Common use of Financing; Financing Cooperation Clause in Contracts

Financing; Financing Cooperation. (a) Parent shall, to the extent the proceeds thereof are required to consummate the transactions contemplated hereby, use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange the Debt Financing and to consummate the Debt Financing on the Closing Date. Such actions shall include using reasonable best efforts to: (i) maintain in effect the Debt Commitment Letter (except as otherwise permitted in the definition of Financing Failure Event) until the transactions contemplated by this Agreement are consummated or this Agreement is terminated in accordance with its terms; (ii) cause senior management of Parent to participate in, and assist with, the preparation of rating agency presentations and meetings with rating agencies; (iii) satisfy on a timely basis (or, if deemed advisable by Parent, seek a waiver on a timely basis of) all Financing Conditions within its control; (iv) negotiate, execute and deliver Debt Financing Documents that reflect the terms contained in the Debt Commitment Letter (including any “market flex” provisions related thereto) or on such other terms no less favorable to Parent than those set forth in the Debt Commitment Letter; and (v) in the event that the conditions set forth in Section 6.1 and Section 6.2 and the Financing Conditions have been satisfied or, upon funding would be satisfied, enforce Parent’s rights under the Debt Commitment Letter in the event of a Financing Failure Event that prevents, impedes or delays the Closing. Parent shall use reasonable best efforts to give the Company prompt notice of any material breach or repudiation by any Financing Sources to the Debt Commitment Letter of which Parent obtains knowledge. (b) Without limiting Parent’s other obligations under Section 5.17(a), if a Financing Failure Event occurs, Parent shall (i) promptly notify the Company of such Financing Failure Event and the reasons therefor, (ii) use reasonable best efforts to obtain alternative financing from alternative financing sources, in an amount sufficient, together with any other sources of funds available to Parent or Merger Sub (including cash and cash equivalents held by Parent and the Company and the proceeds of available lines of credit under existing revolving credit facilities or Parent), to consummate the transactions contemplated by this Agreement, as promptly as reasonably practicable following the occurrence of such Financing Failure Event (provided, however, that Parent shall not be required to obtain alternative financing which includes terms and conditions materially less favorable (taking into account any “market flex” provision), in the aggregate, to Parent, in each case relative to those in the Debt Financing being replaced) and (iii) obtain, and when obtained, provide the Company with a true and complete copy of, a new financing commitment that provides for such alternative financing subject only to the Financing Conditions. Neither Parent nor any of its Affiliates shall amend, modify, supplement, restate, assign, substitute or replace any of the Debt Commitment Letter or any definitive document relating to the Debt Financing; provided, however, that, notwithstanding the foregoing, Parent and its Affiliates shall be permitted to amend, modify, supplement, restate, assign, substitute, replace or terminate any of the Debt Commitment Letter or any definitive document relating to the Debt Financing if the effect of such amendment, modification, supplement, restatement, assignment, substitution, replacement or termination would not impose new or additional conditions or otherwise expand, amend or modify any of the Financing Conditions or other terms in a manner that would reasonably be expected to materially delay, impair or prevent the consummation of the transactions contemplated by this Agreement; provided, further, that the Parent may amend the Debt Commitment Letter to 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 so long as such parties are creditworthy. Parent shall keep the Company reasonably informed as to the status of Parent’s efforts to arrange the Debt Financing. (c) Prior to the Closing, the Company will, and will cause its Representatives to, use reasonable best efforts to provide to Parent all cooperation and take all corporate action required, as reasonably requested by Parent in connection with the arrangement, marketing and consummation of the Debt Financing (provided, however, that such requested cooperation does not unreasonably interfere in any material respect with the ongoing operations of the Company), including using reasonable best efforts to: (i) deliver to Parent such historical financial information regarding the Company as may be reasonably requested by Parent and that is customarily required for the Debt Financing, including (A) the financial statements referred to in Exhibit C to the Debt Commitment Letter, which financial statements need not be delivered prior to such financial statements being filed with the SEC on XXXXX (provided that such financial statements are filed with the SEC on a timely basis) and such filing shall constitute delivery and (B) any other pertinent information as may be reasonably requested by Parent to enable Parent to prepare, and to reasonably cooperate with Parent and the Financing Sources in the preparation of, customary pro forma financial statements of Parent that meet the requirements of Regulation S-X under the Securities Act and all other accounting rules and regulation of the SEC promulgated thereunder, provided that (x) the Company’s obligation to provide information for such pro forma financial statements shall be limited to information about the Company and its Subsidiaries and (y) Parent and Merger Sub shall be solely responsible for the preparation of pro forma financial statements, including any adjustments incorporated into any such pro forma financial statements; (ii) to the extent customarily required for the Debt Financing, make appropriate officers available to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, Financing Sources and prospective Financing Sources, in each case, upon reasonable notice and at mutually agreeable dates and times; (iii) provide reasonable assistance (including using reasonable best efforts to obtain such materials or documents from the Company Representatives) in the preparation of customary offering documents, including customary bank information memoranda, authorization letters, lender presentations, rating agency materials, registration statements, prospectuses, offering memoranda, and private placement memoranda (including information required by Regulation S-X or Regulation S-K under the Securities Act (which, for the avoidance of doubt, shall not include financial statements or information required by Rules 3-05, 3-09, 3-10 or 3-16 of Regulation S-X or information required by Item 402 of Regulation S-K or any information that the Company is not required to prepare and file with the SEC, but would include such other information and data as are otherwise reasonably necessary in order to receive customary “comfort” letters with respect to the financial statements and data referred to in clause (i) above)); (iv) if reasonably requested in writing by Parent at least ten (10) Business Days prior to the anticipated Closing, furnish at least four (4) Business Days prior to the Closing Date to Parent all customary and reasonable information regarding the Company that is required by regulatory authorities in connection with the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; (v) assist Parent in obtaining corporate, corporate family, credit, facility and securities ratings from rating agencies; (vi) provide (including using reasonable best efforts to obtain such documents from the Company Representatives) customary certificates, definitive documents, pay-off letters, “10b-5” representation letters and other customary documentation and items relating to the Debt Financing as reasonably requested by Parent and, if requested by Parent, to cooperate with and assist Parent in obtaining such documentation and items; provided, however, that no obligation of the Company under any agreement, certificate, document or instrument (other than any “10b-5” representation letter) shall be effective until the Closing; (vii) use reasonable best efforts to cause the independent accountants of the Company to provide assistance and cooperation in connection with the Debt Financing, including (1) participating in a reasonable number of drafting sessions and accounting due diligence sessions, (2) providing customary consents to use their audit reports relating the Company and (3) providing customary “comfort” (including “negative assurance” comfort) letters; and (viii) reasonably cooperate with the marketing efforts for any portion of the Debt Financing, including using its commercially reasonable efforts to ensure that any syndication effort benefits from any existing lending relationships. Notwithstanding the foregoing, nothing in this Agreement shall require the Company or any of its Representatives to (1) enter into any Contract, take any corporate action or otherwise agree to pay any fees, reimburse any expenses or otherwise incur any actual or potential liability (other than immaterial out-of-pocket expenses that shall be subject to reimbursement by Parent as set forth below), (2) take any action that would reasonably be expected to conflict with or violate the Company Charter or the Company Bylaws or any Law or result in the breach of any Contract, (3) execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing or provide any legal opinion in connection with the Debt Financing or any other debt offering or (4) provide any information subject to attorney-client privilege, attorney work product protection or other legal privilege. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company (other than with respect to any costs associated with preparing regular quarterly and annual financial statements) in performing their obligations under this Section 5.17, and indemnify the Company and its directors, officers, employees and other Representatives for any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Debt Financing other than to the extent any of the foregoing arises from any gross negligence or willful misconduct of, or material breach of this Agreement by, the Company or any of its Representatives. None of the representations, warranties or covenants of the Company set forth in this Agreement shall be deemed to apply to, or deemed breached or violated by, any of the actions taken by the Company at the express request of Parent set forth in this Section 5.17. Parent acknowledges and agrees that (i) the obtaining of the Debt Financing is not a condition to Closing and (ii) a breach of this Section 5.17 shall not constitute a breach of the Company that may give Parent termination rights in respect of this Agreement, including without limitation, for purposes of Section 7.1(f).

Financing; Financing Cooperation. (a) Parent shall, Notwithstanding anything contained in this Agreement to the extent contrary, Purchaser acknowledges and agrees that Closing is not conditioned upon Purchaser obtaining any financing. Notwithstanding anything to the proceeds thereof are required contrary contained in this Agreement, Seller shall not be deemed to consummate be in breach of the transactions contemplated hereby, covenant set forth in this Section 7.22 so long as Seller has acted in good faith to comply with the cooperation and assistance set forth in this Section 7.22. Purchaser shall use its reasonable best efforts to take, or and to cause to be taken, all actions and to do, or and to cause to be done, all things necessary or advisable to arrange the Debt Financing and to consummate the Debt Financing on the Closing Dateterms and subject to the conditions described in the Financing Commitment Letters (including the “flex” provisions therein) and shall not permit any amendment, supplement or modification to be made to, or any waiver by Purchaser of any provision or remedy under the Financing Commitment Letters, if such amendment, supplement, modification or waiver would (i) reduce the aggregate amount of net cash proceeds of the Financing as compared to the amount of such aggregate net cash proceeds contemplated by the Financing Commitment Letters as in effect on the date of this Agreement or (ii) impose new or additional conditions, or otherwise amend, modify or expand any conditions, to the receipt of the Financing in a manner that would (1) prevent, impede or delay the funding of the Financing or the consummation of the transactions contemplated by this Agreement or (2) adversely impact the ability of the Purchaser to enforce its rights against the other parties to the Financing Commitment Letters. Such actions Purchaser shall include using promptly deliver to Seller copies of any amendment, supplement, modification or waiver to the Financing Commitment Letters. Without limiting the generality of the foregoing and except to the extent that Purchaser has completed an offering of debt or equity securities whose net cash proceeds replace amounts that were to be provided under the Financing Commitment Letters and which will be available to Purchaser for Closing, Purchaser shall use its reasonable best efforts to: to (i) maintain in effect the Debt Commitment Letter (except as otherwise permitted in the definition of Financing Failure Event) until the transactions contemplated by this Agreement are consummated or this Agreement is terminated in accordance with its terms; (ii) cause senior management of Parent to participate in, and assist with, the preparation of rating agency presentations and meetings with rating agencies; (iii) satisfy on a timely basis (or, if deemed advisable by Parent, seek a waiver on a timely basis of) all Financing Conditions within its control; (iv) negotiate, execute and deliver Debt Financing Documents that reflect the terms contained in the Debt Commitment Letter (including any “market flex” provisions related thereto) or on such other terms no less favorable to Parent than those set forth in the Debt Commitment Letter; and (v) in the event that the conditions set forth in Section 6.1 and Section 6.2 and commitments under the Financing Conditions have been satisfied or, upon funding would be satisfied, enforce Parent’s rights under the Debt Commitment Letter in the event of a Financing Failure Event that prevents, impedes or delays the Closing. Parent shall use reasonable best efforts to give the Company prompt notice of any material breach or repudiation by any Financing Sources to the Debt Commitment Letter of which Parent obtains knowledge. (b) Without limiting Parent’s other obligations under Section 5.17(a), if a Financing Failure Event occurs, Parent shall (i) promptly notify the Company of such Financing Failure Event and the reasons therefor, (ii) use reasonable best efforts to obtain alternative financing from alternative financing sources, in an amount sufficient, together with any other sources of funds available to Parent or Merger Sub (including cash and cash equivalents held by Parent and the Company and the proceeds of available lines of credit under existing revolving credit facilities or Parent), to consummate the transactions contemplated by this Agreement, as promptly as reasonably practicable following the occurrence of such Financing Failure Event (provided, however, that Parent shall not be required to obtain alternative financing which includes terms and conditions materially less favorable (taking into account any “market flex” provision), in the aggregate, to Parent, in each case relative to those in the Debt Financing being replaced) and (iii) obtain, and when obtained, provide the Company with a true and complete copy of, a new financing commitment that provides for such alternative financing subject only to the Financing Conditions. Neither Parent nor any of its Affiliates shall amend, modify, supplement, restate, assign, substitute or replace any of the Debt Commitment Letter or any definitive document relating to the Debt Financing; provided, however, that, notwithstanding the foregoing, Parent and its Affiliates shall be permitted to amend, modify, supplement, restate, assign, substitute, replace or terminate any of the Debt Commitment Letter or any definitive document relating to the Debt Financing if the effect of such amendment, modification, supplement, restatement, assignment, substitution, replacement or termination would not impose new or additional conditions or otherwise expand, amend or modify any of the Financing Conditions or other terms in a manner that would reasonably be expected to materially delay, impair or prevent Letters until the consummation of the transactions contemplated by this Agreement; provided, further(ii) negotiate and enter into definitive agreements contemplated by the Financing Commitment Letters on terms and conditions (including, as applicable, the “flex” provisions) no less favorable to Purchaser than those contained in the Financing Commitment Letters, (iii) satisfy (or have waived) all conditions and covenants in the Financing Commitment Letters that are within its control at or prior to Closing, and otherwise comply in all material respects with its obligations under the Parent may amend Financing Commitment Letters and (iv) except to the Debt Commitment Letter extent that Purchaser otherwise has cash resources at Closing to add lendersfund its payment obligations hereunder taking into account upfront and similar fees payable under the Financing (including to the extent any “flex” provisions are implemented), lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Commitment Letter as upon satisfaction of the date of this Agreement so long as such parties are creditworthyconditions set forth in the Financing Commitment Letters consummate the Financing at or prior to Closing. Parent Purchaser shall keep the Company Seller reasonably informed as to of the status of Parent’s its efforts to arrange the Debt Financing. Financing (cor replacement thereof) Prior as Seller may reasonably request, and shall provide Seller with copies of all definitive documents related to the Closing, the Company will, and will cause its Representatives to, use reasonable best efforts to provide to Parent all cooperation and take all corporate action requiredFinancing and, as Seller may reasonably requested by Parent in connection with the arrangementrequest from time to time, marketing and consummation drafts of the Debt Financing (provided, however, that such requested cooperation does not unreasonably interfere in any material respect with the ongoing operations of the Company), including using reasonable best efforts to: (i) deliver documents posted to Parent such historical financial information regarding the Company as may be reasonably requested by Parent and that is customarily required for the Debt Financing, including (A) the financial statements referred to in Exhibit C to the Debt Commitment Letter, which financial statements need not be delivered prior to such financial statements being filed with the SEC on XXXXX (provided that such financial statements are filed with the SEC on a timely basis) and such filing shall constitute delivery and (B) any other pertinent information as may be reasonably requested by Parent to enable Parent to prepare, and to reasonably cooperate with Parent and the Financing Sources in the preparation of, customary pro forma financial statements of Parent that meet the requirements of Regulation S-X under the Securities Act and all other accounting rules and regulation of the SEC promulgated thereunderlender syndicate group, provided that the fee letters may be redacted. Without limiting the generality of the foregoing, Purchaser shall give Seller prompt notice (x) of any material breach or default by any party to any of the Company’s obligation Financing Commitment Letters or definitive agreements related to provide information for such pro forma financial statements shall be limited to information about the Company and its Subsidiaries and Financing of which Purchaser becomes aware, (y) Parent and Merger Sub shall be solely responsible for of the preparation receipt of pro forma financial statements, including any adjustments incorporated into any such pro forma financial statements; (ii) to the extent customarily required for the Debt Financing, make appropriate officers available to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, Financing Sources and prospective Financing Sourcesnotice or other communication, in each case, upon reasonable notice from any Financing source with respect to any (1) material breach of any of its obligations under the Financing Commitment Letters or default, termination or repudiation by any party to any of the Financing Commitment Letters or definitive agreements related to the Financing of any provisions of thereto or (2) material dispute or disagreements between or among any parties to any of the Financing Commitment Letters or definitive agreements related to the Financing with respect to the obligation to fund the Financing or the amount of the Financing to be funded at Closing and (z) if at mutually agreeable dates any time for any reason Purchaser believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms and times; conditions and in the manner or from the sources contemplated by any of the Financing Commitment Letters or definitive agreements related to the Financing. (iiib) provide reasonable assistance If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitment Letters (including using the “flex” provisions), Purchaser shall use its reasonable best efforts to arrange and obtain such materials or documents alternative financing from the Company Representatives) alternative sources subject to conditions that are not materially less favorable in the preparation aggregate to Purchaser than those set forth in the Financing Commitment Letters, in an amount sufficient when combined with other available cash resources to consummate the Acquisition and the other transactions contemplated hereby as promptly as practicable after the occurrence of customary offering documents, including customary bank information memoranda, authorization letters, lender presentations, rating agency materials, registration statements, prospectuses, offering memoranda, and private placement memoranda (including information required by Regulation S-X such event. Purchaser shall have the right from time to time to substitute other debt or Regulation S-K under the Securities Act (which, equity financing for the avoidance of doubt, shall not include financial statements all or information required by Rules 3-05, 3-09, 3-10 or 3-16 of Regulation S-X or information required by Item 402 of Regulation S-K or any information that the Company is not required to prepare and file with the SEC, but would include such other information and data as are otherwise reasonably necessary in order to receive customary “comfort” letters with respect to the financial statements and data referred to in clause (i) above)); (iv) if reasonably requested in writing by Parent at least ten (10) Business Days prior to the anticipated Closing, furnish at least four (4) Business Days prior to the Closing Date to Parent all customary and reasonable information regarding the Company that is required by regulatory authorities in connection with the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; (v) assist Parent in obtaining corporate, corporate family, credit, facility and securities ratings from rating agencies; (vi) provide (including using reasonable best efforts to obtain such documents from the Company Representatives) customary certificates, definitive documents, pay-off letters, “10b-5” representation letters and other customary documentation and items relating to the Debt Financing as reasonably requested by Parent and, if requested by Parent, to cooperate with and assist Parent in obtaining such documentation and items; provided, however, that no obligation of the Company under any agreement, certificate, document or instrument (other than any “10b-5” representation letter) shall be effective until the Closing; (vii) use reasonable best efforts to cause the independent accountants of the Company to provide assistance and cooperation in connection with the Debt Financing, including (1) participating in a reasonable number of drafting sessions and accounting due diligence sessions, (2) providing customary consents to use their audit reports relating the Company and (3) providing customary “comfort” (including “negative assurance” comfort) letters; and (viii) reasonably cooperate with the marketing efforts for any portion of the Debt FinancingFinancing from the same or alternative financing sources, including using its commercially reasonable efforts to ensure provided that any syndication effort benefits from such substitution shall not expand upon in any existing lending relationships. Notwithstanding material respect the foregoing, nothing in this Agreement shall require conditions precedent or contingencies to the Company or any funding on the “Closing Date” of its Representatives to (1) enter into any Contract, take any corporate action or otherwise agree to pay any fees, reimburse any expenses or otherwise incur any actual or potential liability (other than immaterial out-of-pocket expenses that shall be subject to reimbursement by Parent the Financing as set forth below), (2) take any action that would in the Financing Commitment Letters in effect on the date hereof or reasonably be expected to conflict with or violate the Company Charter or the Company Bylaws or cause any Law or result in the breach of any Contract, (3) execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing or provide any legal opinion in connection with the Debt Financing or any other debt offering or (4) provide any information subject to attorney-client privilege, attorney work product protection or other legal privilege. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company (other than with respect to any costs associated with preparing regular quarterly and annual financial statements) in performing their obligations under this Section 5.17, and indemnify the Company and its directors, officers, employees and other Representatives for any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Debt Financing other than to the extent any delay of the foregoing arises from any gross negligence or willful misconduct of, or material breach consummation of this Agreement bythe transactions contemplated hereby. In such event, the Company or any of its Representatives. None of the representations, warranties or covenants of the Company set forth in this Agreement term “Financing Commitment Letter” as used herein shall be deemed to apply to, or deemed breached or violated by, any of include the actions taken by the Company at the express request of Parent set forth new commitment letter entered into in accordance with this Section 5.177.22(b). Parent acknowledges and agrees that Purchaser shall provide Seller with a copy of any new financing commitment letters obtained by Purchaser in connection with any such alternate financing as promptly as practicable following the execution thereof (i) other than redacted information consistent with the obtaining of information redacted from the Debt Financing is not a condition to Closing and (ii) a breach of this Section 5.17 shall not constitute a breach of the Company that may give Parent termination rights in respect of this Agreement, including without limitation, for purposes of Section 7.1(fFee Letters).

