, the Company nor any of their respective Subsidiaries shall be required to incur any Liability in connection with respect thereto on the terms and conditions contained in the Debt Commitment Letter (including the flex provisions) or on other terms taken as a whole, not materially less favorable to the Parent and the Purchaser, (iii) satisfy, or obtain a waiver thereof, on a timely basis all conditions to funding the Debt Commitment Letter and such definitive agreements related thereto, (iv) assuming that all conditions contained in the Debt Commitment Letter or such definitive agreements related thereto have been satisfied, consummate the Financing at or prior to the Effective Time and (v) to the extent the Financing Parties party thereto do not fund the Financing in accordance with the terms of the Debt Commitment Letter or such definitive agreements related thereto, enforce their rights under the Debt Commitment Letter or such definitive agreements, as applicable. (b) The Parent shall keep the Company reasonably informed with respect to all material activity concerning the status of the Financing contemplated by the Debt Commitment Letter and shall give the Company notice of any material adverse change with respect to the Financing as promptly as practicable. The Parent and the Purchaser shall give the Company prompt notice (w) of the termination, repudiation, rescission, cancellation or expiration of the Debt Commitment Letter or the definitive agreements related to the Financing (including in accordance with the last sentence of clause (c) below, if applicable)Closing, (x) the pre-Closing board of any breach managers of the Company and Blocker and the directors, managers or default (or any event or circumstance thatmembers of the Subsidiaries of the Company shall not be required to adopt resolutions approving the agreements, with or without notice, lapse of time or both, would reasonably be expected documents and instruments pursuant to give rise to any breach or default) by any party to the Debt Commitment Letter, or any definitive agreements related to the Financing, in each case of which the Parent or the Purchaser becomes awareFinancing is obtained, (y) neither the Blocker, the Company nor any of their respective Subsidiaries shall be required to execute prior to the receipt of Closing any written notice definitive financing documents, including any credit or other written communicationagreements, pledge or security documents, or other certificates, legal opinions or documents in each case received from any Financing Party connection with respect to any (1) breach of the Parent’s or the Purchaser’s obligations under the Debt Commitment Letter or definitive agreements related to the Financing, or actual or potential default, termination or repudiation by any party to any of the Debt Commitment Letter or definitive agreements related to the Financing (including any proposal by any Financing Party, lender or other Person to withdraw, terminate, repudiate, rescind or make a material change in the terms of the Debt Commitment Letter) or (2) material dispute between or among any parties to the Debt Commitment Letter or definitive agreements related to the Financing and (z) neither the Blocker, the Company nor any of the receipt of their respective Subsidiaries shall be required to take any written notice or other written communication on the basis of which the Parent expects that a party corporate actions prior to the Financing will fail Closing to fund permit the Financing or is reducing the amount consummation of the Financing. As soon as reasonably practicable, but in any event within three Business Days Each of the date the Company delivers Parent and Merger Sub acknowledges and agrees that it is not a condition to the Parent or the Purchaser a written request, the Parent and the Purchaser shall provide any information reasonably requested by the Company relating to any circumstance referred to in clauses (w), (x), (y) or (z) of the immediately preceding sentence. (c) The Parent shall have the right from time to time to amend, supplement, replace, substitute, terminate or otherwise modify or waive its rights Closing under the Debt Commitment Letter, including to (i) add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement or (ii) terminate or reduce any commitments under the Debt Commitment Letter in order to obtain alternative sources of debt financing in lieu of all or a portion of the Financing; provided that no such amendment, supplement, replacement, substitution, termination, modification or waiver shall (A) reduce the aggregate amount of available Financing (including by increasing the amount of fees to be paid or original issue discount to less than the amount required for Parent and/or Merger Sub to consummate the transactions contemplated by this Agreement (when taken together with all cash on hand, available lines of credit and other sources of immediately available funds available to the Parent), (B) impose new or additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the existing Debt Commitment Letter, (C) adversely change the timing of the funding of the Financing in a manner that is reasonably expected to impair, delay or prevent the