Financing; Financing Cooperation. (a) Parent shallThe Buyer shall have sufficient funds available to it at the Closing to satisfy the payment of the Purchase Price in full. In the event that the Buyer determines, in its sole discretion, to the extent the proceeds thereof are required arrange or obtain any financing to consummate the transactions contemplated hereby, use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange the Debt Financing and to consummate the Debt Financing on the Closing Date. Such actions shall include using reasonable best efforts to: (i) maintain provide funds in effect the Debt Commitment Letter (except as otherwise permitted in the definition of Financing Failure Event) until connection with the transactions contemplated by this Agreement are consummated or this Agreement is terminated in accordance with its terms; (iithe “Financing”), (i) cause senior management of Parent to participate inthe Buyer shall use, and assist withshall cause its Affiliates to use, the preparation of rating agency presentations its and meetings with rating agencies; (iii) satisfy on a timely basis (or, if deemed advisable by Parent, seek a waiver on a timely basis of) all Financing Conditions within its control; (iv) negotiate, execute and deliver Debt Financing Documents that reflect the terms contained in the Debt Commitment Letter (including any “market flex” provisions related thereto) or on such other terms no less favorable to Parent than those set forth in the Debt Commitment Letter; and (v) in the event that the conditions set forth in Section 6.1 and Section 6.2 and the Financing Conditions have been satisfied or, upon funding would be satisfied, enforce Parent’s rights under the Debt Commitment Letter in the event of a Financing Failure Event that prevents, impedes or delays the Closing. Parent shall use their reasonable best efforts to give ensure that the Company prompt notice of any material breach or repudiation by any Financing Sources is available at Closing and (ii) the Sellers shall provide, and shall cause their respective controlled Affiliates and Representatives to provide to the Debt Commitment Letter Buyer reasonable assistance and cooperation as is reasonably requested by the Buyer in connection with arranging, obtaining and syndicating the Financing, as necessary, including assisting the Buyer with preparation of which Parent obtains knowledgecustomary documents and other materials reasonably necessary in connection with the Financing. Notwithstanding anything to the contrary set forth in this Section 5.9, in no event shall the Sellers be required to prepare any balance sheet, cash flow statement, income statement or statement of stockholder’s equity with regard to the Business, the Transferred Assets or the Assumed Liabilities, whether prior to or following the Closing. (b) Without limiting Parent’s other obligations under Section 5.17(a), if a Financing Failure Event occurs, Parent shall (i) promptly notify the Company of such Financing Failure Event and the reasons therefor, (ii) use reasonable best efforts to obtain alternative financing from alternative financing sources, in an amount sufficient, together with any other sources of funds available to Parent or Merger Sub (including cash and cash equivalents held by Parent and the Company and the proceeds of available lines of credit under existing revolving credit facilities or Parent), to consummate the transactions contemplated by this Agreement, as promptly as reasonably practicable following the occurrence of such Financing Failure Event (provided, however, that Parent shall not be required to obtain alternative financing which includes terms and conditions materially less favorable (taking into account any “market flex” provision), in the aggregate, to Parent, in each case relative to those in the Debt Financing being replaced) and (iii) obtain, and when obtained, provide the Company with a true and complete copy of, a new financing commitment that provides for such alternative financing subject only to the Financing Conditions. Neither Parent nor any of its Affiliates shall amend, modify, supplement, restate, assign, substitute or replace any of the Debt Commitment Letter or any definitive document relating to the Debt Financing; provided, however, that, notwithstanding the foregoing, Parent and its Affiliates shall be permitted to amend, modify, supplement, restate, assign, substitute, replace or terminate any of the Debt Commitment Letter or any definitive document relating to the Debt Financing if the effect of such amendment, modification, supplement, restatement, assignment, substitution, replacement or termination would not impose new or additional conditions or otherwise expand, amend or modify any of the Financing Conditions or other terms in a manner that would reasonably be expected to materially delay, impair or prevent the consummation of the transactions contemplated by this Agreement; provided, further, that the Parent may amend the Debt Commitment Letter to 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 so long as such parties are creditworthy. Parent shall keep the Company reasonably informed as to the status of Parent’s efforts to arrange the Debt Financing. (c) Prior to the Closing, the Company will, and will cause its Representatives to, use reasonable best efforts to provide to Parent all cooperation and take all corporate action required, as reasonably requested by Parent in connection with the arrangement, marketing and consummation of the Debt Financing (provided, however, that such requested cooperation does not unreasonably interfere in any material respect with the ongoing operations of the Company), including using reasonable best efforts to: (i) deliver to Parent such historical financial information regarding the Company as may be reasonably requested by Parent and that is customarily required for the Debt Financing, including (A) the financial statements referred to in Exhibit C to the Debt Commitment Letter, which financial statements need not be delivered prior to such financial statements being filed with the SEC on XXXXX (provided that such financial statements are filed with the SEC on a timely basis) and such filing shall constitute delivery and (B) any other pertinent information as may be reasonably requested by Parent to enable Parent to prepare, and to reasonably cooperate with Parent and the Financing Sources in the preparation of, customary pro forma financial statements of Parent that meet the requirements of Regulation S-X under the Securities Act and all other accounting rules and regulation of the SEC promulgated thereunder, provided that (x) the Company’s obligation to provide information for such pro forma financial statements shall be limited to information about the Company and its Subsidiaries and (y) Parent and Merger Sub shall be solely responsible for the preparation of pro forma financial statements, including any adjustments incorporated into any such pro forma financial statements; (ii) to the extent customarily required for the Debt Financing, make appropriate officers available to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, Financing Sources and prospective Financing Sources, in each case, upon reasonable notice and at mutually agreeable dates and times; (iii) provide reasonable assistance (including using reasonable best efforts to obtain such materials or documents from the Company Representatives) in the preparation of customary offering documents, including customary bank information memoranda, authorization letters, lender presentations, rating agency materials, registration statements, prospectuses, offering memoranda, and private placement memoranda (including information required by Regulation S-X or Regulation S-K under the Securities Act (which, for the avoidance of doubt, shall not include financial statements or information required by Rules 3-05, 3-09, 3-10 or 3-16 of Regulation S-X or information required by Item 402 of Regulation S-K or any information that the Company is not required to prepare and file with the SEC, but would include such other information and data as are otherwise reasonably necessary in order to receive customary “comfort” letters with respect to the financial statements and data referred to in clause (i) above)); (iv) if reasonably requested in writing by Parent at least ten (10) Business Days prior to the anticipated Closing, furnish at least four (4) Business Days prior to the Closing Date to Parent all customary and reasonable information regarding the Company that is required by regulatory authorities in connection with the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; (v) assist Parent in obtaining corporate, corporate family, credit, facility and securities ratings from rating agencies; (vi) provide (including using reasonable best efforts to obtain such documents from the Company Representatives) customary certificates, definitive documents, pay-off letters, “10b-5” representation letters and other customary documentation and items relating to the Debt Financing as reasonably requested by Parent and, if requested by Parent, to cooperate with and assist Parent in obtaining such documentation and items; provided, however, that no obligation of the Company under any agreement, certificate, document or instrument (other than any “10b-5” representation letter) shall be effective until the Closing; (vii) use reasonable best efforts to cause the independent accountants of the Company to provide assistance and cooperation in connection with the Debt Financing, including (1) participating in a reasonable number of drafting sessions and accounting due diligence sessions, (2) providing customary consents to use their audit reports relating the Company and (3) providing customary “comfort” (including “negative assurance” comfort) letters; and (viii) reasonably cooperate with the marketing efforts for any portion of the Debt Financing, including using its commercially reasonable efforts to ensure that any syndication effort benefits from any existing lending relationships. Notwithstanding the foregoing, nothing in this Agreement shall require the Company or any Buyer agrees that (i) on the earlier of its Representatives to (1) enter into any Contract, take any corporate action or otherwise agree to pay any fees, reimburse any expenses or otherwise incur any actual or potential liability (other than immaterial out-of-pocket expenses that shall be subject to reimbursement by Parent as set forth below), (2) take any action that would reasonably be expected to conflict with or violate the Company Charter Closing Date or the Company Bylaws or any Law or result in termination of this Agreement, the breach of any Contract, (3) execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing or provide any legal opinion in connection with the Debt Financing or any other debt offering or (4) provide any information subject to attorney-client privilege, attorney work product protection or other legal privilege. Parent shall, Buyer shall promptly upon request by the Company, reimburse the Company Sellers for all reasonable and documented out-of-pocket Third Party costs (including reasonable attorneys’ fees) and expenses incurred by the Company (other than Sellers in connection with respect such cooperation pursuant to any costs associated with preparing regular quarterly and annual financial statements) in performing their obligations under this Section 5.17, 5.10; and (ii) the Buyer shall indemnify and hold harmless the Company Sellers and its directors, officers, employees their respective Affiliates and other their respective Representatives for from and against any and all liabilitiesLiabilities, lossesLosses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Debt arrangement of the Financing other than or any assistance or activities provided in connection therewith. Notwithstanding anything to the extent any of contrary herein, it is understood and agreed that the foregoing arises from any gross negligence or willful misconduct of, or material breach of this Agreement by, the Company or any of its Representatives. None of the representations, warranties or covenants of the Company condition precedent set forth in Section 9.2(b), as applied to the Sellers’ obligations under this Agreement Section 5.9, shall be deemed to apply to, or deemed breached or violated by, any be satisfied unless the Financing has not been obtained as a direct result of the actions taken by the Company at the express request Sellers’ Willful Breach of Parent set forth in its obligations under this Section 5.17. Parent 5.9. (c) The Buyer understands and acknowledges and agrees that (i) under the obtaining of the Debt Financing is not a condition to Closing and (ii) a breach of this Section 5.17 shall not constitute a breach of the Company that may give Parent termination rights in respect terms of this Agreement, including without limitationthe Buyer’s obligation to consummate the transactions hereunder is not in any way contingent upon or otherwise subject to the Buyer’s consummation of any financing arrangements, for purposes the Buyer’s obtaining of Section 7.1(f)any financing or the availability, grant, provision or extension of any financing to the Buyer. For the avoidance of doubt, if any such financing has not been obtained, the Buyer shall continue to be obligated, until such time as this Agreement is terminated in accordance with its terms and subject to the satisfaction or waiver of the conditions set forth in Article 9, to consummate the transactions contemplated by this Agreement.

Financing; Financing Cooperation. (a) Parent shall, to the extent the proceeds thereof are required to consummate the transactions contemplated hereby, use reasonable best efforts to Buyer shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable commercially reasonable to timely arrange and obtain the Financing on the terms and conditions described in the Debt Financing Commitments and shall not permit any amendment or modification to consummate be made to, or any waiver of any provision or remedy under, the Debt Financing on Commitments if such amendment, modification or waiver would, or would reasonably be expected to, delay or prevent the Closing Date. Such actions shall include using reasonable best efforts to: (i) maintain in effect the Debt Commitment Letter (except as otherwise permitted in the definition of Financing Failure Event) until the transactions contemplated by this Agreement are consummated or this Agreement is terminated in accordance with its terms; (ii) cause senior management of Parent to participate in, and assist with, the preparation of rating agency presentations and meetings with rating agencies; (iii) satisfy on a timely basis (or, if deemed advisable by Parent, seek a waiver on a timely basis of) all Financing Conditions within its control; (iv) negotiate, execute and deliver Debt Financing Documents that reflect the terms contained in the Debt Commitment Letter (including any “market flex” provisions related thereto) or on such other terms no less favorable to Parent than those set forth in the Debt Commitment Letter; and (v) in the event that the conditions set forth in Section 6.1 and Section 6.2 and the Financing Conditions have been satisfied or, upon funding would be satisfied, enforce Parent’s rights under the Debt Commitment Letter in the event of a Financing Failure Event that prevents, impedes or delays the Closing. Parent shall use reasonable best efforts to give the Company prompt notice of any material breach or repudiation by any Financing Sources to the Debt Commitment Letter of which Parent obtains knowledge. (b) Without limiting Parent’s other obligations under Section 5.17(a), if a Financing Failure Event occurs, Parent Seller shall (i) promptly notify cause the Company of such Financing Failure Event Group to provide reasonably promptly, and the reasons therefor, (ii) shall use its commercially reasonable best efforts to obtain alternative financing from alternative financing sourcescause the officers, in an amount sufficient, together with any other sources employees and advisors of funds available to Parent or Merger Sub (including cash and cash equivalents held by Parent and the Company and the proceeds of available lines of credit under existing revolving credit facilities or Parent), to consummate the transactions contemplated by this Agreement, as promptly as reasonably practicable following the occurrence of such Financing Failure Event (provided, however, that Parent shall not be required to obtain alternative financing which includes terms and conditions materially less favorable (taking into account any “market flex” provision), in the aggregate, to Parent, in each case relative to those in the Debt Financing being replaced) and (iii) obtain, and when obtained, provide the Company with a true and complete copy of, a new financing commitment that provides for such alternative financing subject only to the Financing Conditions. Neither Parent nor any of its Affiliates shall amend, modify, supplement, restate, assign, substitute or replace any of the Debt Commitment Letter or any definitive document relating to the Debt Financing; provided, however, that, notwithstanding the foregoing, Parent and its Affiliates shall be permitted to amend, modify, supplement, restate, assign, substitute, replace or terminate any of the Debt Commitment Letter or any definitive document relating to the Debt Financing if the effect of such amendment, modification, supplement, restatement, assignment, substitution, replacement or termination would not impose new or additional conditions or otherwise expand, amend or modify any of the Financing Conditions or other terms in a manner that would reasonably be expected to materially delay, impair or prevent the consummation of the transactions contemplated by this Agreement; provided, further, that the Parent may amend the Debt Commitment Letter to 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 so long as such parties are creditworthy. Parent shall keep the Company reasonably informed as to the status of Parent’s efforts to arrange the Debt Financing. (c) Prior to the Closing, the Company will, and will cause its Representatives to, use reasonable best efforts Group to provide to Parent all cooperation and take all corporate action requiredreasonably promptly, as reasonably requested by Parent in connection with the arrangementFinancing, marketing and consummation such reasonable cooperation, at Buyer’s sole expense, as is customary for debt financings of the Debt Financing (provided, however, that such requested cooperation does not unreasonably interfere type to be obtained by Buyer in any material respect connection with the ongoing operations of the Company), including using reasonable best efforts to: (i) deliver to Parent such historical financial information regarding the Company transactions contemplated hereunder and as may be reasonably requested by Parent and that is customarily required for the Debt FinancingBuyer, including (Ai) the financial statements referred to in Exhibit C to the Debt Commitment Letter, which financial statements need not be delivered prior to such financial statements being filed with the SEC on XXXXX (provided that such financial statements are filed with the SEC on a timely basis) and such filing shall constitute delivery and (B) any other pertinent information as may be reasonably requested by Parent to enable Parent to prepare, and to reasonably cooperate with Parent and the Financing Sources in the preparation of, customary pro forma financial statements of Parent that meet the requirements of Regulation S-X under the Securities Act and all other accounting rules and regulation of the SEC promulgated thereunder, provided that (x) the Company’s obligation to provide information for such pro forma financial statements shall be limited to information about the Company and its Subsidiaries and (y) Parent and Merger Sub shall be solely responsible for the preparation of pro forma financial statements, including any adjustments incorporated into any such pro forma financial statements; (ii) to the extent customarily required for the Debt Financing, make appropriate officers available to participate participation in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with prospective lenders, investors and rating agencies, Financing Sources (ii) furnishing Buyer and prospective Financing Sourcesits financing sources with financial and other pertinent information regarding the Company Group, in each case, upon reasonable notice and at mutually agreeable dates and times; (iii) provide reasonable assistance (including using reasonable best efforts to obtain such materials or documents from the Company Representatives) in assisting with the preparation of customary offering documentsdocuments and materials, including customary bank information prospectuses, private placement memoranda, authorization lettersinformation memoranda and packages, lender and investor presentations, rating agency materials, registration statements, prospectuses, offering memorandapresentations, and private placement memoranda similar documents and materials (including information required by Regulation S-X or Regulation S-K under collectively, the Securities Act (which“Financing Materials”), for the avoidance of doubt, shall not include financial statements or information required by Rules 3-05, 3-09, 3-10 or 3-16 of Regulation S-X or information required by Item 402 of Regulation S-K or any information that the Company is not required to prepare and file with the SEC, but would include such other information and data as are otherwise reasonably necessary in order to receive customary “comfort” letters with respect to the financial statements and data referred to in clause (i) above)); (iv) if reasonably requested in writing by Parent at least ten (10) Business Days prior to the anticipated Closing, furnish at least four (4) Business Days prior to the Closing Date to Parent all customary requesting assistance and reasonable information regarding the Company that is required by regulatory authorities in connection with the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; (v) assist Parent in obtaining corporate, corporate family, credit, facility and securities ratings from rating agencies; (vi) provide (including using reasonable best efforts to obtain such documents from the Company Representatives) customary certificates, definitive documents, pay-off letters, “10b-5” representation letters and other customary documentation and items relating to the Debt Financing as reasonably requested by Parent and, if requested by Parent, to cooperate with and assist Parent in obtaining such documentation and items; provided, however, that no obligation cooperation of the Company under any agreement, certificate, document or instrument (other than any “10b-5” representation letter) shall be effective until the Closing; (vii) use reasonable best efforts to cause the Group’s independent accountants of the Company to provide assistance and cooperation in connection with the Debt Financingaccountants, including (1) participating in a reasonable number of drafting sessions and accounting due diligence sessions, (2) sessions and providing customary consents for the use of their reports in materials related to use their audit reports relating the Company financing and (3) providing customary “comfort” letters (including “negative assurance” comfort) letters; with respect to the financial information to be included in any offering memorandum, and providing such accountants with any documentation reasonably requested by them in connection therewith, and (viiiv) reasonably cooperate with facilitating the marketing efforts for pledging of collateral (which shall only be effective at Closing); provided, however, that nothing herein shall require (I) any portion member of the Debt FinancingSeller Group or its officers, including using its commercially reasonable efforts employees and advisors, to ensure that any syndication effort benefits from any existing lending relationships. Notwithstanding the foregoing, nothing in this Agreement shall require the Company or any of its Representatives to (1) enter into any Contractdefinitive agreement in connection with the Financing, take or (II) with respect to the Company Group, except in connection with the Closing of the Financing, enter into any corporate action definitive agreement in connection with the Financing, or otherwise agree (III) Seller or the Company Group or the officers, employees and advisors of Seller or the Company Group, as the case may be, to pay any fees, reimburse any expenses or otherwise incur any actual or potential liability (other than immaterial out-of-pocket expenses that shall be subject to reimbursement by Parent as set forth below), (2x) take any action that would reasonably be expected to conflict with or violate the Company Charter or the Company Bylaws or any Law or result in the breach of any Contract, (3) execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing extent it would, in the Company’s reasonable judgment, interfere unreasonably with the business or provide operations of the Company, (y) pay any legal opinion commitment or other similar financing fee, or (z) unless promptly reimbursed by Buyer, incur any expenses in connection with the Debt Financing or any other debt offering or (4) provide any information subject to attorney-client privilege, attorney work product protection or other legal privilegeFinancing. Parent Buyer shall, promptly upon request by other than in the Companycase of a judicial determination that Seller has committed willful misconduct, reimburse indemnify and hold harmless Seller and the Company for all reasonable and documented out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company (other than with respect to any costs associated with preparing regular quarterly and annual financial statements) in performing their obligations under this Section 5.17Group, and indemnify the Company and its directors, officers, employees and other Representatives for advisors of Seller and the Company Group, from and against any and all liabilitiesdamages, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties liabilities or expenses suffered or incurred by any of them in connection with the Debt Financing other than to the extent any of the foregoing arises from any gross negligence or willful misconduct arrangement of, or material breach of this Agreement byotherwise in connection with, the Company or Financing and any of its Representatives. None of information used in connection therewith (other than information relating to the representations, warranties or covenants of Seller Group and provided to Buyer in writing specifically for use in connection with the Company set forth in this Agreement shall be deemed to apply to, or deemed breached or violated by, any of the actions taken by the Company at the express request of Parent Financing). (c) Nothing set forth in this Section 5.17. Parent acknowledges 6.22 shall limit or derogate from the rights and agrees that (i) the obtaining obligations of the Debt Financing is not a condition to Closing and (ii) a breach of this Section 5.17 shall not constitute a breach of the Company that may give Parent termination rights in respect of this Agreement, including without limitation, for purposes of Section 7.1(f)Parties under Article IX.