availability of all or a portion of the any Financing or the consummation of the transactions contemplated by this Agreement or (D) otherwise materially adversely affect the ability of the Parent to consummate the transactions contemplated by this Agreement. The Parent shall furnish to the Company a copy of receive any executed written amendment, supplement, replacement, substitution, termination, modification or waiver of the Debt Commitment Letter. (d) In the event that any portion of the Financing necessary for the Parent to complete the Arrangement becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter (including the flex provisions) (other than as a result of the Company’s breach of any provision of this Agreement or failure to satisfy the conditions set forth in Section 6.3), (i) the Parent shall promptly notify the Company and (ii) the Parent and the Purchaser shall use their commercially reasonable efforts to (A) arrange and obtain, as promptly as practicable following the occurrence of such event, any such portion from alternative sources (an “Alternative Financing”) on terms that (i) taken as whole, are no more adverse to the Parent and the Purchaser than the existing Debt Commitment Letter (including after giving effect to the market flex provisions), (ii) do not impose new or additional conditions precedent or expand upon the conditions precedent to the Financing set forth in the existing Debt Commitment Letter and (iii) do not reduce the aggregate amount of available Financing to less than the amount required to consummate the transactions contemplated by this Agreement and (B) provide the Company with a copy of the new financing commitment that provides for such Alternative Financing (including all related exhibits, schedules, annexes, supplements and term sheets thereto, and including any related fee letter, which may be redacted in a manner consistent with Paragraph 7 of Schedule D, as each of the foregoing may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time thereafter in compliance with this Section 4.12, the “Alternative Financing Commitment Letter”)proceeds thereof. Notwithstanding anything to the contrary contained in this Agreement, in no event the Company and Blocker shall be deemed to have complied with their obligations under this Section 6.9 unless the Financing has not been obtained by Parent or its Affiliates be required to pay any fees or any interest rates applicable to the Alternative Financing in excess of those contemplated by the Debt Commitment Letter Merger Sub primarily as in effect on the date hereof (including the market flex provisions) or agree to any term (including any market flex term) less favorable to Parent than such term contained in the Debt Commitment Letter as in effect on the date hereof (including the market flex provisions). (e) For purposes of this Agreement (other than with respect to representations in this Agreement made by or with respect to the Parent or the Purchaser that speak as a result of the date hereof Company’s or another specified date), references to the “Debt Commitment Letter” shall include such document as permitted or required by Blocker’s willful and material breach of their respective obligations under this Section 4.12 to be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived, in each case from and after such amendment, supplement, replacement, substitution, termination or other modification or waiver and, for the avoidance of doubt, references to “Financing” shall include, in whole or in part (as applicable), any supplemental, replacement or substitute financing provided for thereunder. (f) The Parent and the Purchaser acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, the obligations to perform their respective agreements hereunder, including to complete the Arrangement subject to the terms and conditions hereof, are not conditioned on obtaining of the Financing or any Alternative Financing or on the performance of any party to the Debt Commitment Letter.6.9. 88758860_15

Financing Covenants. (a) The Parent and Without limiting its obligations described under “—Cooperation; Efforts to Complete the Arrangement,” beginning on page 80, the Purchaser shall has further agreed to, and to cause its applicable subsidiaries to use their respective commercially reasonable efforts to do, or cause to be done, all things reasonably necessary, proper or advisable to obtain the financing set forth in the debt and equity financing agreements described in “The Arrangement—Financing of the Arrangement,” beginning on page 62 as promptly as practicable after the date of the Arrangement Agreement, on or substantially on the terms set forth therein. In addition, if for any reason all or any portion of such financing becomes unavailable on the terms and conditions of such financing agreements or from the financing sources contemplated thereby, the Purchaser will notify CRH thereof and use its reasonable commercial efforts to arrange and obtain alternative equity financing from alternative sources as promptly as practicable following the Financingoccurrence of such event and in an amount sufficient to consummate the Arrangement, including using their commercially reasonable efforts and