Financing; Financing Cooperation. (a) Parent shall, to the extent the proceeds thereof are required to consummate the transactions contemplated hereby, shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange obtain the Debt Financing and to consummate the Debt Financing on the Closing Date. Such actions shall include Financing, including using reasonable best efforts to: to (i) maintain in effect the Debt Commitment Letter (except as otherwise permitted in the definition of Financing Failure Event) until the transactions contemplated by this Agreement are consummated or this Agreement is terminated in accordance with its terms; Letter, (ii) cause senior management of Parent to participate in, and assist with, the preparation of rating agency presentations and meetings with rating agencies; (iii) satisfy on a timely basis (or, if deemed advisable by Parent, seek a waiver on a timely basis of) all Financing Conditions within its control; applicable to Parent in the Commitment Letter, (iviii) negotiate, execute negotiate and deliver Debt enter into definitive agreements with respect to the Financing Documents that reflect on or before the Closing Date on the terms contained in and conditions contemplated by the Debt Commitment Letter (including any “market flex” provisions related thereto) or on such other terms no less as Parent reasonably determines are substantially comparable or more favorable to Parent than those set forth (but only to the extent that any such other terms would not reasonably be expected to adversely impact or delay in any material respect the Debt ability of Parent to consummate the Transactions in accordance with this Agreement or obtain the Financing), (iv) upon satisfaction of all of the conditions in this Agreement to Parent’s and the Company’s obligations to effect the Closing, and satisfaction of all of the Financing Conditions, enforce its rights against the other parties to the Commitment Letter; , if any, including to require such parties to provide the Financing (provided, that Parent shall not be required to bring an Action against such other parties), and (v) in consummate the event that the conditions set forth in Section 6.1 and Section 6.2 and the Financing Conditions have been satisfied or, upon funding would be satisfied, enforce Parent’s rights under the Debt Commitment Letter in the event of a Financing Failure Event that prevents, impedes or delays the ClosingFinancing. Parent shall use reasonable best efforts to give the Company prompt notice of any material breach, repudiation or threatened or anticipated breach or repudiation by any Financing Sources party to the Debt Commitment Letter of which Parent obtains knowledge. (b) or its affiliates becomes aware. Without limiting Parent’s other obligations under this Section 5.17(a6.16(a), if a Financing Failure Event occurs, occurs Parent shall (i) promptly immediately notify the Company of such Financing Failure Event and the reasons therefor, (ii) in consultation with the Company, use reasonable best efforts to obtain alternative financing from alternative financing sources, in an amount sufficient, together with any other sources of funds available sufficient to Parent or Merger Sub (including cash make the Closing Date Payments and cash equivalents held by Parent and the Company and the proceeds of available lines of credit under existing revolving credit facilities or Parent), to consummate the transactions contemplated by this AgreementTransactions, as promptly as reasonably practicable following the occurrence of such Financing Failure Event (providedevent, however, that Parent shall not be required to obtain alternative financing which includes terms and conditions materially less favorable (taking into account any “market flex” provision), in the aggregate, to Parent, in each case relative to those in the Debt Financing being replaced) and (iii) use reasonable best efforts to obtain, and when obtained, provide the Company with a true and complete copy of, a new financing commitment that provides for such alternative financing (subject only to the Financing Conditions) that provides for such alternative financing. Neither Parent nor any of its Affiliates affiliates shall amend, modify, supplement, restate, assign, substitute or replace any of the Debt Commitment Letter or any definitive document relating except for substitutions and replacements pursuant to the Debt Financing; provided, however, that, notwithstanding the foregoing, immediately preceding sentence. Neither Parent and its Affiliates shall be permitted to amend, modify, supplement, restate, assign, substitute, replace or terminate any of the Debt Commitment Letter or any definitive document relating to the Debt Financing if the effect of such amendment, modification, supplement, restatement, assignment, substitution, replacement or termination would not impose new or additional conditions or otherwise expand, amend or modify any of the Financing Conditions or other terms in a manner that would reasonably be expected to materially delay, impair or prevent the consummation of the transactions contemplated by this Agreement; provided, further, that the Parent may amend the Debt Commitment Letter to 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 so long as such parties are creditworthy. Parent shall keep the Company reasonably informed as to the status of Parent’s efforts to arrange the Debt Financing. (c) Prior to the Closing, the Company will, and will cause its Representatives to, use reasonable best efforts to provide to Parent all cooperation and take all corporate action required, as reasonably requested by Parent in connection with the arrangement, marketing and consummation of the Debt Financing (provided, however, that such requested cooperation does not unreasonably interfere in any material respect with the ongoing operations of the Company), including using reasonable best efforts to: (i) deliver to Parent such historical financial information regarding the Company as may be reasonably requested by Parent and that is customarily required for the Debt Financing, including (A) the financial statements referred to in Exhibit C to the Debt Commitment Letter, which financial statements need not be delivered prior to such financial statements being filed with the SEC on XXXXX (provided that such financial statements are filed with the SEC on a timely basis) and such filing shall constitute delivery and (B) any other pertinent information as may be reasonably requested by Parent to enable Parent to prepare, and to reasonably cooperate with Parent and the Financing Sources in the preparation of, customary pro forma financial statements of Parent that meet the requirements of Regulation S-X under the Securities Act and all other accounting rules and regulation of the SEC promulgated thereunder, provided that (x) the Company’s obligation to provide information for such pro forma financial statements shall be limited to information about the Company and its Subsidiaries and (y) Parent and Merger Sub shall be solely responsible for the preparation of pro forma financial statements, including any adjustments incorporated into any such pro forma financial statements; (ii) to the extent customarily required for the Debt Financing, make appropriate officers available to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, Financing Sources and prospective Financing Sources, in each case, upon reasonable notice and at mutually agreeable dates and times; (iii) provide reasonable assistance (including using reasonable best efforts to obtain such materials or documents from the Company Representatives) in the preparation of customary offering documents, including customary bank information memoranda, authorization letters, lender presentations, rating agency materials, registration statements, prospectuses, offering memoranda, and private placement memoranda (including information required by Regulation S-X or Regulation S-K under the Securities Act (which, for the avoidance of doubt, shall not include financial statements or information required by Rules 3-05, 3-09, 3-10 or 3-16 of Regulation S-X or information required by Item 402 of Regulation S-K or any information that the Company is not required to prepare and file with the SEC, but would include such other information and data as are otherwise reasonably necessary in order to receive customary “comfort” letters with respect to the financial statements and data referred to in clause (i) above)); (iv) if reasonably requested in writing by Parent at least ten (10) Business Days prior to the anticipated Closing, furnish at least four (4) Business Days prior to the Closing Date to Parent all customary and reasonable information regarding the Company that is required by regulatory authorities in connection with the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; (v) assist Parent in obtaining corporate, corporate family, credit, facility and securities ratings from rating agencies; (vi) provide (including using reasonable best efforts to obtain such documents from the Company Representatives) customary certificates, definitive documents, pay-off letters, “10b-5” representation letters and other customary documentation and items relating to the Debt Financing as reasonably requested by Parent and, if requested by Parent, to cooperate with and assist Parent in obtaining such documentation and items; provided, however, that no obligation of the Company under any agreement, certificate, document or instrument (other than any “10b-5” representation letter) shall be effective until the Closing; (vii) use reasonable best efforts to cause the independent accountants of the Company to provide assistance and cooperation in connection with the Debt Financing, including (1) participating in a reasonable number of drafting sessions and accounting due diligence sessions, (2) providing customary consents to use their audit reports relating the Company and (3) providing customary “comfort” (including “negative assurance” comfort) letters; and (viii) reasonably cooperate with the marketing efforts for any portion of the Debt Financing, including using its commercially reasonable efforts to ensure that any syndication effort benefits from any existing lending relationships. Notwithstanding the foregoing, nothing in this Agreement shall require the Company or nor any of its Representatives to (1) enter into any Contract, take any corporate action or otherwise agree to pay any fees, reimburse any expenses or otherwise incur any actual or potential liability (other than immaterial out-of-pocket expenses that affiliates shall be subject to reimbursement by Parent as set forth below), (2) take any action that would reasonably be expected to conflict with materially delay or violate prevent the Company Charter or the Company Bylaws or any Law or result in the breach of any Contract, (3) execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing or provide any legal opinion in connection with the Debt Financing or any other debt offering or (4) provide any information subject to attorney-client privilege, attorney work product protection or other legal privilege. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company (other than with respect to any costs associated with preparing regular quarterly and annual financial statements) in performing their obligations under this Section 5.17, and indemnify the Company and its directors, officers, employees and other Representatives for any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Debt Financing other than to the extent any consummation of the foregoing arises from any gross negligence or willful misconduct of, or material breach of this Agreement by, the Company or any of its Representatives. None of the representations, warranties or covenants of the Company set forth in this Agreement shall be deemed to apply to, or deemed breached or violated by, any of the actions taken by the Company at the express request of Parent set forth in this Section 5.17. Parent acknowledges and agrees that (i) the obtaining of the Debt Financing is not a condition to Closing and (ii) a breach of this Section 5.17 shall not constitute a breach of the Company that may give Parent termination rights in respect of this Agreement, including without limitation, for purposes of Section 7.1(f)Financing.

Financing; Financing Cooperation. (a) Parent shallThe Buyer shall have sufficient funds available to it at the Closing to satisfy the payment of the Estimated Purchase Price in full. In the event that the Buyer determines, in its sole discretion, to the extent the proceeds thereof are required arrange or obtain any financing to consummate the transactions contemplated hereby, use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange the Debt Financing and to consummate the Debt Financing on the Closing Date. Such actions shall include using reasonable best efforts to: (i) maintain provide funds in effect the Debt Commitment Letter (except as otherwise permitted in the definition of Financing Failure Event) until connection with the transactions contemplated by this Agreement are consummated (the “Financing”), (i) the Buyer shall use, and shall cause its Affiliates to use, its and their reasonable best efforts to ensure that the Financing is available at Closing and (ii) the Sellers shall provide, and shall cause their respective Affiliates and Representatives to provide to the Buyer reasonable assistance and cooperation as is reasonably requested by the Buyer in connection with arranging, obtaining and syndicating the Financing, as necessary, including assisting the Buyer with preparation of customary documents and other materials reasonably necessary in connection with the Financing. Notwithstanding anything to the contrary set forth in this Section 5.6, in no event shall the Sellers be required to prepare any balance sheet, cash flow statement, income statement or statement of stockholder’s equity with regard to the Business, the Assets or the Assumed Liabilities, whether prior to or following the Closing. (b) Notwithstanding the foregoing, the Buyer agrees that (i) on the earlier of the Closing Date or the termination of this Agreement, the Buyer shall promptly reimburse the Sellers for all documented out-of-pocket Third Party costs and expenses incurred by the Sellers in connection with such cooperation pursuant to this Section 5.6; and (ii) the Buyer shall indemnify and hold harmless the Sellers and their respective Affiliates and their respective Representatives from and against any and all Liabilities, or Losses incurred in connection with the arrangement of the Financing or any assistance or activities provided in connection therewith. Notwithstanding anything to the contrary herein, it is understood and agreed that the condition precedent set forth in Section 6.2(b), as applied to the Sellers’ obligations under this Section 5.6, shall be deemed to be satisfied unless the Financing has not been obtained as a direct result of the Sellers’ willful breach of its obligations under this Section 5.6. (c) The Buyer understands and acknowledges that under the terms of this Agreement, the Buyer’s obligation to consummate the transactions hereunder is not in any way contingent upon or otherwise subject to the Buyer’s consummation of any financing arrangements, the Buyer’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Buyer. For the avoidance of doubt, if any such financing has not been obtained, the Buyer shall continue to be obligated, until such time as this Agreement is terminated in accordance with its terms; (ii) cause senior management terms and subject to the satisfaction or waiver of Parent to participate in, and assist with, the preparation of rating agency presentations and meetings with rating agencies; (iii) satisfy on a timely basis (or, if deemed advisable by Parent, seek a waiver on a timely basis of) all Financing Conditions within its control; (iv) negotiate, execute and deliver Debt Financing Documents that reflect the terms contained in the Debt Commitment Letter (including any “market flex” provisions related thereto) or on such other terms no less favorable to Parent than those set forth in the Debt Commitment Letter; and (v) in the event that the conditions set forth in Section 6.1 and Section 6.2 and the Financing Conditions have been satisfied or, upon funding would be satisfied, enforce Parent’s rights under the Debt Commitment Letter in the event of a Financing Failure Event that prevents, impedes or delays the Closing. Parent shall use reasonable best efforts to give the Company prompt notice of any material breach or repudiation by any Financing Sources to the Debt Commitment Letter of which Parent obtains knowledge. (b) Without limiting Parent’s other obligations under Section 5.17(a), if a Financing Failure Event occurs, Parent shall (i) promptly notify the Company of such Financing Failure Event and the reasons therefor, (ii) use reasonable best efforts to obtain alternative financing from alternative financing sources, in an amount sufficient, together with any other sources of funds available to Parent or Merger Sub (including cash and cash equivalents held by Parent and the Company and the proceeds of available lines of credit under existing revolving credit facilities or Parent)Article VI, to consummate the transactions contemplated by this Agreement, as promptly as reasonably practicable following the occurrence of such Financing Failure Event (provided, however, that Parent shall not be required to obtain alternative financing which includes terms and conditions materially less favorable (taking into account any “market flex” provision), in the aggregate, to Parent, in each case relative to those in the Debt Financing being replaced) and (iii) obtain, and when obtained, provide the Company with a true and complete copy of, a new financing commitment that provides for such alternative financing subject only to the Financing Conditions. Neither Parent nor any of its Affiliates shall amend, modify, supplement, restate, assign, substitute or replace any of the Debt Commitment Letter or any definitive document relating to the Debt Financing; provided, however, that, notwithstanding the foregoing, Parent and its Affiliates shall be permitted to amend, modify, supplement, restate, assign, substitute, replace or terminate any of the Debt Commitment Letter or any definitive document relating to the Debt Financing if the effect of such amendment, modification, supplement, restatement, assignment, substitution, replacement or termination would not impose new or additional conditions or otherwise expand, amend or modify any of the Financing Conditions or other terms in a manner that would reasonably be expected to materially delay, impair or prevent the consummation of the transactions contemplated by this Agreement; provided, further, that the Parent may amend the Debt Commitment Letter to 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 so long as such parties are creditworthy. Parent shall keep the Company reasonably informed as to the status of Parent’s efforts to arrange the Debt Financing. (c) Prior to the Closing, the Company will, and will cause its Representatives to, use reasonable best efforts to provide to Parent all cooperation and take all corporate action required, as reasonably requested by Parent in connection with the arrangement, marketing and consummation of the Debt Financing (provided, however, that such requested cooperation does not unreasonably interfere in any material respect with the ongoing operations of the Company), including using reasonable best efforts to: (i) deliver to Parent such historical financial information regarding the Company as may be reasonably requested by Parent and that is customarily required for the Debt Financing, including (A) the financial statements referred to in Exhibit C to the Debt Commitment Letter, which financial statements need not be delivered prior to such financial statements being filed with the SEC on XXXXX (provided that such financial statements are filed with the SEC on a timely basis) and such filing shall constitute delivery and (B) any other pertinent information as may be reasonably requested by Parent to enable Parent to prepare, and to reasonably cooperate with Parent and the Financing Sources in the preparation of, customary pro forma financial statements of Parent that meet the requirements of Regulation S-X under the Securities Act and all other accounting rules and regulation of the SEC promulgated thereunder, provided that (x) the Company’s obligation to provide information for such pro forma financial statements shall be limited to information about the Company and its Subsidiaries and (y) Parent and Merger Sub shall be solely responsible for the preparation of pro forma financial statements, including any adjustments incorporated into any such pro forma financial statements; (ii) to the extent customarily required for the Debt Financing, make appropriate officers available to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, Financing Sources and prospective Financing Sources, in each case, upon reasonable notice and at mutually agreeable dates and times; (iii) provide reasonable assistance (including using reasonable best efforts to obtain such materials or documents from the Company Representatives) in the preparation of customary offering documents, including customary bank information memoranda, authorization letters, lender presentations, rating agency materials, registration statements, prospectuses, offering memoranda, and private placement memoranda (including information required by Regulation S-X or Regulation S-K under the Securities Act (which, for the avoidance of doubt, shall not include financial statements or information required by Rules 3-05, 3-09, 3-10 or 3-16 of Regulation S-X or information required by Item 402 of Regulation S-K or any information that the Company is not required to prepare and file with the SEC, but would include such other information and data as are otherwise reasonably necessary in order to receive customary “comfort” letters with respect to the financial statements and data referred to in clause (i) above)); (iv) if reasonably requested in writing by Parent at least ten (10) Business Days prior to the anticipated Closing, furnish at least four (4) Business Days prior to the Closing Date to Parent all customary and reasonable information regarding the Company that is required by regulatory authorities in connection with the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; (v) assist Parent in obtaining corporate, corporate family, credit, facility and securities ratings from rating agencies; (vi) provide (including using reasonable best efforts to obtain such documents from the Company Representatives) customary certificates, definitive documents, pay-off letters, “10b-5” representation letters and other customary documentation and items relating to the Debt Financing as reasonably requested by Parent and, if requested by Parent, to cooperate with and assist Parent in obtaining such documentation and items; provided, however, that no obligation of the Company under any agreement, certificate, document or instrument (other than any “10b-5” representation letter) shall be effective until the Closing; (vii) use reasonable best efforts to cause the independent accountants of the Company to provide assistance and cooperation in connection with the Debt Financing, including (1) participating in a reasonable number of drafting sessions and accounting due diligence sessions, (2) providing customary consents to use their audit reports relating the Company and (3) providing customary “comfort” (including “negative assurance” comfort) letters; and (viii) reasonably cooperate with the marketing efforts for any portion of the Debt Financing, including using its commercially reasonable efforts to ensure that any syndication effort benefits from any existing lending relationships. Notwithstanding the foregoing, nothing in this Agreement shall require the Company or any of its Representatives to (1) enter into any Contract, take any corporate action or otherwise agree to pay any fees, reimburse any expenses or otherwise incur any actual or potential liability (other than immaterial out-of-pocket expenses that shall be subject to reimbursement by Parent as set forth below), (2) take any action that would reasonably be expected to conflict with or violate the Company Charter or the Company Bylaws or any Law or result in the breach of any Contract, (3) execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing or provide any legal opinion in connection with the Debt Financing or any other debt offering or (4) provide any information subject to attorney-client privilege, attorney work product protection or other legal privilege. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company (other than with respect to any costs associated with preparing regular quarterly and annual financial statements) in performing their obligations under this Section 5.17, and indemnify the Company and its directors, officers, employees and other Representatives for any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Debt Financing other than to the extent any of the foregoing arises from any gross negligence or willful misconduct of, or material breach of this Agreement by, the Company or any of its Representatives. None of the representations, warranties or covenants of the Company set forth in this Agreement shall be deemed to apply to, or deemed breached or violated by, any of the actions taken by the Company at the express request of Parent set forth in this Section 5.17. Parent acknowledges and agrees that (i) the obtaining of the Debt Financing is not a condition to Closing and (ii) a breach of this Section 5.17 shall not constitute a breach of the Company that may give Parent termination rights in respect of this Agreement, including without limitation, for purposes of Section 7.1(f).