notify CRH of any such replacement financing. The Purchaser has further agreed to (i) maintain in effect the Debt Commitment Letter (subject to any amendment, supplement, replacement, substitution, termination or other modification or waiver that is not prohibited by clause (c) below), (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letter (including the flex provisions) or on other terms taken as a whole, not materially less favorable to the Parent and the Purchaser, (iii) satisfy, or obtain a waiver thereof, keep CRH informed on a timely reasonably current basis all conditions in reasonable detail of such financings, provide to funding the Debt Commitment Letter and such definitive agreements related thereto, (iv) assuming that all conditions contained in the Debt Commitment Letter or such definitive agreements related thereto have been satisfied, consummate the Financing at or prior to the Effective Time and (v) to the extent the Financing Parties party thereto do not fund the Financing in accordance with the terms of the Debt Commitment Letter or such definitive agreements related thereto, enforce their rights under the Debt Commitment Letter or such definitive agreements, as applicable. (b) The Parent shall keep the Company reasonably informed with respect to all material activity concerning the status of the Financing contemplated by the Debt Commitment Letter and shall give the Company notice CRH copies of any material adverse change with respect amendments related thereto and provide to the Financing as promptly as practicable. The Parent and the Purchaser shall give the Company CRH prompt written notice (w) of the termination, repudiation, rescission, cancellation or expiration of the Debt Commitment Letter or the definitive agreements related to the Financing (including in accordance with the last sentence of clause (c) below, if applicable), (x) of of: • any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would could reasonably be expected to give rise to any material breach or material default) by any party to the Debt Commitment Letter, or any definitive agreements related to the Financing, in each case of which the Parent or the Purchaser becomes aware, (y) of such financing agreement; • the receipt of any written notice or other written communication, in each case received communication from any Financing Party party to any such financing agreement or other definitive agreement or document related to such financing with respect to any (1) breach actual or threatened material breach, default, withdrawal, termination or repudiation of any provision of such financing agreement; • any material dispute or disagreement between or among a WELL party and any of the Parent’s other parties to any such financing agreement; and • Purchaser becoming aware of any fact, circumstance, event or other reason that would reasonably be expected to result in Finco or the Purchaser, as applicable, not being able to timely obtain all or any portion of such financing on the terms, in the manner or from the financing sources contemplated by such financing agreements. It is not a condition to completion of the Arrangement or any of the Purchaser’s obligations under the Debt Commitment Letter Arrangement Agreement that the WELL parties obtain financing pursuant to any or definitive all of such financing agreements or from any other source for or related to the Financing, or actual or potential default, termination or repudiation by any party to any of the Debt Commitment Letter or definitive agreements related to the Financing (including any proposal by any Financing Party, lender or other Person to withdraw, terminate, repudiate, rescind or make a material change in the terms of the Debt Commitment Letter) or (2) material dispute between or among any parties to the Debt Commitment Letter or definitive agreements related to the Financing and (z) of the receipt of any written notice or other written communication on the basis of which the Parent expects that a party to the Financing will fail to fund the Financing or is reducing the amount of the Financing. As soon as reasonably practicable, but in any event within three Business Days of the date the Company delivers to the Parent or the Purchaser a written request, the Parent and the Purchaser shall provide any information reasonably requested by the Company relating to any circumstance referred to in clauses (w), (x), (y) or (z) of the immediately preceding sentence. (c) The Parent shall have the right from time to time to amend, supplement, replace, substitute, terminate or otherwise modify or waive its rights under the Debt Commitment Letter, including to (i) add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date of this Agreement or (ii) terminate or reduce any commitments under the Debt Commitment Letter in order to obtain alternative sources of debt financing in lieu of all or a portion of the Financing; provided that no such amendment, supplement, replacement, substitution, termination, modification or waiver shall (A) reduce the aggregate amount of available Financing (including by increasing the amount of fees to be paid or original issue discount to less than the amount required to consummate the transactions contemplated by this Agreement (when taken together with all cash on hand, available lines of credit and other sources of immediately available funds available to the Parent), (B) impose new or additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the existing Debt Commitment Letter, (C) adversely change the timing of the funding of the Financing in a manner that is reasonably expected to impair, delay or prevent the availability of all or a portion of the Financing or the consummation of the transactions contemplated by this Agreement or (D) otherwise materially adversely affect the ability of the Parent to consummate the transactions contemplated by this Agreement. The Parent shall furnish to the Company a copy of any executed written amendment, supplement, replacement, substitution, termination, modification or waiver of the Debt Commitment Letter. (d) In the event that any portion of the Financing necessary for the Parent to complete the Arrangement becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter (including the flex provisions) (other than as a result of the Company’s breach of any provision of this Agreement or failure to satisfy the conditions set forth in Section 6.3), (i) the Parent shall promptly notify the Company and (ii) the Parent and the Purchaser shall use their commercially reasonable efforts to (A) arrange and obtain, as promptly as practicable following the occurrence of such event, any such portion from alternative sources (an “Alternative Financing”) on terms that (i) taken as whole, are no more adverse to the Parent and the Purchaser than the existing Debt Commitment Letter (including after giving effect to the market flex provisions), (ii) do not impose new or additional conditions precedent or expand upon the conditions precedent to the Financing set forth in the existing Debt Commitment Letter and (iii) do not reduce the aggregate amount of available Financing to less than the amount required to consummate the transactions contemplated by this Agreement and (B) provide the Company with a copy of the new financing commitment that provides for such Alternative Financing (including all related exhibits, schedules, annexes, supplements and term sheets thereto, and including any related fee letter, which may be redacted in a manner consistent with Paragraph 7 of Schedule D, as each of the foregoing may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time thereafter in compliance with this Section 4.12, the “Alternative Financing Commitment Letter”). Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Parent or its Affiliates be required to pay any fees or any interest rates applicable to the Alternative Financing in excess of those contemplated by the Debt Commitment Letter as in effect on the date hereof (including the market flex provisions) or agree to any term (including any market flex term) less favorable to Parent than such term contained in the Debt Commitment Letter as in effect on the date hereof (including the market flex provisions). (e) For purposes of this Agreement (other than with respect to representations in this Agreement made by or with respect to the Parent or the Purchaser that speak as of the date hereof or another specified date), references to the “Debt Commitment Letter” shall include such document as permitted or required by this Section 4.12 to be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived, in each case from and after such amendment, supplement, replacement, substitution, termination or other modification or waiver and, for the avoidance of doubt, references to “Financing” shall include, in whole or in part (as applicable), any supplemental, replacement or substitute financing provided for thereunder. (f) The Parent and the Purchaser acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, the obligations to perform their respective agreements hereunder, including to complete the Arrangement subject to the terms and conditions hereof, are not conditioned on obtaining of the Financing or any Alternative Financing or on the performance of any party to the Debt Commitment Letter.

Financing Covenants. (a) The Each of Parent and the Purchaser Acquisition Sub shall, and Parent shall cause Acquisition Sub to, use their commercially 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 timely arrange and obtain the Financing, including using their commercially reasonable efforts to (i) maintain in effect proceeds of the Debt Commitment Letter (subject to any amendment, supplement, replacement, substitution, termination or other modification or waiver that is not prohibited by clause (c) below), (ii) negotiate and enter into definitive agreements with respect thereto Financing on the terms and conditions set forth in the Commitment Letters. Without limiting the generality of the foregoing, each of Parent and Acquisition Sub shall, and Parent shall cause Acquisition Sub to: (i) use its reasonable best efforts to maintain in full force and effect the Commitment Letters and the Existing Credit Agreements (or to the extent superseded thereby, any definitive agreements with respect to the Financing (which definitive agreements, whether entered into before or after the date of this Agreement, are