Financing; Financing Cooperation. (a) Parent shall, to the extent the proceeds thereof are required to consummate the transactions contemplated herebyand shall cause each of its Affiliates (including Spectrum Brands, Inc.) to, use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange obtain the Debt Financing or any other financing that is in an aggregate amount sufficient for purposes of funding in full the Transactions (the “Financing”) on a timely basis, but in no event later than two (2) Business Days prior to the Termination Date, including, if necessary using its reasonable best efforts to (i) comply with its obligations under the applicable Debt Financing Commitment Letter and any definitive agreements related thereto, (ii) negotiate and enter into definitive agreements with respect to consummate the Debt Financing on a timely basis on terms and conditions (including the Closing Date. Such actions shall include using reasonable best efforts to: (i“market flex” provisions) maintain contained therein or otherwise not materially less favorable to Parent in effect the aggregate than those contained in the Debt Financing Commitment Letter (except as otherwise permitted in and the definition of Financing Failure Event) until the transactions contemplated by this Agreement are consummated or this Agreement is terminated in accordance with its terms; (ii) cause senior management of Parent to participate inredacted fee letter), and assist with, the preparation of rating agency presentations and meetings with rating agencies; (iii) satisfy on a timely basis (orall conditions applicable to Parent and Spectrum Brands, if deemed advisable by Parent, seek a waiver on a timely basis of) all Financing Conditions within its control; (iv) negotiate, execute and deliver Debt Financing Documents that reflect the terms Inc. contained in the Debt Financing Commitment Letter (within its control, including the payment of any “market flex” provisions related thereto) commitment, engagement or on such other terms no less favorable placement fees required as a condition to Parent than those set forth in the Debt Financing, (iv) enforce its rights against the financial institutions that are a party to the Debt Financing Commitment Letter; , and (v) consummate the Debt Financing at or prior to the Closing Date (it being understood that it is not a condition to Closing under this Agreement for Parent or Spectrum Brands, Inc. to obtain the Debt Financing, any Alternative Debt Financing or other Financing). For the avoidance of doubt, in the event that all or any portion of the conditions Debt Financing structured as “high-yield” financing has not been consummated on or prior to the Closing, Parent and Merger Sub shall use their reasonable best efforts to cause the proceeds of the bridge facilities contemplated by the Debt Financing Commitment Letter to be available. Parent shall keep the Representative and the Company informed on a reasonable basis and in reasonable detail of the status of its efforts to arrange the Debt Financing. Parent shall give the Representative and the Company prompt notice upon having knowledge of any breach by any party of the Debt Financing Commitment Letter or any termination of the Debt Financing Commitment Letter. Other than as expressly set forth in Section 6.1 5.8(b), Parent shall not, and Section 6.2 and shall not permit its Affiliates (including Spectrum Brands, Inc.) to, without the Financing Conditions have been satisfied orprior written consent of the Representative, upon amend, modify, supplement or waive any of the conditions or contingencies to funding would be satisfied, enforce Parent’s rights under contained in the Debt Financing Commitment Letter or any other provision of, or remedies under, the Debt Financing Commitment Letter, in each case, to the event extent such amendment, modification, supplement or waiver would reasonably be expected to have the effect of a Financing Failure Event that prevents, impedes or delays the Closing. Parent shall use reasonable best efforts to give the Company prompt notice of (A) adversely affecting in any material breach respect the ability of Parent to timely consummate the Transactions, (B) amending, modifying, supplementing or repudiation by any Financing Sources waiving the conditions or contingencies to the Debt Financing Commitment Letter of which Parent obtains knowledgeor the Debt Financing in a manner materially adverse to the Company or the Sellers or (C) materially delaying the Closing. (b) Without limiting Parent’s other obligations under Section 5.17(a), if a If all or any portion of the Debt Financing Failure Event occursbecomes unavailable, Parent shall (i) promptly notify the Company of such Financing Failure Event and the reasons therefor, (ii) use its reasonable best efforts to (i) arrange to promptly obtain alternative financing the Debt Financing or such portion of the Debt Financing from alternative sources, which may include one or more of a senior secured debt financing, an offering and sale of notes or equity securities, or any other financing sourcesor offer and sale of other debt or equity securities, or any combination thereof, in an amount sufficient, together with when added to any portion of the Debt Financing or other sources of funds available liquidity that is available, to Parent or Merger Sub (including pay in cash and cash equivalents held all amounts required to be paid by Parent in connection with the Transactions (“Alternative Debt Financing”) and (ii) obtain a new financing commitment letter (the Company “Alternative Debt Commitment Letter”) and the proceeds of available lines of credit under existing revolving credit facilities or Parent), to consummate the transactions contemplated by this Agreement, as promptly as reasonably practicable following the occurrence of such Financing Failure Event a new definitive agreement with respect thereto that provides for financing (provided, however, that Parent shall A) on terms not be required to obtain alternative financing which includes terms and conditions materially less favorable (taking into account any “market flex” provision)favorable, in the aggregate, to Parent, in each case relative (B) containing conditions to those in the Debt Financing being replaced) draw and (iii) obtain, and when obtained, provide the Company with a true and complete copy of, a new financing commitment that provides for such alternative financing subject only to the Financing Conditions. Neither Parent nor any of its Affiliates shall amend, modify, supplement, restate, assign, substitute or replace any of the Debt Commitment Letter or any definitive document relating to the Debt Financing; provided, however, that, notwithstanding the foregoing, Parent and its Affiliates shall be permitted to amend, modify, supplement, restate, assign, substitute, replace or terminate any of the Debt Commitment Letter or any definitive document relating to the Debt Financing if the effect of such amendment, modification, supplement, restatement, assignment, substitution, replacement or termination would not impose new or additional conditions or otherwise expand, amend or modify any of the Financing Conditions or other terms in a manner that would reasonably be expected to materially delayaffect the availability thereof that (1) are not more onerous, impair or prevent the consummation of the transactions contemplated by this Agreement; providedtaken as a whole, further, that the Parent may amend than those conditions and terms contained in the Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Commitment Letter as of the date hereof and (2) would not reasonably be expected to delay the Closing and (C) in an amount that is sufficient, when added to any portion of this Agreement so long as such parties are creditworthy. Parent shall keep the Company reasonably informed as to the status of Parent’s efforts to arrange the Debt Financing. (c) Prior Financing or other sources of liquidity that is available, to the Closing, the Company will, and will cause its Representatives to, use reasonable best efforts pay in cash all amounts required to provide to Parent all cooperation and take all corporate action required, as reasonably requested be paid by Parent in connection with the arrangementTransactions. In such event, marketing and consummation of the Debt Financing (provided, however, that such requested cooperation does not unreasonably interfere in any material respect with the ongoing operations of the Company), including using reasonable best efforts to: (i) deliver to Parent such historical financial information regarding the Company as may be reasonably requested by Parent and that is customarily required for the term “Debt Financing, including (A) the financial statements referred to in Exhibit C to the Debt Commitment Letter, which financial statements need not be delivered prior to such financial statements being filed with the SEC on XXXXX (provided that such financial statements are filed with the SEC on a timely basis) and such filing shall constitute delivery and (B) any other pertinent information ” as may be reasonably requested by Parent to enable Parent to prepare, and to reasonably cooperate with Parent and the Financing Sources in the preparation of, customary pro forma financial statements of Parent that meet the requirements of Regulation S-X under the Securities Act and all other accounting rules and regulation of the SEC promulgated thereunder, provided that (x) the Company’s obligation to provide information for such pro forma financial statements shall be limited to information about the Company and its Subsidiaries and (y) Parent and Merger Sub shall be solely responsible for the preparation of pro forma financial statements, including any adjustments incorporated into any such pro forma financial statements; (ii) to the extent customarily required for the Debt Financing, make appropriate officers available to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, Financing Sources and prospective Financing Sources, in each case, upon reasonable notice and at mutually agreeable dates and times; (iii) provide reasonable assistance (including using reasonable best efforts to obtain such materials or documents from the Company Representatives) in the preparation of customary offering documents, including customary bank information memoranda, authorization letters, lender presentations, rating agency materials, registration statements, prospectuses, offering memoranda, and private placement memoranda (including information required by Regulation S-X or Regulation S-K under the Securities Act (which, for the avoidance of doubt, shall not include financial statements or information required by Rules 3-05, 3-09, 3-10 or 3-16 of Regulation S-X or information required by Item 402 of Regulation S-K or any information that the Company is not required to prepare and file with the SEC, but would include such other information and data as are otherwise reasonably necessary in order to receive customary “comfort” letters with respect to the financial statements and data referred to in clause (i) above)); (iv) if reasonably requested in writing by Parent at least ten (10) Business Days prior to the anticipated Closing, furnish at least four (4) Business Days prior to the Closing Date to Parent all customary and reasonable information regarding the Company that is required by regulatory authorities in connection with the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; (v) assist Parent in obtaining corporate, corporate family, credit, facility and securities ratings from rating agencies; (vi) provide (including using reasonable best efforts to obtain such documents from the Company Representatives) customary certificates, definitive documents, pay-off letters, “10b-5” representation letters and other customary documentation and items relating to the Debt Financing as reasonably requested by Parent and, if requested by Parent, to cooperate with and assist Parent in obtaining such documentation and items; provided, however, that no obligation of the Company under any agreement, certificate, document or instrument (other than any “10b-5” representation letter) shall be effective until the Closing; (vii) use reasonable best efforts to cause the independent accountants of the Company to provide assistance and cooperation in connection with the Debt Financing, including (1) participating in a reasonable number of drafting sessions and accounting due diligence sessions, (2) providing customary consents to use their audit reports relating the Company and (3) providing customary “comfort” (including “negative assurance” comfort) letters; and (viii) reasonably cooperate with the marketing efforts for any portion of the Debt Financing, including using its commercially reasonable efforts to ensure that any syndication effort benefits from any existing lending relationships. Notwithstanding the foregoing, nothing in this Agreement shall require the Company or any of its Representatives to (1) enter into any Contract, take any corporate action or otherwise agree to pay any fees, reimburse any expenses or otherwise incur any actual or potential liability (other than immaterial out-of-pocket expenses that shall be subject to reimbursement by Parent as set forth below), (2) take any action that would reasonably be expected to conflict with or violate the Company Charter or the Company Bylaws or any Law or result in the breach of any Contract, (3) execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing or provide any legal opinion in connection with the Debt Financing or any other debt offering or (4) provide any information subject to attorney-client privilege, attorney work product protection or other legal privilege. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company (other than with respect to any costs associated with preparing regular quarterly and annual financial statements) in performing their obligations under this Section 5.17, and indemnify the Company and its directors, officers, employees and other Representatives for any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Debt Financing other than to the extent any of the foregoing arises from any gross negligence or willful misconduct of, or material breach of this Agreement by, the Company or any of its Representatives. None of the representations, warranties or covenants of the Company set forth used in this Agreement shall be deemed to apply to, or deemed breached or violated by, include any of Alternative Debt Financing and the actions taken by the Company at the express request of Parent set forth term “Debt Financing Commitment Letter” as used in this Section 5.17. Parent acknowledges and agrees that (i) the obtaining of the Agreement shall be deemed to include any Alternative Debt Financing is not a condition to Closing and (ii) a breach of this Section 5.17 shall not constitute a breach of the Company that may give Parent termination rights in respect of this Agreement, including without limitation, for purposes of Section 7.1(f)Commitment Letter.

Financing; Financing Cooperation. (a) Parent shall, to the extent the proceeds thereof are required to consummate the transactions contemplated hereby, shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange and obtain the Financing on the terms and conditions described in the Financing Commitments and shall not permit, without the consent of the Company, any amendment or modification to be made to, or any waiver of any material provision or remedy under the Debt Financing and to consummate Commitments if such amendment, modification or waiver would (x) reduce the Debt Financing on the Closing Date. Such actions shall include using reasonable best efforts to: (i) maintain in effect the Debt Commitment Letter (except as otherwise permitted in the definition aggregate amount of Financing Failure Event) until the transactions contemplated by this Agreement are consummated or this Agreement is terminated in accordance with its terms; (ii) cause senior management of Parent to participate in, and assist with, the preparation of rating agency presentations and meetings with rating agencies; (iii) satisfy on a timely basis (or, if deemed advisable by Parent, seek a waiver on a timely basis of) all Financing Conditions within its control; (iv) negotiate, execute and deliver Debt Financing Documents that reflect the terms contained in the Debt Commitment Letter (including any “market flex” provisions related thereto) or on such other terms no less favorable to Parent than those set forth in the Debt Commitment Letter; and (v) in the event that the conditions set forth in Section 6.1 and Section 6.2 and the Financing Conditions have been satisfied or, upon funding would be satisfied, enforce Parent’s rights under below the Debt Commitment Letter in the event of a Financing Failure Event that prevents, impedes or delays the Closing. Parent shall use reasonable best efforts to give the Company prompt notice of any material breach or repudiation by any Financing Sources to the Debt Commitment Letter of which Parent obtains knowledge. (b) Without limiting Parent’s other obligations under Section 5.17(a), if a Financing Failure Event occurs, Parent shall (i) promptly notify the Company of such Financing Failure Event and the reasons therefor, (ii) use reasonable best efforts to obtain alternative financing from alternative financing sources, in an amount sufficient, together with any other sources of funds available to Parent or Merger Sub (including cash and cash equivalents held by Parent and the Company and the proceeds of available lines of credit under existing revolving credit facilities or Parent), required to consummate the transactions contemplated by this Agreement, as promptly as reasonably practicable following Agreement (including by changing the occurrence amount of such Financing Failure Event (provided, however, that Parent shall not fees to be required to obtain alternative financing which includes terms and conditions materially less favorable (taking into account any “market flex” provision), in the aggregate, to Parent, in each case relative to those in the Debt Financing being replaced) and (iii) obtain, and when obtained, provide the Company with a true and complete copy of, a new financing commitment that provides for such alternative financing subject only to the Financing Conditions. Neither Parent nor any of its Affiliates shall amend, modify, supplement, restate, assign, substitute paid or replace any original issue discount of the Debt Commitment Letter or any definitive document relating to the Debt Financing; provided), however, that, notwithstanding the foregoing, Parent and its Affiliates shall be permitted to amend, modify, supplement, restate, assign, substitute, replace or terminate any of the Debt Commitment Letter or any definitive document relating to the Debt Financing if the effect of such amendment, modification, supplement, restatement, assignment, substitution, replacement or termination would not (y) impose new or additional conditions or otherwise expandamend, amend modify or modify expand any conditions, to the receipt of the Debt Financing Conditions or other terms in a manner that would reasonably be expected to materially delay, impair (I) delay (taking into account the Marketing Period) or prevent the Closing Date or (II) adversely impact in any material respect the ability of Parent to enforce its rights against the other parties to the Debt Financing Commitments or the definitive agreements with respect thereto, the ability of Parent to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated by this Agreement; provided, further, that the hereby. Parent may replace or amend the Debt Commitment Letter Financing Commitments to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had that have not executed the Debt Commitment Letter Financing Commitments as of the date hereof. For purposes of this Agreement so long Section 6.13, references to “Financing” shall include the financing contemplated by the Financing Commitments as permitted to be amended or modified by this Section 6.13(a) and references to “Financing Commitments” or “Debt Financing Commitments” shall include such parties are creditworthydocuments as permitted to be amended or modified by this Section 6.13(a). Parent Without limiting the foregoing, each of the Buyer Parties shall keep the Company reasonably informed as to the status of Parent’s efforts to arrange the Debt Financing. (c) Prior to the Closing, the Company will, and will cause use its Representatives to, use reasonable best efforts to provide to Parent all cooperation and take all corporate action required, as reasonably requested by Parent (i) maintain in connection with the arrangement, marketing and consummation of effect the Debt Financing (providedCommitments until the transactions contemplated by this Agreement are consummated, however, that such requested cooperation does not unreasonably interfere in any material respect with the ongoing operations of the Company), including using reasonable best efforts to: (i) deliver to Parent such historical financial information regarding the Company as may be reasonably requested by Parent and that is customarily required for the Debt Financing, including (A) the financial statements referred to in Exhibit C to the Debt Commitment Letter, which financial statements need not be delivered prior to such financial statements being filed with the SEC on XXXXX (provided that such financial statements are filed with the SEC on a timely basis) and such filing shall constitute delivery and (B) any other pertinent information as may be reasonably requested by Parent to enable Parent to prepare, and to reasonably cooperate with Parent and the Financing Sources in the preparation of, customary pro forma financial statements of Parent that meet the requirements of Regulation S-X under the Securities Act and all other accounting rules and regulation of the SEC promulgated thereunder, provided that (x) the Company’s obligation to provide information for such pro forma financial statements shall be limited to information about the Company and its Subsidiaries and (y) Parent and Merger Sub shall be solely responsible for the preparation of pro forma financial statements, including any adjustments incorporated into any such pro forma financial statements; (ii) to satisfy all conditions and covenants within the extent customarily required for control of the Buyer Parties in the Debt FinancingFinancing Commitments at or prior to Closing and otherwise comply with its obligations thereunder, make appropriate officers available to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, Financing Sources and prospective Financing Sources, in each case, upon reasonable notice and at mutually agreeable dates and times; (iii) provide reasonable assistance (including using reasonable best efforts to obtain such materials or documents from the Company Representatives) in the preparation of customary offering documents, including customary bank information memoranda, authorization letters, lender presentations, rating agency materials, registration statements, prospectuses, offering memoranda, and private placement memoranda (including information required by Regulation S-X or Regulation S-K under the Securities Act (which, for the avoidance of doubt, shall not include financial statements or information required by Rules 3-05, 3-09, 3-10 or 3-16 of Regulation S-X or information required by Item 402 of Regulation S-K or any information that the Company is not required to prepare and file with the SEC, but would include such other information and data as are otherwise reasonably necessary in order to receive customary “comfort” letters with respect to the financial statements and data referred to in clause (i) above)); (iv) if reasonably requested in writing by Parent at least ten (10) Business Days prior to the anticipated Closing, furnish at least four (4) Business Days prior to the Closing Date to Parent all customary and reasonable information regarding the Company that is required by regulatory authorities in connection with the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; (v) assist Parent in obtaining corporate, corporate family, credit, facility and securities ratings from rating agencies; (vi) provide (including using reasonable best efforts to obtain such documents from the Company Representatives) customary certificates, definitive documents, pay-off letters, “10b-5” representation letters and other customary documentation and items relating to the Debt Financing as reasonably requested by Parent and, if requested by Parent, to cooperate with and assist Parent in obtaining such documentation and items; provided, however, that no obligation of the Company under any agreement, certificate, document or instrument (other than any “10b-5” representation letter) shall be effective until the Closing; (vii) use reasonable best efforts to cause the independent accountants of the Company to provide assistance and cooperation in connection with the Debt Financing, including (1) participating in a reasonable number of drafting sessions and accounting due diligence sessions, (2) providing customary consents to use their audit reports relating the Company and (3) providing customary “comfort” (including “negative assurance” comfort) letters; and (viii) reasonably cooperate with the marketing efforts for any portion of the Debt Financing, including using its commercially reasonable efforts to ensure that any syndication effort benefits from any existing lending relationships. Notwithstanding the foregoing, nothing in this Agreement shall require the Company or any of its Representatives to (1) enter into any Contract, take any corporate action or otherwise agree to pay any fees, reimburse any expenses or otherwise incur any actual or potential liability (other than immaterial out-of-pocket expenses that shall be subject to reimbursement by Parent as set forth below), (2) take any action that would reasonably be expected to conflict with or violate the Company Charter or the Company Bylaws or any Law or result in the breach of any Contract, (3) execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing or provide any legal opinion in connection with the Debt Financing or any other debt offering or (4) provide any information subject to attorney-client privilege, attorney work product protection or other legal privilege. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company (other than with respect to any costs associated with preparing regular quarterly and annual financial statements) in performing their obligations under this Section 5.17, and indemnify the Company and its directors, officers, employees and other Representatives for any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Debt Financing other than to the extent any of the foregoing arises from any gross negligence or willful misconduct of, or material breach of this Agreement by, the Company or any of its Representatives. None of the representations, warranties or covenants of the Company set forth in this Agreement shall be deemed to apply to, or deemed breached or violated by, any of the actions taken by the Company at the express request of Parent set forth in this Section 5.17. Parent acknowledges and agrees that (i) the obtaining of the Debt Financing is not a condition to Closing and (ii) a breach of this Section 5.17 shall not constitute a breach of the Company that may give Parent termination rights in respect of this Agreement, including without limitation, for purposes of Section 7.1(f).enter

Financing; Financing Cooperation. (a) Parent shall, Notwithstanding anything to the extent contrary in this Agreement or in any of the proceeds thereof are required Ancillary Agreements, Buyer acknowledges and agrees that its obligations to consummate the transactions contemplated hereby, use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange the Debt Financing and to consummate the Debt Financing on the Closing Date. Such actions shall include using reasonable best efforts to: (i) maintain in effect the Debt Commitment Letter (except as otherwise permitted in the definition of Financing Failure Event) until the transactions contemplated by this Agreement and the Ancillary Agreements are consummated not conditioned upon the availability to Buyer or any of its Affiliates of any debt, equity or other financing in any amount whatsoever. The failure, for any reason, by Buyer to have sufficient cash available through the Closing to satisfy the Purchase Price shall constitute a Willful Breach of this Agreement is terminated in accordance with its terms; (ii) cause senior management of Parent to participate in, and assist with, the preparation of rating agency presentations and meetings with rating agencies; (iii) satisfy on a timely basis (or, if deemed advisable by Parent, seek a waiver on a timely basis of) all Financing Conditions within its control; (iv) negotiate, execute and deliver Debt Financing Documents that reflect the terms contained in the Debt Commitment Letter (including any “market flex” provisions related thereto) or on such other terms no less favorable to Parent than those set forth in the Debt Commitment Letter; and (v) in the event that the conditions set forth in Section 6.1 and Section 6.2 and the Financing Conditions have been satisfied or, upon funding would be satisfied, enforce Parent’s rights under the Debt Commitment Letter in the event of a Financing Failure Event that prevents, impedes or delays the Closing. Parent shall use reasonable best efforts to give the Company prompt notice of any material breach or repudiation by any Financing Sources to the Debt Commitment Letter of which Parent obtains knowledgeBuyer. (b) Without limiting Parent’s other obligations under Section 5.17(a), if a Financing Failure Event occurs, Parent shall (i) promptly notify the Company of such Financing Failure Event and the reasons therefor, (ii) use reasonable best efforts to obtain alternative financing from alternative financing sources, in an amount sufficient, together with any other sources of funds available to Parent or Merger Sub (including cash and cash equivalents held by Parent and the Company and the proceeds of available lines of credit under existing revolving credit facilities or Parent), to consummate the transactions contemplated by this Agreement, as promptly as reasonably practicable following the occurrence of such Financing Failure Event (provided, however, that Parent shall not be required to obtain alternative financing which includes terms and conditions materially less favorable (taking into account any “market flex” provision), in the aggregate, to Parent, in each case relative to those in the Debt Financing being replaced) and (iii) obtain, and when obtained, provide the Company with a true and complete copy of, a new financing commitment that provides for such alternative financing subject only to the Financing Conditions. Neither Parent nor any of its Affiliates shall amend, modify, supplement, restate, assign, substitute or replace any of the Debt Commitment Letter or any definitive document relating to the Debt Financing; provided, however, that, notwithstanding the foregoing, Parent and its Affiliates shall be permitted to amend, modify, supplement, restate, assign, substitute, replace or terminate any of the Debt Commitment Letter or any definitive document relating to the Debt Financing if the effect of such amendment, modification, supplement, restatement, assignment, substitution, replacement or termination would not impose new or additional conditions or otherwise expand, amend or modify any of the Financing Conditions or other terms in a manner that would reasonably be expected to materially delay, impair or prevent the consummation of the transactions contemplated by this Agreement; provided, further, that the Parent may amend the Debt Commitment Letter to 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 so long as such parties are creditworthy. Parent shall keep the Company reasonably informed as to the status of Parent’s efforts to arrange the Debt Financing. (c) Prior to the Closing, the Company willSeller shall use its commercially reasonable efforts to provide, and will use its commercially reasonable efforts to cause its Representatives toto provide, use reasonable best efforts such cooperation to provide to Parent all cooperation and take all corporate action required, Buyer as may reasonably be requested by Parent Buyer in connection with obtaining any debt financing to refinance Indebtedness of the BDCs in connection with the arrangement, marketing and consummation of the Debt Financing (provided, however, that such requested cooperation does not unreasonably interfere in any material respect with the ongoing operations of the Company)transactions contemplated hereby, including using reasonable best efforts to: the following: (i) deliver at reasonable times, during normal business hours, at reasonable locations and upon reasonable notice, participating (to Parent the extent applicable) in a reasonable number of road shows, meetings, due diligence sessions and similar presentations to and with prospective lenders, investors and rating agencies and assisting with the preparation of materials for rating agency presentations, road show presentations, bank information memoranda (including, to the extent necessary, an additional bank information memoranda that does not include material non-public information) and similar documents required in connection with such historical financial information regarding debt financing; (ii) assisting reasonably in the Company negotiation of one or more credit or other agreements, as well as any pledge and security documents, and other definitive financing documents, collateral filings or other certificates or documents as may be reasonably requested by Parent Buyer and that is customarily required for otherwise reasonably facilitating the Debt Financingpledging of collateral; (iii) facilitating the delivery at Closing of any necessary and customary pledge and security documents, guarantees, mortgages, collateral filings, other definitive financing documents (including one or more credit agreements or other instruments) in connection with such debt financing or other certificates or documents as may reasonably be requested by Buyer (A) the financial statements referred to in Exhibit C to the Debt Commitment Letterall such documents, which financial statements need not be delivered prior to such financial statements being filed together with the SEC on XXXXX documents described in the preceding clause (ii), the “Debt Documents”) and reasonably facilitating the taking of all corporate actions by the BDCs with respect to entering such definitive financing documents and otherwise necessary to permit consummation of such debt financing (provided that all such financial statements are filed with corporate action shall be deemed to become effective only if and when the SEC Closing occurs and shall be based on a timely basisauthorizations (including appointment of directors and authorized officers) and such filing shall constitute delivery and (B) any other pertinent information as may be reasonably requested by Parent to enable Parent to prepareprovided by, and to reasonably cooperate with Parent and derived exclusively from the Financing Sources in the preparation authority of, customary pro forma financial statements of Parent that meet Buyer after giving effect to the requirements of Regulation S-X under the Securities Act and all other accounting rules and regulation of the SEC promulgated thereunderClosing); (iv) cooperating reasonably with diligence, provided that (x) the Company’s obligation to provide information for such pro forma financial statements shall be limited to information about the Company and its Subsidiaries and (y) Parent and Merger Sub shall be solely responsible for the preparation of pro forma financial statements, including any adjustments incorporated into any such pro forma financial statements; (ii) to the extent customarily required for the Debt Financing, make appropriate officers available to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions customary and sessions with rating agencies, Financing Sources and prospective Financing Sourcesreasonable, in each case, upon connection with such debt financing; (v) using commercially reasonable notice and at mutually agreeable dates and times; (iii) provide reasonable assistance (including using reasonable best efforts to obtain legal opinions of in-house or “local” counsel customary for financings similar to such materials or documents from the Company Representativesdebt financing; (vi) in the preparation of obtaining customary offering documents, including customary bank information memoranda, authorization letters, lender presentations, rating agency materials, registration statements, prospectuses, offering memoranda, and private placement memoranda (including information required by Regulation S-X or Regulation S-K under the Securities Act (which, for the avoidance of doubt, shall not include financial statements or information required by Rules 3-05, 3-09, 3-10 or 3-16 of Regulation S-X or information required by Item 402 of Regulation S-K or any information that the Company is not required to prepare and file with the SEC, but would include such other information and data as are otherwise reasonably necessary in order to receive customary “comfort” letters with respect to any bank information memoranda from a senior officer of each BDC and using commercially reasonable efforts to obtain consents of accountants for use of their reports on customary terms and consistent with the financial statements and data referred accountants’ customary practice in any materials relating to in clause such debt financing; (ivii) above)); (iv) if reasonably requested in writing by Parent at least ten five (105) Business Days prior to the anticipated Closing, furnish at least four (4) Business Days prior to the Closing Date to Parent providing all customary documentation and reasonable other information regarding the Company about each BDC that is reasonably requested and reasonably determined by the lenders providing such debt financing to be required by regulatory authorities in connection with the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, to the extent requested by Buyer in writing at least ten (10) Business Days prior to Closing; and (viii) taking all actions reasonably requested to facilitate arrangements for the discharge as of the Closing Date of any Indebtedness, including the Patriot Actobtaining customary release letters, Encumbrance terminations and other instruments of discharge; provided, in each case in Sections 6.15(b)(i) through (vii) above, that (v) assist Parent in obtaining corporatenone of Seller, corporate familythe BDCs nor any of their respective Affiliates, creditnor any of their respective Representatives, facility and securities ratings from rating agencies; (vi) provide (including using reasonable best efforts to obtain such documents from the Company Representatives) customary certificates, definitive documents, pay-off letters, “10b-5” representation letters and other customary documentation and items relating to the Debt Financing as reasonably requested by Parent and, if requested by Parent, to cooperate with and assist Parent in obtaining such documentation and items; provided, however, that no obligation of the Company under any agreement, certificate, document or instrument (other than any “10b-5” representation letter) shall be effective until the Closing; (vii) use reasonable best efforts required to cause the independent accountants of the Company to provide assistance and cooperation incur any Liability whatsoever in connection with the Debt Financingany such debt financing, including any “commitment” or similar fee (1) participating in a reasonable number of drafting sessions except that the BDCs and accounting due diligence sessionstheir Subsidiaries may incur such liabilities only to the extent such Liabilities become effective after the Closing), (2w) providing customary consents to use their audit reports relating the Company and (3) providing customary “comfort” (including “negative assurance” comfort) letters; and (viii) reasonably cooperate with the marketing efforts for any portion of the Debt Financing, including using its commercially reasonable efforts to ensure that any syndication effort benefits from any existing lending relationships. Notwithstanding the foregoing, nothing in this Agreement Section 6.15 shall require cooperation to the Company extent that it would (A) cause any condition to Closing set forth in Article VII to not be satisfied or otherwise cause any breach of this Agreement, (B) require Seller, the BDCs or any of its Representatives their respective Affiliates to (1) enter into any Contract, take any corporate action or otherwise agree to pay any fees, reimburse any expenses or otherwise incur any actual or potential liability (other than immaterial out-of-pocket expenses that shall be subject to reimbursement by Parent as set forth below), (2) take any action that would reasonably be expected to conflict with or violate the Company Charter or the Company Bylaws Seller’s, a BDC’s or any Law of their respective Affiliates’ organizational documents or any Law, or result in, or could reasonably be expected to result in, the contravention in any material respect of, or result in the a violation or breach of in any Contractmaterial respect of, or default under, any Contract to which it is a party, (3C) execute unreasonably interfere with the ongoing operations of Seller, the BDCs or deliver their respective Affiliates or (D) cause any certificaterepresentation or warranty to be breached in this Agreement, document(x) except as contemplated in Section 6.15(b)(iii) above, instrument or agreement that is effective the boards of directors of the BDCs and their Subsidiaries shall not be required prior to the Closing or agree to adopt resolutions approving any change or modification Debt Document, (y) none of Seller, the BDCs nor any existing certificate, document, instrument or agreement of their respective Affiliates shall be required to (A) enter into any Contract in connection with any such debt financing that is effective prior to not conditioned on the occurrence of the Closing and does not terminate without Liability to Seller, the BDCs or any of their respective Affiliates upon termination of this Agreement, (B) provide access to or disclose information that Seller or a BDC determines would jeopardize any attorney-client privilege of Seller, such BDC or any of their respective Affiliates, (C) provide financial or other information regarding the BDCs or their Subsidiaries that is not in the possession of a BDC or any of its Subsidiaries or (D) provide any legal opinion or other opinion of counsel or any solvency certificate, or, in the case of Seller or its Affiliates, issue any offering or information document, and (z) none of Seller, the BDCs nor any of their respective Affiliates shall be required to execute any Debt Documents (except (1) the authorization letters set forth in 6.15(b)(vi) above, (2) any prepayment and termination notices necessary pursuant to 6.15(b)(viii) above and (3) as otherwise set forth in Section 6.15(b)(vii) above prior to the Closing). (c) Buyer shall indemnify, defend and hold harmless Seller, the BDCs and their respective Affiliates, and their respective pre-Closing Representatives (collectively, the “Indemnitees”), from and against any and all Liabilities, losses, damages, claims, costs, expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation), interest, awards, judgments and penalties suffered or incurred, directly or indirectly, by any of the Indemnitees in connection with the Debt Financing arrangement of any debt financing described in this Section 6.15, except to the extent that any of the foregoing arises from (x) the bad faith, gross negligence or willful misconduct of any other debt offering Indemnitee, in each case as determined by a court of competent jurisdiction in a final and non-appealable decision or (4y) provide any information subject provided by any of the Indemnitees pursuant to attorney-client privilegeSection 6.15(b)(i). For the avoidance of doubt, attorney work product protection or other legal privilege. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs (including reasonable attorneys’ feesthis Section 6.15(c) incurred by the Company (other than with respect shall not apply to any costs associated with preparing regular quarterly and annual financial statements) in performing their obligations under this Section 5.17, and indemnify the Company and its directors, officers, employees and other Representatives for any and all liabilitiessuch Liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred incurred, directly or indirectly, by them Seller in connection with the Debt Financing other than to the extent any of the foregoing arises from any gross negligence or willful misconduct of, or material breach of this Agreement by, the Company or any performance of its Representatives. None of the representations, warranties obligations pursuant to Section 6.10(d) or covenants of the Company set forth in this Agreement shall be deemed to apply to, or deemed breached or violated by, any of the actions taken by the Company at the express request of Parent set forth in this Section 5.17. Parent acknowledges and agrees that (i) the obtaining of the Debt Financing is not a condition to Closing and (ii) a breach of this Section 5.17 shall not constitute a breach of the Company that may give Parent termination rights in respect of this Agreement, including without limitation, for purposes of Section 7.1(f6.10(e).