referred to collectively in this Agreement as the “Definitive Financing Agreements”)) in accordance with the terms and subject to the conditions set forth therein; (ii) as promptly as practicable after the date of this Agreement, use its reasonable best efforts to negotiate, execute and deliver (and cause the other parties to the Commitment Letters to negotiate, execute and deliver) the Definitive Financing Agreements on terms and conditions no less favorable to Parent than the terms and conditions (including “market flex” terms and conditions) contained in the Debt Commitment Letter (including the flex provisions) or on other terms taken as a whole, not materially less favorable to the Parent and the Purchaser, Letters; (iii) satisfywithout limiting the effect of Section 5.6(b), or obtain comply on a waiver thereof, timely basis with all covenants and other obligations and use its reasonable best efforts to satisfy on a timely basis all conditions to funding and other contingencies set forth in the Debt Commitment Letter Letters, Existing Credit Agreements and such definitive agreements related thereto, Definitive Financing Agreements; (iv) assuming pay in a timely manner any commitment or other fees that all conditions are or become payable under any of the Commitment Letters, Existing Credit Agreements or Definitive Financing Agreements on or following the date of this Agreement; (v) use its reasonable best efforts to obtain any rating agency approvals necessary to obtain the Financing; (vi) if necessary, comply with any “market flex” provisions contained in the Debt Commitment Letter Letters or the Definitive Financing Agreements in the event such definitive agreements related thereto have been satisfied, consummate the Financing at or prior to the Effective Time and (v) to the extent the Financing Parties party thereto do not fund the Financing “market flex” provisions are exercised in accordance with the terms of the Debt Commitment Letter or such definitive agreements related thereto, thereof; (vii) diligently enforce their its rights under the Debt Commitment Letter Letters, Existing Credit Agreements and Definitive Financing Agreements, and if necessary or such definitive agreementsappropriate, as applicablecommence, participate in and diligently pursue Legal Proceedings against or involving any of the Persons that have committed to provide any portion of, or otherwise with respect to, the Financing; (viii) use its reasonable best efforts to cause the lenders and other Persons expected to provide Financing to fund the full amount of the Financing; and (ix) otherwise use its reasonable best efforts to cause the Financing to be funded in full on or prior to the Offer Closing. (b) The Without limiting any of its obligations hereunder, Parent shall keep the Company reasonably informed on a current basis in reasonable detail with respect to all material activity concerning the status of the Financing, including the status of Parent’s and Acquisition Sub’s efforts to comply with their covenants and other obligations under, and satisfy the conditions and other contingencies set forth in, the Commitment Letters, Existing Credit Agreements and Definitive Financing contemplated by Agreements. Without limiting the Debt Commitment Letter and foregoing, Parent shall give the Company notice and the Company’s legal counsel reasonable opportunity to review and comment upon drafts of any material adverse change with respect all commitment letters and Definitive Financing Agreements. Parent shall deliver to the Company accurate and complete copies of the Definitive Financing as Agreements promptly as practicableafter their execution. The Without limiting the generality of the foregoing, Parent and the Purchaser Acquisition Sub shall give the Company prompt notice (wand in no event later than two business days after obtaining knowledge) of the termination, repudiation, rescission, cancellation or expiration of the Debt Commitment Letter or the definitive agreements related to the Financing (including in accordance with the last sentence of clause (ci) below, if applicable), (x) of any actual breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would could reasonably be expected to give rise to any breach or default) by on the part of any party to the Debt any Commitment Letter, Existing Credit Agreement or any definitive agreements related to Definitive Financing Agreement, (ii) the Financing, in each case of which the receipt by Parent or the Purchaser becomes aware, (y) of the receipt Acquisition Sub of any written notice or other written communication, in each case received communication from any Financing Party Person with respect to any (1) breach of the Parent’s or the Purchaser’s obligations under the Debt Commitment Letter or definitive agreements related to the Financing, or actual or potential defaultbreach, termination default or dispute by or involving any party under any Commitment Letter, Existing Credit Agreement or Definitive Financing Agreement, (iii) any actual or purported withdrawal, modification, termination, rescission or repudiation by of any party to any of the Debt Commitment Letter or definitive agreements related to the Financing (including