Financing; Financing Cooperation. (a) From the date hereof until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, Parent shall, and Merger Sub agree to the extent the proceeds thereof are required to consummate the transactions contemplated hereby, use reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary or advisable to arrange and obtain, on or prior to the Debt Financing and to consummate Closing Date, the Debt Financing on the Closing Date. Such actions terms and conditions described in the Credit Agreement, and shall include using reasonable best efforts not permit any material amendment or modification to be made to the Credit Agreement that would, or would reasonably be expected to: , (i) maintain in effect reduce the aggregate amount of the Debt Commitment Letter (except as otherwise permitted in Financing to an amount less than an amount necessary to satisfy the definition of Financing Failure Event) until the transactions contemplated by this Agreement are consummated Required Funding Amount or this Agreement is terminated in accordance with its terms; (ii) cause senior management of Parent to participate in, and assist with, the preparation of rating agency presentations and meetings with rating agencies; (iii) satisfy on a timely basis (or, if deemed advisable by Parent, seek a waiver on a timely basis of) all Financing Conditions within its control; (iv) negotiate, execute and deliver Debt Financing Documents that reflect the terms contained in the Debt Commitment Letter (including any “market flex” provisions related thereto) or on such other terms no less favorable to Parent than those set forth in the Debt Commitment Letter; and (v) in the event that the conditions set forth in Section 6.1 and Section 6.2 and the Financing Conditions have been satisfied or, upon funding would be satisfied, enforce Parent’s rights under the Debt Commitment Letter in the event of a Financing Failure Event that prevents, impedes or delays the Closing. Parent shall use reasonable best efforts to give the Company prompt notice of any material breach or repudiation by any Financing Sources to the Debt Commitment Letter of which Parent obtains knowledge. (b) Without limiting Parent’s other obligations under Section 5.17(a), if a Financing Failure Event occurs, Parent shall (i) promptly notify the Company of such Financing Failure Event and the reasons therefor, (ii) use reasonable best efforts to obtain alternative financing from alternative financing sources, in an amount sufficient, together with any other sources of funds available to Parent or Merger Sub (including cash and cash equivalents held by Parent and the Company and the proceeds of available lines of credit under existing revolving credit facilities or Parent), to consummate the transactions contemplated by this Agreement, as promptly as reasonably practicable following the occurrence of such Financing Failure Event (provided, however, that Parent shall not be required to obtain alternative financing which includes terms and conditions materially less favorable (taking into account any “market flex” provision), in the aggregate, to Parent, in each case relative to those in the Debt Financing being replaced) and (iii) obtain, and when obtained, provide the Company with a true and complete copy of, a new financing commitment that provides for such alternative financing subject only to the Financing Conditions. Neither Parent nor any of its Affiliates shall amend, modify, supplement, restate, assign, substitute or replace any of the Debt Commitment Letter or any definitive document relating to the Debt Financing; provided, however, that, notwithstanding the foregoing, Parent and its Affiliates shall be permitted to amend, modify, supplement, restate, assign, substitute, replace or terminate any of the Debt Commitment Letter or any definitive document relating to the Debt Financing if the effect of such amendment, modification, supplement, restatement, assignment, substitution, replacement or termination would not impose new or additional conditions precedent or other terms or otherwise expand, amend or modify any of the conditions to the receipt of any portion of the Debt Financing Conditions or other terms in a manner that would reasonably be expected to (A) materially delay, impair delay or prevent the consummation Closing or (B) make the funding of any portion of the transactions contemplated by this Agreement; provided, further, that the Parent may amend Debt Financing (or satisfaction of any condition to obtaining any portion of the Debt Commitment Letter Financing) less likely to 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 so long as such parties are creditworthy. occur. (b) Parent shall keep the Company reasonably informed as to of any material developments in the status of Parent’s the Debt Financing. If any portion of the Debt Financing necessary to satisfy the Required Funding Amount becomes unavailable (after giving effect to any other equity and/or debt financing that may then be available to cover such unavailable amount) on the terms and conditions contemplated in the Credit Agreement, Parent shall use its reasonable best efforts to arrange and obtain alternative debt financing on terms and conditions in the aggregate not less favorable to Parent (as determined in good faith by Parent, but in any event that does not impose any new or additional condition precedent, or otherwise expand, amend or modify any of the conditions precedent, to the receipt of any portion of the Debt Financing in a manner that would be reasonably expected to (A) materially delay or prevent the Closing or (B) make the funding of any portion of the Debt Financing (or satisfaction of any condition to obtaining any portion of the Debt Financing) less likely to occur) than the Debt Financing contemplated by the Credit Agreement as in effect on the date hereof in an amount sufficient to replace any unavailable portion of the Debt Financing (any such alternative debt financing, an “Alternative Financing”) as promptly as practicable following the occurrence of such event, and the provisions of this Section 5.20 shall be applicable to the Alternative Financing, and, for the purposes of this Agreement (other than Section 5.4), all references to the “Debt Financing” shall be deemed to include such Alternative Financing and all references to the “Credit Agreement” shall include the applicable documents for the Alternative Financing. It is understood and agreed that in no event will the reasonable best efforts of Parent be deemed or construed to require Parent to pay any fees materially in excess of those contemplated by the Credit Agreement as in effect on the date of this Agreement (whether to secure waiver of any conditions contained therein or otherwise). (c) Prior Parent shall give the Company prompt written notice (i) in the event Parent becomes aware of any material breach or material default (or any event, fact or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to result in material breach or material default) by any party to the ClosingCredit Agreement that would reasonably be expected to materially delay or prevent the Closing or result in any portion of the Debt Financing contemplated by the Credit Agreement necessary to satisfy the Required Funding Amount becoming unavailable, (ii) of the receipt by Parent or Merger Sub of any written notice from any Lender party to the Credit Agreement with respect to any actual breach, default, termination or repudiation by such Lender related to the Debt Financing or (iii) of any expiration of termination of the Credit Agreement. (d) From the date hereof until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, the Company willshall, shall cause its Subsidiaries to, and will shall use its reasonable best efforts to cause its and its Subsidiaries’ Representatives toto (x) furnish to Parent or Merger Sub all information required to be provided with respect the Company and its Subsidiaries, and the business, operations and financial conditions thereof, pursuant to the terms of the Credit Agreement (including, without limitation, Sections 3.2(o) and 7.4(II) of the Credit Agreement) and (y) use reasonable best efforts to provide to Parent with all cooperation and take all corporate action required, as is reasonably requested by Parent in connection with arranging and obtaining the arrangementDebt Financing, including, without limitation, by: (i) making available to Parent and the Debt Financing Sources reasonably requested financial and other pertinent information regarding the Company; provided, that no financial statements shall be required pursuant to this Section 5.20(d)(i) except to the extent required by clause (d)(x) above; (ii) participating at reasonable times and upon reasonable notice in a reasonable number of meetings and due diligence sessions (it being understood that such meetings or due diligence sessions may occur telephonically or by videoconferencing) with Parent and/or the Debt Financing Sources; (iii) cooperating with Parent and its Debt Financing Sources in the preparation of customary materials for customary marketing in connection with the Debt Financing; (iv) assisting in the preparation of, and consummation of executing and delivering, definitive financing documents, including guarantee and collateral documents and customary closing certificates as may be required in connection with the Debt Financing (provided, however, that such requested cooperation does not unreasonably interfere in any material respect with the ongoing operations including a certificate of an appropriate officer of the Company), including using reasonable best efforts to: (i) deliver Company with respect to Parent such historical financial information regarding solvency of the Company and its subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions contemplated hereby) and other customary documents, in each case as may be reasonably requested by Parent or the Debt Financing Sources and that is customarily are not effective until as of, or after, the Closing; (v) cooperating with Xxxxxx’s legal counsel in connection with any legal opinions that such legal counsel may be required for to deliver in connection with the Debt Financing, including ; (Avi) the financial statements referred providing to in Exhibit C to the Debt Commitment Letter, which financial statements need not be delivered prior to such financial statements being filed with the SEC on XXXXX (provided that such financial statements are filed with the SEC on a timely basis) and such filing shall constitute delivery and (B) any other pertinent information as may be reasonably requested by Parent to enable Parent to prepare, and to reasonably cooperate with Parent and the Debt Financing Sources in the preparation of, customary pro forma financial statements of Parent that meet the requirements of Regulation S-X under the Securities Act and all other accounting rules and regulation of the SEC promulgated thereunder, provided that (x) the Company’s obligation to provide information for such pro forma financial statements shall be limited to information about the Company and its Subsidiaries and (y) Parent and Merger Sub shall be solely responsible for the preparation of pro forma financial statements, including any adjustments incorporated into any such pro forma financial statements; (ii) to the extent customarily required for the Debt Financing, make appropriate officers available to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, Financing Sources and prospective Financing Sources, in each case, upon reasonable notice and at mutually agreeable dates and times; (iii) provide reasonable assistance (including using reasonable best efforts to obtain such materials or documents from the Company Representatives) in the preparation of customary offering documents, including customary bank information memoranda, authorization letters, lender presentations, rating agency materials, registration statements, prospectuses, offering memoranda, and private placement memoranda (including information required by Regulation S-X or Regulation S-K under the Securities Act (which, for the avoidance of doubt, shall not include financial statements or information required by Rules 3-05, 3-09, 3-10 or 3-16 of Regulation S-X or information required by Item 402 of Regulation S-K or any information that the Company is not required to prepare and file with the SEC, but would include such other information and data as are otherwise reasonably necessary in order to receive customary “comfort” letters with respect to the financial statements and data referred to in clause (i) above)); (iv) if reasonably requested in writing by Parent at least ten (10) Business Days prior to the anticipated Closing, furnish at least four (4) Business Days prior to the Closing Date to Parent all customary documentation and reasonable other information regarding the Company that is required by bank regulatory authorities in connection with the Debt Financing United States under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; (v) assist Parent PATRIOT Act and any beneficial ownership certification required in obtaining corporateconnection with 31 C.F.R. Section 1010.230, corporate familyin each case, credit, facility and securities ratings from rating agencies; (vi) provide (including using reasonable best efforts to obtain such documents from the Company Representatives) customary certificates, definitive documents, pay-off letters, “10b-5” representation letters and other customary documentation and items relating to the Debt Financing as extent reasonably requested by Parent and, if requested by Parent, ten (10) days prior to cooperate with and assist Parent in obtaining such documentation and items; provided, however, that no obligation of the Company under any agreement, certificate, document or instrument (other than any “10b-5” representation letter) shall be effective until the Closing; ; (vii) use reasonable best efforts to cause facilitating the independent accountants granting of a security interest (and the Company to provide assistance perfection thereof) in collateral (including obtaining insurance certificates with customary endorsements and cooperation delivering original stock certificates with customary stock powers as required in connection with the Debt Financing) and the termination of any existing guarantee and collateral arrangements in respect thereof; (viii) subject to customary confidentiality agreements, including (1) participating in a using reasonable number of drafting sessions and accounting best efforts to cooperate with the due diligence sessionsinvestigation of the Debt Financing Sources, to the extent customary and reasonable; and (2ix) providing customary consents to use their audit reports relating causing the taking of all corporate and other actions by the Company and (3) providing customary “comfort” (including “negative assurance” comfort) letters; and (viii) its Subsidiaries that are reasonably cooperate with requested by Parent to permit the marketing efforts for any portion consummation of the Debt FinancingFinancing on the Closing Date and to permit the proceeds thereof to be made available to Parent and/or Merger Sub as of the Closing; it being understood and agreed that (A) no such corporate or other action will take effect prior to the Closing and (B) any such corporate or other action will only be required of the directors, including using its commercially reasonable efforts to ensure that any syndication effort benefits from any existing lending relationships. Notwithstanding the foregoingmembers, nothing in this Agreement shall require partners, managers or officers of the Company or any of its Representatives Subsidiaries who retain their respective positions as of the Closing. (e) The Company consents to the customary and reasonable use of the Company’s and its Subsidiaries’ logos solely in connection with the Debt Financing; provided that such logos are used solely in a manner that is not intended, or reasonably likely, to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company and its Subsidiaries. Notwithstanding anything in this Agreement to the contrary, (1A) none of the Company or any of its Subsidiaries shall be required to execute or enter into any Contract, take any corporate action or otherwise agree to pay any fees, reimburse any expenses or otherwise incur any actual or potential liability (other than immaterial out-of-pocket expenses that shall be subject to reimbursement by Parent as set forth below), (2) take any action that would reasonably be expected to conflict with or violate the Company Charter or the Company Bylaws or any Law or result in the breach of any Contract, (3) execute or deliver any certificate, documentinstrument, instrument agreement or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing or provide any legal opinion other document in connection with the Debt Financing or any other debt offering or which will be effective prior to the Effective Time; (4B) provide any information subject to attorney-client privilege, attorney work product protection nothing herein shall require cooperation or other legal privilege. Parent shall, promptly upon request by actions or efforts on the part of the Company, its Subsidiaries or any of their Affiliates, or any of their respective directors, officers, employees or agents, in connection with the Debt Financing to the extent it would interfere unreasonably or materially with the business or operations of the Company and its Subsidiaries (it being understood that the assistance described in clauses (i) through (ix) of Section 5.20(d) does not unreasonably or materially interfere with the business or operations of the Company and its Subsidiaries); (C) none of the Company or any of its Subsidiaries will be required to pay any commitment or other similar fee or to incur any other liability or obligation, in each case, in connection with the Debt Financing prior to the Closing; (D) nothing herein shall require the board of directors or similar governing body of the Company or any of its Subsidiaries, prior to the Closing, to adopt resolutions approving the agreements, documents or instruments pursuant to which the Debt Financing is made (it being agreed and understood that Persons who will continue as directors or managers of the Company or any of its Subsidiaries after the Closing may be required to execute and deliver in escrow resolutions or consents to approve or authorize the execution of the Debt Financing that will be effective at the Closing); and (E) none of the Company, any of its Subsidiaries or any of their Representatives shall be required to deliver any legal opinions. All information provided or made available by or on behalf of the Company or its Subsidiaries pursuant to this Section 5.20 shall be kept confidential in accordance with the Confidentiality Agreement, it being understood that such information may be shared with prospective Debt Financing Sources, subject to such Debt Financing Sources agreeing to be bound by customary confidentiality undertakings. (f) Parent shall (x) reimburse the Company for all any reasonable and documented out-of-pocket costs (including reasonable attorneys’ fees) expenses incurred or otherwise payable by the Company Company, any of its Subsidiaries or any of their respective Representatives in connection with their cooperation pursuant to Section 5.20(d), promptly upon receipt of the Company’s written request therefor and (other than with respect to any costs associated with preparing regular quarterly y) indemnify and annual financial statements) in performing hold harmless the Company, its Subsidiaries and their obligations under this Section 5.17, respective Representatives from and indemnify the Company and its directors, officers, employees and other Representatives for against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties liabilities suffered or incurred by them in connection with the Debt Financing other than cooperation provided pursuant to Section 5.20(d) or any information provided in connection therewith, except to the extent any such liabilities arise out of or result from the foregoing arises from any gross negligence negligence, Fraud or willful misconduct ofby the Company, its Subsidiaries or any of their respective equityholders, parent entities, agents or other Representatives. (g) Notwithstanding anything to the contrary, the condition set forth in Section 6.2(b), as it applies to the Company’s obligations under this Section 5.20, shall be deemed satisfied unless the Debt Financing (or any Alternative Financing) has not been obtained as a result of the Company’s material breach of this Agreement by, the Company or any of its Representatives. None of the representations, warranties or covenants of the Company set forth in this Agreement shall be deemed to apply to, or deemed breached or violated by, any of the actions taken by the Company at the express request of Parent set forth in obligations under this Section 5.17. Parent acknowledges and agrees that (i) the obtaining of the Debt Financing is not a condition to Closing and (ii) a breach of this Section 5.17 shall not constitute a breach of the Company that may give Parent termination rights in respect of this Agreement, including without limitation, for purposes of Section 7.1(f)5.20.

Financing; Financing Cooperation. (a) Parent shall, to the extent the proceeds thereof are required to consummate the transactions contemplated hereby, 6.9.1 The Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary necessary, proper or advisable to arrange cause the Debt Financing to be completed on or before December 23, 2015 and, until the earlier of Closing or the valid termination of this Agreement, to be available to the Purchaser upon the terms and conditions set forth in the Commitment Letter, including (i) taking actions to enforce its rights against the lenders and other persons providing the Financing to fund such Financing and to consummate the Debt Financing on the Closing Date. Such actions shall include (ii) using its reasonable best efforts to: to (iA) maintain in effect the Debt Commitment Letter Letter, (except as otherwise permitted in the definition of Financing Failure Event) until the transactions contemplated by this Agreement are consummated or this Agreement is terminated in accordance with its terms; (ii) cause senior management of Parent to participate in, and assist with, the preparation of rating agency presentations and meetings with rating agencies; (iiiB) satisfy on a timely basis all conditions applicable to the Purchaser obtaining the Financing, and (or, if deemed advisable by Parent, seek a waiver C) enter into definitive agreements with respect thereto on a timely basis of) all Financing Conditions within its control; (iv) negotiate, execute terms and deliver Debt Financing Documents that reflect the terms conditions contained in the Debt Commitment Letter. The Purchaser shall not agree to or permit any amendment, supplement or other modification of, or waive any of its rights under, the Commitment Letter (including or any “market flex” provisions definitive agreements related thereto) to the Financing, if such amendment, supplement, modification or on such other terms no less favorable to Parent than those set forth in the Debt Commitment Letter; and (v) in the event that the conditions set forth in Section 6.1 and Section 6.2 and the Financing Conditions have been satisfied or, upon funding waiver would be satisfiedreasonably expected to prevent, enforce Parentdelay or hinder the Purchaser’s ability to consummate the transactions contemplated hereby, in each case, without the Stockholders’ Representative’s prior written consent. The Purchaser shall promptly furnish to the Stockholders’ Representative a complete copy of any amendment, supplement or other modification to the Commitment Letter and a full description of any waiver of the Purchaser’s rights under the Debt Commitment Letter, as applicable. The Purchaser will from time to time provide such information as the Stockholders’ Representative may reasonably request regarding the status of the Financing and related negotiations. 6.9.2 In the event that any portion of the Financing becomes unavailable in the manner or from the sources contemplated in the Commitment Letter or if the Bank is in the event of a Financing Failure Event that preventsbreach of, impedes or delays the Closing. Parent shall use reasonable best efforts fails to give the Company prompt notice of any material breach or repudiation by any Financing Sources to the Debt Commitment Letter of which Parent obtains knowledge. (b) Without limiting Parent’s other perform, its obligations under Section 5.17(a)thereunder, if a Financing Failure Event occurs, Parent shall (i) the Purchaser shall promptly notify the Company of such Financing Failure Event Stockholders’ Representative and the reasons therefor, (ii) the Purchaser shall use its reasonable best efforts to obtain alternative financing from alternative financing sources, on terms, taken as whole, that are not materially less beneficial to the Purchaser than those contemplated by the Commitment Letter, would not involve any material conditions to funding the Financing that are not contained in an amount sufficientthe Commitment Letter and would not reasonably be expected to prevent, together with any other sources materially impede or materially delay the consummation of funds available to Parent or Merger Sub (including cash and cash equivalents held by Parent and the Company and the proceeds of available lines of credit under existing revolving credit facilities or Parent), to consummate the transactions contemplated by this Agreementhereby, as promptly as reasonably practicable following the occurrence of such Financing Failure Event (provided, however, event. In the event that Parent shall not be required to obtain alternative financing which includes terms and conditions materially less favorable (taking into account any “market flex” provision)shall be secured pursuant to this Section 6.9.2, the Purchaser shall comply with the covenants in the aggregate, Section 6.9.1 with respect to Parent, in each case relative to those in the Debt Financing being replaced) and (iii) obtain, and when obtained, provide the Company with a true and complete copy of, a new financing commitment that provides for such alternative financing subject only and shall promptly furnish to the Financing Conditions. Neither Parent nor any Stockholders’ Representative the commitment letter and term sheet, including all exhibits, schedules or amendments thereto (or similar documents), with respect to such alternative financing. 6.9.3 From the date hereof until Closing or the valid termination of its Affiliates shall amend, modify, supplement, restate, assign, substitute or replace any of the Debt Commitment Letter or any definitive document relating to the Debt Financing; provided, however, that, notwithstanding the foregoing, Parent and its Affiliates shall be permitted to amend, modify, supplement, restate, assign, substitute, replace or terminate any of the Debt Commitment Letter or any definitive document relating to the Debt Financing if the effect of such amendment, modification, supplement, restatement, assignment, substitution, replacement or termination would not impose new or additional conditions or otherwise expand, amend or modify any of the Financing Conditions or other terms in a manner that would reasonably be expected to materially delay, impair or prevent the consummation of the transactions contemplated by this Agreement; provided, further, that the Parent may amend the Debt Commitment Letter to 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 so long as such parties are creditworthy. Parent shall keep the Company reasonably informed as to the status of Parent’s efforts to arrange the Debt Financing. (c) Prior to the Closing, the Company willand Stockholders shall, and will the Stockholders shall cause its Representatives to, use reasonable best efforts to provide to Parent all cooperation and take all corporate action required, as reasonably requested by Parent in connection with the arrangement, marketing and consummation of the Debt Financing (provided, however, that such requested cooperation does not unreasonably interfere in any material respect with the ongoing operations of the Company), including using reasonable best efforts to: (i) deliver to Parent such historical financial information regarding the Company as may be reasonably requested by Parent and that is customarily required for the Debt Financing, including (A) the financial statements referred to in Exhibit C to the Debt Commitment Letter, which financial statements need not be delivered prior to such financial statements being filed with the SEC on XXXXX (provided that such financial statements are filed with the SEC on a timely basis) and such filing shall constitute delivery and (B) any other pertinent information as may be reasonably requested by Parent to enable Parent to prepare, and to reasonably cooperate with Parent and the Financing Sources in the preparation of, customary pro forma financial statements of Parent that meet the requirements of Regulation S-X under the Securities Act and all other accounting rules and regulation of the SEC promulgated thereunder, provided that (x) the Company’s obligation to provide information for such pro forma financial statements shall be limited to information about the Company and its Subsidiaries to, provide to the Purchaser, and (y) Parent shall use their respective commercially reasonable efforts to cause the Company’s and Merger Sub shall be solely responsible for its Subsidiaries’ officers, employees, and Representatives to, provide to the preparation of pro forma financial statementsPurchaser all cooperation reasonably requested by the Purchaser in connection with the Financing, including the following: (i) providing any adjustments incorporated into information required to be provided by the Purchaser to the Bank in connection with the Financing as promptly as practicable and promptly providing the Purchaser with any supplements to such pro forma financial statementsinformation as reasonably requested by the Purchaser; (ii) to causing the extent customarily required for the Debt FinancingCompany’s and its Subsidiaries’ management team, make with appropriate officers available seniority and expertise, including senior officers, at reasonable times and upon reasonable notice, to participate in in, including the preparation for, a reasonable number of meetings, presentationsconference calls, road showsdrafting sessions, due diligence sessions, drafting sessions and sessions similar presentations to and with rating agencies, Financing Sources and prospective Financing Sources, in each case, upon reasonable notice and at mutually agreeable dates and timeslenders; (iii) provide (A) assisting with the preparation of bank information memoranda and other customary materials required and/or reasonably requested by the Bank in connection with the Financing and (B) executing and delivering customary authorization letters relating to the Financing; (iv) using commercially reasonable assistance efforts (including using reasonable best efforts A) to obtain such materials or documents from the Company Representatives) assist in the preparation of the schedules to the definitive financing documentation as may reasonably be requested, (B) to facilitate the pledging of collateral and (C) to request accountants to consent to the use of their reports in any material relating to the Financing; (v) obtaining customary offering documents, including customary bank information memoranda, authorization debt pay-off letters, lender presentations, rating agency materials, registration statements, prospectuses, offering memoranda; (vi) requesting its external auditors to participate in accounting due diligence sessions; (vii) furnishing the Purchaser and its financing sources promptly, and private placement memoranda in any event no later than five (including information required by Regulation S-X or Regulation S-K under the Securities Act (which, for the avoidance of doubt, shall not include financial statements or information required by Rules 3-05, 3-09, 3-10 or 3-16 of Regulation S-X or information required by Item 402 of Regulation S-K or any information that the Company is not required to prepare and file with the SEC, but would include such other information and data as are otherwise reasonably necessary in order to receive customary “comfort” letters with respect to the financial statements and data referred to in clause (i) above)); (iv) if reasonably requested in writing by Parent at least ten (10) Business Days prior to the anticipated Closing, furnish at least four (45) Business Days prior to the Closing Date to Parent Date, with all customary documentation and reasonable other information regarding the Company that is required by regulatory authorities in connection with the Debt Financing under each Bank and other financing source to satisfy all applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act; (v) assist Parent in obtaining corporate, corporate family, credit, facility and securities ratings from rating agencies; (vi) provide (including using reasonable best efforts Act related to obtain such documents from the Company Representativesand its Subsidiaries and (viii) customary certificates, definitive documents, pay-off letters, “10b-5” representation letters causing the taking of corporate and other customary documentation actions by the Company and items relating its Subsidiaries reasonably necessary to permit the consummation of the Financing on the Closing Date and to permit the proceeds thereof to be made available to the Debt Financing Purchaser as reasonably requested by Parent and, if requested by Parent, to cooperate with and assist Parent in obtaining such documentation and items; provided, however, that no obligation of the Closing. The Company under any agreement, certificate, document or instrument (other than any “10b-5” representation letter) shall be effective until hereby consents to the Closing; (vii) use reasonable best efforts to cause the independent accountants of the Company to provide assistance Company’s and cooperation its Subsidiaries’ logos in connection with the Debt Financing, including (1) participating ; provided that such logos are used solely in a reasonable number of drafting sessions and accounting due diligence sessions, (2) providing customary consents manner that is not intended to use their audit reports relating nor reasonably likely to harm or disparage the Company and (3) providing customary “comfort” (including “negative assurance” comfort) letters; and (viii) reasonably cooperate with its Subsidiaries or the marketing efforts for any portion reputation or goodwill of the Debt Financing, including using Company and its commercially reasonable efforts to ensure that any syndication effort benefits from any existing lending relationshipsSubsidiaries and their respective marks. Notwithstanding the foregoing, nothing in this Agreement The Purchaser shall require the Company or any of its Representatives to (1i) enter into any Contract, take any corporate action or otherwise agree to pay any fees, reimburse any expenses or otherwise incur any actual or potential liability (other than immaterial out-of-pocket expenses that shall be subject to reimbursement by Parent as set forth below), (2) take any action that would reasonably be expected to conflict with or violate the Company Charter or the Company Bylaws or any Law or result in the breach of any Contract, (3) execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing or provide any legal opinion in connection with the Debt Financing or any other debt offering or (4) provide any information subject to attorney-client privilege, attorney work product protection or other legal privilege. Parent shall, promptly upon request by the Company, reimburse the Company upon the earlier of Closing or the termination of this Agreement for all of its reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ attorney fees) incurred by the Company (other than or its Subsidiaries in connection with respect to any costs associated with preparing regular quarterly and annual financial statements) in performing their obligations under this Section 5.176.9 and (ii) indemnify and hold harmless the Stockholders, and indemnify the Company Company, its Subsidiaries and its directors, officers, employees Representatives from and other Representatives for against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties costs or expenses suffered or incurred by any of them in connection with the Debt arrangement of the Financing other than and any information used in connection therewith, except to the extent any suffered or incurred as a result of the foregoing arises from any gross negligence or willful misconduct of, or material breach of this Agreement bythe Stockholders, the Company Company, its Subsidiaries and its or any of its their Representatives. None of the representations, warranties or covenants of the Company set forth in this Agreement shall be deemed to apply to, or deemed breached or violated by, any of the actions taken by the Company at the express request of Parent set forth in this Section 5.17. Parent acknowledges and agrees that (i) the obtaining of the Debt Financing is not a condition to Closing and (ii) a breach of this Section 5.17 shall not constitute a breach of the Company that may give Parent termination rights in respect of this Agreement, including without limitation, for purposes of Section 7.1(f).

Financing; Financing Cooperation. (a) Parent shallacknowledges and agrees that the Seller Representative, the Sellers, the Company, their respective Affiliates and their respective directors, managers, members, officers, employees, agents and representatives have no responsibility for, and shall not incur any liability to any Person under, the extent the proceeds thereof are required to consummate Debt Financing that Parent may raise in connection with the transactions contemplated herebyby this Agreement or any cooperation provided by such Persons pursuant to this Section 7.2. (b) Parent shall use, use and cause its Affiliates to use, all reasonable best efforts endeavors to takearrange, consummate and obtain the Financing contemplated by the Commitment Letters on the respective terms set forth therein, including by using all reasonable endeavors to take or cause to be taken, all actions and to do, or use all reasonable endeavors to cause to be done, all things necessary necessary, proper or advisable to arrange the Debt Financing and to consummate the Debt Financing on the Closing Date. Such actions shall include using reasonable best efforts to: (i) maintain in effect the Debt Financing and the Commitment Letter (except as otherwise permitted Letters on terms not materially less favorable to the Parent and Merger Sub than are set forth in the definition Commitment Letters as of Financing Failure Event) until the transactions contemplated by date of this Agreement are consummated or this Agreement is terminated in accordance with its terms; Agreement, (ii) cause senior management enter into definitive financing agreements with respect to the Debt Financing, so that such agreements are in effect no later than the Closing Date on terms and conditions not materially less favorable to the Parent and Merger Sub than the respective terms and conditions contained in the Commitment Letters (including the fee letters related thereto) on the date of Parent to participate inthis Agreement;, and assist with, the preparation of rating agency presentations and meetings with rating agencies; (iii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub in such definitive financing agreements and consummate the Financing at the Closing. Prior to the Closing, Parent shall not agree to, or permit, any amendment or modification of, or waiver under, the Commitment Letters or other documentation relating to the Financing that (or, if deemed advisable by Parent, seek a waiver on a timely basis ofi) all Financing Conditions within its control; (iv) negotiate, execute and deliver would reduce the aggregate amount of the Debt Financing Documents or Equity Financing, including by changing the amount of fees to be paid or original issue discount (other than any market flex provisions) from that reflect the terms contained contemplated in the Debt Commitment Letter (including any “market flex” provisions related thereto) to less than the amounts provided for in the Debt Commitment Letter as of the date of this Agreement, unless such amount is replaced with an amount of new equity financing or debt financing on such other terms conditions no less favorable to Parent Parent, taken as a whole, than those the terms set forth in the Debt Commitment Letter; and (v) in the event that the conditions set forth in Section 6.1 and Section 6.2 and the Financing Conditions have been satisfied or, upon funding would be satisfied, enforce Parent’s rights under the Debt Commitment Letter in the event of a Financing Failure Event that prevents, impedes or delays the Closing. Parent shall use reasonable best efforts to give the Company prompt notice of any material breach or repudiation by any Financing Sources to the Debt Commitment Letter of which Parent obtains knowledge. (b) Without limiting Parent’s other obligations under Section 5.17(a), if a Financing Failure Event occurs, Parent shall (i) promptly notify the Company of such Financing Failure Event and the reasons therefor, (ii) use reasonable best efforts to obtain alternative financing from alternative financing sources, in an amount sufficient, together with any other sources of funds available to Parent or Merger Sub (including cash and cash equivalents held by Parent and the Company and the proceeds of available lines of credit under existing revolving credit facilities or Parent), to consummate the transactions contemplated by this Agreement, as promptly as reasonably practicable following the occurrence of such Financing Failure Event (provided, however, that Parent shall not be required to obtain alternative financing which includes terms and conditions materially less favorable (taking into account any “market flex” provision), in the aggregate, to Parent, in each case relative to those in the Debt Financing being replaced) and (iii) obtain, and when obtained, provide the Company with a true and complete copy of, a new financing commitment that provides for such alternative financing subject only to the Financing Conditions. Neither Parent nor any of its Affiliates shall amend, modify, supplement, restate, assign, substitute or replace any of the Debt Commitment Letter or any definitive document relating to the Debt Financing; provided, however, that, notwithstanding the foregoing, Parent and its Affiliates shall be permitted to amend, modify, supplement, restate, assign, substitute, replace or terminate any of the Debt Commitment Letter or any definitive document relating to the Debt Financing if the effect of such amendment, modification, supplement, restatement, assignment, substitution, replacement or termination would not impose new or additional conditions material conditions, or otherwise expand, amend or modify any of the conditions to the receipt of the Debt Financing Conditions or other terms to fund the transactions contemplated by this Agreement in a manner that materially adverse to the Sellers or the Company, (iii) would materially delay or prevent the Closing, (iv) would adversely impact the ability of the Parent or any of its Affiliates (if applicable) to enforce its rights against the other parties to the Commitment Letters, or (v) would reasonably be expected to materially delay, impair or prevent the consummation of adversely affect Parent’s ability to consummate the transactions contemplated hereby, in each case without the prior written consent of the Seller Representative (which consent shall not be unreasonably withheld, conditioned or delayed). The Parent and its Affiliates shall not allow for any amendment to the Equity Commitment Letters without the prior written consent of the Company which may be withheld in its sole and absolute discretion. (c) The Parent shall give the Seller Representative and the Company prompt written notice upon (A) becoming aware of any breach or default by this Agreement; providedany party to the Commitment Letters or any definitive agreements relating to the Financing or (B) receipt by it or any of its Affiliates of any written notice or other written communication from any Person with respect to (i) any failure to comply with the terms of the Commitment Letters or any definitive agreements relating to the Financing by any party thereto, further(ii) any actual or threatened termination or repudiation (whether in whole or in part) of any of the Commitment Letters or any definitive agreements relating to the Financing by any party thereto or (iii) any material dispute or disagreement between or among any of the parties to any of the Commitment Letters or any definitive agreements relating to the Financing solely to the extent such disagreement or dispute relates to the obligation of the parties thereto to fund their commitments thereunder or the availability of the Financing. Upon request by the Company, that Parent shall inform the Parent may amend Seller Representative and the Company on a current basis and in reasonable detail of the status of the Parent’s efforts to arrange the Financing and to satisfy the conditions thereof and of material developments concerning the timing of the closing of the Financing contemplated by the Commitment Letters. If any of the Debt Financing or the Debt Commitment Letter (or any definitive financing agreement relating thereto) expire, are terminated or otherwise become unavailable prior to add lendersthe Closing, lead arrangersin whole or in part, bookrunnersfor any reason, syndication agents Parent shall, and shall cause its Affiliates to use all reasonable endeavors to promptly to arrange for alternative financing to replace the debt financing contemplated by such expired or similar entities who had terminated commitments or arrangements in an amount at least equal to the Debt Financing or such unavailable portion thereof, on terms and conditions (after taking into account any “flex” provisions applicable to such alternative financing (as defined below)) not executed less favorable to Parent, taken as a whole, than the Debt Financing contemplated by the Debt Commitment Letter (after taking into account any “flex” provisions contemplated by the fee letter associated with the Debt Commitment Letter), in any event, without adding new or additional conditions or contingencies, or amending, modifying or expanding existing conditions, to receipt of the Debt Financing in a manner more onerous than those set forth in Debt Commitment Letter (including the fee letters related thereto) as of the date of this Agreement so long as such parties are creditworthy. Agreement, and without inclusion of any other terms that would (A) prevent, impede or materially delay the ability of the Parent shall keep and Merger Sub to consummate the Company reasonably informed as Closing, (B) make any portion of the Debt Financing (or satisfaction of the conditions to the status of Parent’s efforts to arrange obtaining the Debt Financing) less likely to be obtained or prevent, impede or materially delay the funding of the Debt Financing or (C) adversely impact the ability of the Parent or any of its Affiliates (if applicable) to enforce its rights against the parties to the Debt Commitment Letter. For the avoidance of doubt, the failure to arrange for any such alternative Debt Financing does not relieve the Parent of any of its obligations under this Agreement. For the purposes of this Agreement, the term “Debt Commitment Letter” shall be deemed to include any commitment letter (or similar agreement) with respect to any alternative financing arranged in compliance herewith (and any Debt Commitment Letter remaining in effect at the time in question). (cd) Prior to the Closing, the Company willshall provide and the Company shall, and will shall use all reasonable endeavors to cause its Representatives toSubsidiaries and each of its and their respective representatives to provide, use reasonable best efforts to provide to Parent all at Parent’s sole cost and expense, such cooperation and take all corporate action required, as reasonably requested by Parent in connection with the arrangement, marketing and consummation of the Debt Financing (provided, however, provided that such requested cooperation does not unreasonably interfere in any material respect with the ongoing business or operations of the Company or the Company’s Subsidiaries), including using reasonable best efforts tothe following: (i) deliver to Parent such historical financial information regarding upon reasonable advance notice and during normal business hours of the Company, causing the appropriate senior officers of the Company as may be reasonably requested by Parent and that is customarily required for the Debt Financing, including (A) the financial statements referred to in Exhibit C to the Debt Commitment Letter, which financial statements need not be delivered prior to such financial statements being filed with the SEC on XXXXX (provided that such financial statements are filed with the SEC on a timely basis) and such filing shall constitute delivery and (B) any other pertinent information as may be reasonably requested by Parent to enable Parent to prepare, and to reasonably cooperate with Parent and the Financing Sources in the preparation of, customary pro forma financial statements of Parent that meet the requirements of Regulation S-X under the Securities Act and all other accounting rules and regulation of the SEC promulgated thereunder, provided that (x) the Company’s obligation to provide information for such pro forma financial statements shall be limited to information about the Company and its Subsidiaries and (y) Parent and Merger Sub shall be solely responsible for the preparation of pro forma financial statements, including any adjustments incorporated into any such pro forma financial statements; (ii) to the extent customarily required for the Debt Financing, make appropriate officers available to participate in a reasonable number of meetings, presentations, road shows, due diligence sessionssessions (or other sessions with prospective lenders, investors and rating agencies), drafting sessions and sessions with rating agencies; (ii) assisting with the preparation of appropriate and customary materials for rating agency presentations, bank information memoranda and similar documents reasonably required in connection with the Debt Financing Sources (including, to the extent necessary, customary authorization letters and prospective Financing Sources, in each case, upon reasonable notice and at mutually agreeable dates and timesan additional bank information memorandum that does not include material nonpublic information); (iii) provide reasonable assistance (including using reasonable best efforts to obtain such materials or documents from the Company Representatives) in assisting with the preparation of customary offering documents, including customary bank information memoranda, authorization letters, lender presentations, rating agency materials, registration statements, prospectuses, offering memoranda, any pledge and private placement memoranda security documents or other definitive financing documents as may be reasonably requested by Parent; provided that no obligation of the Company or its Subsidiaries under any such document or agreement shall be effective until the Closing; (iv) facilitating the pledging of collateral reasonably requested by Parent (including information required by Regulation S-X or Regulation S-K under the Securities Act (whichdelivery of original share certificates, for the avoidance of doubttogether with share powers executed in blank, shall not include financial statements or information required by Rules 3-05, 3-09, 3-10 or 3-16 of Regulation S-X or information required by Item 402 of Regulation S-K or any information that the Company is not required to prepare and file with the SEC, but would include such other information and data as are otherwise reasonably necessary in order to receive customary “comfort” letters with respect to the Company and its Company’s Subsidiaries); provided that no pledge shall be effective until the Closing, (v) reasonably facilitating the taking of all corporate actions by the Company and its Subsidiaries with respect to entering such definitive financing documents and otherwise necessary to permit consummation of the Debt Financing, (vi) cooperating reasonably with due diligence requests, to the extent customary and reasonable, in connection with the Financing; (vii) executing a true and correct certificate of the chief financial statements and data referred officer of the Company with respect to solvency matters in clause the form of Annex I of Exhibit C of the Debt Commitment Letter (i) above)or substantially similar provisions in any alternative financing); (ivviii) if providing Parent at least 3 Business Days prior to the Closing Date all customary documentation and other information with respect to the Company and its Subsidiaries, as is reasonably requested in writing by Parent at least ten (10) Business Days prior to the anticipated Closing, furnish at least four (4) 10 Business Days prior to the Closing Date to Parent all customary and reasonable information regarding the Company that is required by regulatory authorities in connection with the Debt Financing under applicable “know your know-your-customer” and anti-money laundering rules and regulations, including the Patriot ActUSA PATRIOT Act and any certification required under beneficial ownership regulations; (vix) assist assisting Parent in obtaining corporateprocuring public corporate ratings and corporate family ratings in respect of the Company and public ratings of the facilities contemplated by the Debt Financing, corporate family, credit, facility (x) assisting with the payoff of existing indebtedness of the Company that will be repaid at or prior to Closing and securities ratings from rating agencies; (vi) provide the release of related liens on or prior to the Closing Date (including using all reasonable best efforts endeavors to obtain such documents from customary payoff letters, lien terminations and other instruments of discharge, in each case in a form reasonably acceptable to Parent); and (ix) furnishing on a confidential basis to Parent and its financing sources, as promptly as reasonably practicable, the financial information related to the Company Representativesand the Company’s Subsidiaries necessary to satisfy the conditions set forth in paragraph 5 of Exhibit C to the Debt Commitment Letter and such financial information reasonably requested by Parent for use in connection with the Debt Commitment Letter; provided that, notwithstanding anything in this Agreement to the contrary, until the Closing occurs, none of the Seller Representative, the Company, the Company’s Subsidiaries or their respective directors, officers, managers, members, employees, stockholders, representatives and Affiliates shall (A) customary certificatesbe required to pay any commitment or other similar fee, definitive documents(B) have any liability or obligation under the Debt Commitment Letters, pay-off letters, “10b-5” representation letters and any loan agreement or any related document or any other customary documentation and items relating agreement or document related to the Debt Financing as (other than with respect to customary authorization letters contemplated above) or (C) be required to take any action that will (1) conflict with or violate their respective Organizational Documents or any applicable Laws, orders or the contracts governing their respective existing Indebtedness for borrowed money or result in the contravention of, or that could reasonably requested by Parent andbe expected to result in a violation or breach of, if requested by Parentor default under, any material contract to cooperate with and assist Parent in obtaining such documentation and items; providedwhich the Company or any of its Subsidiaries is a party, however, that no obligation (2) unreasonably disrupt the ordinary conduct of the business or operations of the Company under or its Subsidiaries, (3) be required to incur any other liability in connection with the Debt Financing contemplated by the Debt Commitment Letter or (4) be required to (I) pass resolutions or consents, approve or authorize the execution of, or execute any document, agreement, certificate, document certificate or instrument (other than any “10b-5” representation lettercustomary authorization letters referred to above) shall or take any other corporate action with respect to the Debt Financing that is not contingent on the Closing or that would be effective until prior to the Closing; Effective Time or (viiII) use reasonable best efforts to provide or cause the independent accountants of the Company its legal counsel to provide assistance and cooperation any legal opinions that are not required in connection with the Debt Financingtransactions contemplated by this Section 7.2. Parent shall indemnify and hold harmless each Seller, including (1) participating in a reasonable number of drafting sessions and accounting due diligence sessionsthe Seller Representative, (2) providing customary consents to use their audit reports relating the Company and (3) providing customary “comfort” (including “negative assurance” comfort) letters; its Subsidiaries, and (viii) reasonably cooperate each of their respective directors, officers, managers, members, employees, stockholders, representatives, advisors and Affiliates, from and against any and all liabilities or losses suffered or incurred by them in connection with the marketing efforts for any portion arrangement, alteration or consummation or loss of the Debt Financing, including using its commercially reasonable efforts to ensure any other financing that any syndication effort benefits from any existing lending relationships. Notwithstanding the foregoing, nothing in this Agreement shall require the Company or any of its Representatives to (1) enter into any Contract, take any corporate action or otherwise agree to pay any fees, reimburse any expenses or otherwise incur any actual or potential liability (other than immaterial out-of-pocket expenses that shall be subject to reimbursement by Parent as set forth below), (2) take any action that would reasonably be expected to conflict with or violate the Company Charter or the Company Bylaws or any Law or result in the breach of any Contract, (3) execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing or provide any legal opinion may raise in connection with the Debt Financing transactions contemplated hereby, any cooperation provided pursuant to this Section 7.2, and any information utilized in connection therewith, in each case, except to the extent suffered or incurred as a result of the bad faith, gross negligence, willful misconduct or material breach of this Agreement by the Sellers, the Seller Representative or any other debt offering of the Company or (4) provide any information subject to attorney-client privilegeits Subsidiaries or, attorney work product protection or other legal privilegein each case, their respective representatives. Additionally, Parent shall, promptly upon written request by the Seller Representative on behalf of the Sellers or the Company, reimburse such party at or promptly after the Company Closing Date for all reasonable and documented out-of-pocket costs costs, fees and expenses (including reasonable attorneys’ feesfees and expenses) to the extent such costs, fees and expenses are incurred by the Company (other than or its Company’s Subsidiaries, and each of their respective directors, officers, managers, members, employees, stockholders, representatives, advisors and Affiliates in connection with respect to any costs associated such party complying with preparing regular quarterly and annual financial statements) in performing their the obligations under this Section 5.17, and indemnify the Company and its directors, officers, employees and other Representatives for any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Debt Financing other than to the extent any of the foregoing arises from any gross negligence or willful misconduct of, or material breach of this Agreement by, the Company or any of its Representatives. None of the representations, warranties or covenants of the Company set forth in this Agreement shall be deemed to apply to, or deemed breached or violated by, any of the actions taken by the Company at the express request of Parent set forth in this Section 5.17. Parent acknowledges and agrees that (i) the obtaining of the Debt Financing is not a condition to Closing and (ii) a breach of this Section 5.17 shall not constitute a breach of the Company that may give Parent termination rights in respect of this Agreement, including without limitation, for purposes of Section 7.1(f)7.2.