any proposal by any Financing Party, lender or other Person to withdraw, terminate, repudiate, rescind or make a material change in the terms of the Debt Commitment Letter, Existing Credit Agreement or Definitive Financing Agreement, or any provision thereof, (iv) any actual or (2) material contemplated dispute between or among disagreement with any parties Person expected to the Debt Commitment Letter or definitive agreements related to provide any portion of the Financing and (zv) any other circumstance resulting in Parent no longer believing in good faith that it will be able to obtain, prior to the Offer Closing, all or any portion of the receipt of any written notice or other written communication Financing on the basis of which terms, in the Parent expects that a party to manner or from the Financing will fail to fund the Financing or is reducing the amount sources contemplated by any of the FinancingCommitment Letters or Definitive Financing Agreements. As soon as reasonably practicable, but in any event within three Business Days of the date two business days after the Company delivers to the Parent or the Purchaser Acquisition Sub a written requestrequest therefor, the Parent and the Purchaser Acquisition Sub shall provide any information reasonably requested by the Company relating to any circumstance referred to in clauses clause “(wi), ,” “(xii), ,” “(y) iii),” “(iv)” or “(z) v)” of the immediately preceding sentence. (c) The Neither Parent nor Acquisition Sub shall have the right from time agree to time or permit any amendment or modification to amendbe made to, supplementor any waiver of any provision or remedy under, replace, substitute, terminate or otherwise modify or waive its rights under the Debt any Commitment Letter, including to (i) add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as of the date of this Existing Credit Agreement or (ii) terminate or reduce any commitments under the Debt Commitment Letter in order to obtain alternative sources of debt financing in lieu of all or a portion of the Financing; provided that no Definitive Financing Agreement if such amendment, supplement, replacement, substitution, termination, modification or waiver shall (Ai) reduce reduces the aggregate amount of available the Financing (including by increasing changing the amount of fees to be paid or original issue discount to less than discount); (ii) expands the amount required to consummate the transactions contemplated by this Agreement (when taken together with all cash on hand, available lines of credit and conditions or other sources of immediately available funds available contingencies relating to the receipt or funding of the Financing, amends or modifies in a manner adverse to Parent), Acquisition Sub, the Company or any holders of Company Shares any of the conditions or other contingencies relating to the receipt or funding of the Financing (Bwhether by making any of such conditions or other contingencies less likely to be satisfied on a timely basis or otherwise) impose or imposes new or additional conditions precedent or expand upon the conditions precedent other contingencies relating to the Financing as set forth in the existing Debt Commitment Letter, (C) adversely change the timing receipt or funding of the Financing; (iii) could reasonably be expected to (A) prevent or delay the Offer Closing or the date on which the Financing would be obtained or (B) make the timely funding of the Financing in a manner that is reasonably expected less likely to impair, delay or prevent the availability of all or a portion of the Financing or the consummation of the transactions contemplated by this Agreement or occur; (Div) otherwise materially adversely affect impacts the ability of Parent or Acquisition Sub to enforce its rights against any of the other parties to the Commitment Letters, Existing Credit Agreements or Definitive Financing Agreements; or (v) is otherwise adverse to the interests of Parent, Acquisition Sub, the Company or any holders of Company Shares in any respect; provided that, for the avoidance of doubt, (1) Parent may amend the Debt Financing Commitment Letter to consummate add lenders, lead arrangers, bookrunners, co-managers, syndication agents or other financing sources who had not executed the transactions contemplated by this Agreement. The Debt Financing Commitment Letter as of the date hereof in connection therewith, amend the economic and other arrangements with respect to the appointment of such existing and additional entities (including in connection with the Second Lien Giveaway), in each case, in accordance with the terms of the Debt Financing Commitment Letter as in effect on the date hereof; and (2) Parent shall promptly furnish to the Company a copy copies of such amendments. Neither Parent nor Acquisition Sub shall agree to or permit the withdrawal, repudiation, termination or rescission of any executed written amendment, supplement, replacement, substitution, termination, modification or waiver of the Debt Commitment Letter, any Existing Credit Agreement or any provision thereof. (d) In the event that If any portion of the Financing necessary for the Parent to complete the Arrangement becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter (including the flex provisions) (other than as a result in any of the Company’s breach Commitment Letters or Definitive Financing Agreements for any reason, or any of the Commitment Letters, Existing Credit Agreements or Definitive Financing Agreements shall be withdrawn, repudiated, terminated or rescinded for any provision reason, then (without limiting any of this Agreement their other obligations under Section 5.6(a)(vii) or failure to satisfy the conditions set forth in Section 6.3), (iotherwise) the Parent shall promptly notify the Company and (ii) the Parent and the Purchaser Acquisition Sub shall use their commercially reasonable best efforts to (A) arrange and obtain, as promptly as practicable following practicable, from the occurrence of such eventsame and/or alternative financing sources, any such portion from alternative sources (financing in an “Alternative Financing”) on terms that (i) taken as whole, are no more adverse to the Parent and the Purchaser than the existing Debt Commitment Letter (including after giving effect to the market flex provisions), (ii) do not impose new or additional conditions precedent or expand upon the conditions precedent to the Financing set forth in the existing Debt Commitment Letter and (iii) do not reduce the aggregate amount of available Financing to less than the amount required sufficient to consummate the transactions contemplated by this Agreement and make the payments referred to in Section 4.6(e), and on terms and conditions that (Bi) are not less favorable to Parent, Acquisition Sub or the Company than those set forth in the Commitment Letters, and (ii) provide no less probability of consummating the Company with transactions contemplated by this Agreement in a copy timely manner than did the terms and conditions of the new Commitment Letters at the time they were entered into. In the event any alternative financing commitment that provides for such Alternative Financing (including all related exhibits, schedules, annexes, supplements and term sheets thereto, and including any related fee letter, which may be redacted is obtained in a manner consistent with Paragraph 7 of Schedule D, as each of the foregoing may be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time thereafter in compliance accordance with this Section 4.12, the 5.6(d) (“Alternative Financing Commitment LetterFinancing”). Notwithstanding anything , references in this Agreement to the contrary contained Financing shall also be deemed to refer to such Alternative Financing, and if one or more commitment letters or definitive financing agreements are entered into or proposed to be entered into in connection with such Alternative Financing, references in this Agreement, in no event shall the Parent or its Affiliates be required to pay any fees or any interest rates applicable Agreement to the Commitment Letters and the Definitive Financing Agreements shall also be deemed to refer to such commitment letters and definitive financing agreements relating to such Alternative Financing in excess Financing, and all obligations of those contemplated by Parent and Acquisition Sub pursuant to this Section 5.6 shall be applicable thereto to the Debt Commitment Letter same extent as in effect on Parent’s and Acquisition Sub’s obligations with respect to the date hereof (including the market flex provisions) or agree to any term (including any market flex term) less favorable to Parent than such term contained in the Debt Commitment Letter as in effect on the date hereof (including the market flex provisions)Financing. (e) For purposes Parent shall not, and shall not permit any of this Agreement (other than with respect its Affiliates to, without the prior written consent of the Company, take or fail to representations in this Agreement made by take any action, or with respect enter into or fail to enter into any transaction, including any merger, acquisition, business combination, joint venture, sale, disposition, lease, contract or debt or equity financing, if the Parent taking of or failure to take such action or the Purchaser that speak as of the date hereof entering into or another specified date)failure to enter into such transaction could reasonably be expected to impair, references to the “Debt Commitment Letter” shall include such document as permitted delay or required by this Section 4.12 to be amended, supplemented, replaced, substituted, terminated or otherwise modified or waived, in each case from and after such amendment, supplement, replacement, substitution, termination or other modification or waiver and, for the avoidance of doubt, references to “Financing” shall include, in whole or in part (as applicable), any supplemental, replacement or substitute financing provided for thereunder. (f) The Parent and the Purchaser acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, the obligations to perform their respective agreements hereunder, including to complete the Arrangement subject to the terms and conditions hereof, are not conditioned on obtaining prevent consummation of the Financing or any Alternative Financing or on the performance funding of any party to the Debt Commitment Letterportion thereof.