Financing; Financing Cooperation. (a) Parent shall, to the extent the proceeds thereof are required to consummate the transactions contemplated hereby, use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange the Debt Financing and to consummate the Debt Financing on the Closing Date. Such actions shall include using reasonable best efforts to: (i) maintain in effect the Debt Commitment Letter (except as otherwise permitted in the definition of Financing Failure Event) until the transactions contemplated by this Agreement are consummated or this Agreement is terminated in accordance with its terms; (ii) cause senior management of Parent to participate in, and assist with, the preparation of rating agency presentations and meetings with rating agencies; (iii) satisfy on a timely basis (or, if deemed advisable by Parent, seek a waiver on a timely basis of) all Financing Conditions within its control; (iv) negotiate, execute and deliver Debt Financing Documents that reflect the terms contained in the Debt Commitment Letter (including any “market flex” provisions related thereto) or on such other terms no less favorable to Parent than those set forth in the Debt Commitment Letter; and (v) in the event that the conditions set forth in Section 6.1 and Section 6.2 and the Financing Conditions have been satisfied or, upon funding would be satisfied, enforce Parent’s rights under the Debt Commitment Letter in the event of a Financing Failure Event that prevents, impedes or delays the Closing. Parent shall use reasonable best efforts to give the Company prompt notice of any material breach or repudiation by any Financing Sources to the Debt Commitment Letter of which Parent obtains knowledge. (b) Without limiting Parent’s other obligations under Section 5.17(a), if a Financing Failure Event occurs, Parent shall (i) promptly notify the Company of such Financing Failure Event and the reasons therefor, (ii) use reasonable best efforts to obtain alternative financing from alternative financing sources, in an amount sufficient, together with any other sources of funds available to Parent or Merger Sub (including cash and cash equivalents held by Parent and the Company and the proceeds of available lines of credit under existing revolving credit facilities or Parent), to consummate the transactions contemplated by this Agreement, as promptly as reasonably practicable following the occurrence of such Financing Failure Event (provided, however, that Parent shall not be required to obtain alternative financing which includes terms and conditions materially less favorable (taking into account any “market flex” provision), in the aggregate, to Parent, in each case relative to those in the Debt Financing being replaced) and (iii) obtain, and when obtained, provide the Company with a true and complete copy of, a new financing commitment that provides for such alternative financing subject only to the Financing Conditions. Neither Parent nor any of its Affiliates shall amend, modify, supplement, restate, assign, substitute or replace any of the Debt Commitment Letter or any definitive document relating to the Debt Financing; provided, however, that, notwithstanding the foregoing, Parent and its Affiliates shall be permitted to amend, modify, supplement, restate, assign, substitute, replace or terminate any of the Debt Commitment Letter or any definitive document relating to the Debt Financing if the effect of such amendment, modification, supplement, restatement, assignment, substitution, replacement or termination would not impose new or additional conditions or otherwise expand, amend or modify any of the Financing Conditions or other terms in a manner that would reasonably be expected to materially delay, impair or prevent the consummation of the transactions contemplated by this Agreement; provided, further, that the Parent may amend the Debt Commitment Letter to 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 so long as such parties are creditworthy. Parent shall keep the Company reasonably informed as to the status of Parent’s efforts to arrange the Debt Financing. (c) Prior to the Closing, the Company will, and will cause its Representatives to, use reasonable best efforts to provide to Parent all cooperation and take all corporate action required, as reasonably requested by Parent in connection with the arrangement, marketing and consummation of the Debt Financing (provided, however, that such requested cooperation does not unreasonably interfere in any material respect with the ongoing operations of the Company), including using reasonable best efforts to: (i) deliver to Parent such historical financial information regarding the Company as may be reasonably requested by Parent and that is customarily required for the Debt Financing, including (A) the financial statements referred to in Exhibit C to the Debt Commitment Letter, which financial statements need not be delivered prior to such financial statements being filed with the SEC on XXXXX (provided that such financial statements are filed with the SEC on a timely basis) and such filing shall constitute delivery and (B) any other pertinent information as may be reasonably 68 requested by Parent to enable Parent to prepare, and to reasonably cooperate with Parent and the Financing Sources in the preparation of, customary pro forma financial statements of Parent that meet the requirements of Regulation S-X under the Securities Act and all other accounting rules and regulation of the SEC promulgated thereunder, provided that (x) the Company’s obligation to provide information for such pro forma financial statements shall be limited to information about the Company and its Subsidiaries and (y) Parent and Merger Sub shall be solely responsible for the preparation of pro forma financial statements, including any adjustments incorporated into any such pro forma financial statements; (ii) to the extent customarily required for the Debt Financing, make appropriate officers available to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, Financing Sources and prospective Financing Sources, in each case, upon reasonable notice and at mutually agreeable dates and times; (iii) provide reasonable assistance (including using reasonable best efforts to obtain such materials or documents from the Company Representatives) in the preparation of customary offering documents, including customary bank information memoranda, authorization letters, lender presentations, rating agency materials, registration statements, prospectuses, offering memoranda, and private placement memoranda (including information required by Regulation S-X or Regulation S-K under the Securities Act (which, for the avoidance of doubt, shall not include financial statements or information required by Rules 3-05, 3-09, 3-10 or 3-16 of Regulation S-X or information required by Item 402 of Regulation S-K or any information that the Company is not required to prepare and file with the SEC, but would include such other information and data as are otherwise reasonably necessary in order to receive customary “comfort” letters with respect to the financial statements and data referred to in clause (i) above)); (iv) if reasonably requested in writing by Parent at least ten (10) Business Days prior to the anticipated Closing, furnish at least four (4) Business Days prior to the Closing Date to Parent all customary and reasonable information regarding the Company that is required by regulatory authorities in connection with the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; (v) assist Parent in obtaining corporate, corporate family, credit, facility and securities ratings from rating agencies; (vi) provide (including using reasonable best efforts to obtain such documents from the Company Representatives) customary certificates, definitive documents, pay-off letters, “10b-5” representation letters and other customary documentation and items relating to the Debt Financing as reasonably requested by Parent and, if requested by Parent, to cooperate with and assist Parent in obtaining such documentation and items; provided, however, that no obligation of the Company under any agreement, certificate, document or instrument (other than any “10b-5” representation letter) shall be effective until the Closing; (vii) use reasonable best efforts to cause the independent accountants of the Company to provide assistance and cooperation in connection with the Debt Financing, including (1) participating in a reasonable number of drafting sessions and accounting due diligence sessions, (2) providing customary consents to use their audit reports relating the Company and (3) providing customary “comfort” (including “negative assurance” comfort) letters; and (viii) reasonably cooperate with the marketing efforts for any portion of the Debt Financing, including using its commercially reasonable efforts to ensure that any syndication effort benefits from any existing lending relationships. Notwithstanding the foregoing, nothing in this Agreement shall require the Company or any of its Representatives to (1) enter into any Contract, take any corporate action or otherwise agree to pay any fees, reimburse any expenses or otherwise incur any actual or potential liability (other than immaterial out-of-pocket expenses that shall be subject to reimbursement by Parent as set forth below), (2) take any action that would reasonably be expected to conflict with or violate the Company Charter or the Company Bylaws or any Law or result in the breach of any Contract, (3) execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing or provide any legal opinion in connection with the Debt Financing or any other debt offering or (4) provide any information subject to attorney-client privilege, attorney work product protection or other legal privilege. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company (other than with respect to any costs associated with preparing regular quarterly and annual financial statements) in performing their obligations under this Section 5.17, and indemnify the Company and its directors, officers, employees and other Representatives for any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Debt Financing other than to the extent any of the foregoing arises from any gross negligence or willful misconduct of, or material breach of this Agreement by, the Company or any of its Representatives. None of the representations, warranties or covenants of the Company set forth in this Agreement shall be deemed to apply to, or deemed breached or violated by, any of the actions taken by the Company at the express request of Parent set forth in this Section 5.17. Parent acknowledges and agrees that (i) the obtaining of the Debt Financing is not a condition to Closing and (ii) a breach of this Section 5.17 shall not constitute a breach of the Company that may give Parent termination rights in respect of this Agreement, including without limitation, for purposes of Section 7.1(f).providing

Financing; Financing Cooperation. (a) Parent shall, Subject to the extent terms and conditions of this Agreement, Parent will not permit any amendment or modification to, or any termination, rescission or withdrawal of, or any material waiver of any provision or remedy under, the proceeds thereof are Debt Commitment Letter or the definitive agreements with respect thereto (such definitive agreements related to the Financing, collectively, with the Debt Commitment Letter, the Definitive Agreement) or the fee letter referred to in the Debt Commitment Letter, if such amendment, modification or waiver (individually or in the aggregate with any other amendments, modifications or waivers) would reasonably be expected to (i) reduce the aggregate amount of the Financing under any Definitive Agreement below the amount required to consummate the transactions contemplated herebyTransactions (including by changing the amount of fees to be paid or original issue discount thereof), or (ii) impose any new or additional condition, or otherwise amend, modify or expand any condition, to the receipt of any portion of the Financing in a manner that would reasonably be expected to (A) delay or prevent the Closing, (B) make the funding of any portion of the Financing (or satisfaction of any condition to obtaining any portion of the Financing) less likely to occur, (C) adversely impact the ability of Parent to enforce its rights against any other party to any Definitive Agreement or (D) adversely impact the ability of Parent to consummate the Transactions or the likelihood of the consummation of the Transactions. In addition to the foregoing, Parent shall not release or consent to the termination of the Debt Commitment Letter except for (x) assignments and replacements of an individual lender under the terms of the syndication of the Financing under the Debt Commitment Letter, or (y) replacements of the Debt Commitment Letter with alternative financing commitments pursuant to Section 6.3(b). (b) Parent shall use (or cause its Subsidiaries to use) its reasonable best efforts to take, or cause to be taken, take all actions and do, or cause to be done, as promptly as possible, all things necessary necessary, proper or advisable to arrange the Debt Financing and to consummate obtain the financing contemplated thereby on the terms and conditions set forth in the Debt Financing on Commitment Letter (including, to the Closing Date. Such actions shall include extent required, the exercise of any flex provisions), including using its reasonable best efforts to: to (i) maintain in effect the Debt Commitment Letter (except as otherwise permitted in the definition of Financing Failure Event) until the transactions contemplated by this Agreement are consummated or this Agreement is terminated in accordance with its terms; (ii) cause senior management of Parent to participate in, and assist with, the preparation of rating agency presentations and meetings with rating agencies; (iii) satisfy on a timely basis (or, if deemed advisable by Parent, seek a waiver on a timely basis of) all Financing Conditions within its control; (iv) negotiate, execute and deliver Debt Financing Documents that reflect the terms contained in the Debt Commitment Letter (including any “market flex” provisions related thereto) or on such other terms no less favorable to Parent than those set forth in the Debt Commitment Letter; and (v) in the event that the conditions set forth in Section 6.1 and Section 6.2 and the Financing Conditions have been satisfied or, upon funding would be satisfied, enforce Parent’s rights under the Debt Commitment Letter in the event of a Financing Failure Event that prevents, impedes or delays the Closing. Parent shall use reasonable best efforts to give the Company prompt notice of any material breach or repudiation by any Financing Sources to the Debt Commitment Letter of which Parent obtains knowledge. (b) Without limiting Parent’s other obligations under Section 5.17(a), if a Financing Failure Event occurs, Parent shall (i) promptly notify the Company of such Financing Failure Event and the reasons therefor, (ii) use reasonable best efforts to obtain alternative financing from alternative financing sources, in an amount sufficient, together with any other sources of funds available to Parent or Merger Sub (including cash and cash equivalents held by Parent and the Company and the proceeds of available lines of credit under existing revolving credit facilities or Parent), to consummate the transactions contemplated by this Agreement, as promptly as reasonably practicable following the occurrence of such Financing Failure Event (provided, however, that Parent shall not be required to obtain alternative financing which includes terms and conditions materially less favorable (taking into account any “market flex” provision), in the aggregate, to Parent, in each case relative to those in the Debt Financing being replaced) and (iii) obtain, and when obtained, provide the Company with a true and complete copy of, a new financing commitment that provides for such alternative financing subject only to the Financing Conditions. Neither Parent nor any of its Affiliates shall amend, modify, supplement, restate, assign, substitute or replace any of the Debt Commitment Letter or any definitive document relating to the Debt Financing; provided, however, that, notwithstanding the foregoing, Parent and its Affiliates shall be permitted to amend, modify, supplement, restate, assign, substitute, replace or terminate any of the Debt Commitment Letter or any definitive document relating to the Debt Financing if the effect of such amendment, modification, supplement, restatement, assignment, substitution, replacement or termination would not impose new or additional conditions or otherwise expand, amend or modify any of the Financing Conditions or other terms in a manner that would reasonably be expected to materially delay, impair or prevent the consummation of the transactions contemplated by this Agreement; provided, further, that the Parent may amend the Debt Commitment Letter to 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 so long as such parties are creditworthy. Parent shall keep the Company reasonably informed as to the status of Parent’s efforts to arrange the Debt Financing. (c) Prior to the Closing, the Company will, and will cause its Representatives to, use reasonable best efforts to provide to Parent all cooperation and take all corporate action required, as reasonably requested by Parent in connection with the arrangement, marketing and consummation of the Debt Financing (provided, however, that such requested cooperation does not unreasonably interfere in any material respect with the ongoing operations of the Company), including using reasonable best efforts to: (i) deliver to Parent such historical financial information regarding the Company as may be reasonably requested by Parent and that is customarily required for the Debt Financing, including (A) the financial statements referred to in Exhibit C to the Debt Commitment Letter, which financial statements need not be delivered prior to such financial statements being filed with the SEC on XXXXX (provided that such financial statements are filed with the SEC on a timely basis) and such filing shall constitute delivery and (B) any other pertinent information as may be reasonably requested by Parent to enable Parent to prepare, and to reasonably cooperate with Parent and the Financing Sources in the preparation of, customary pro forma financial statements of Parent that meet the requirements of Regulation S-X under the Securities Act and all other accounting rules and regulation of the SEC promulgated thereunder, provided that (x) the Company’s obligation to provide information for such pro forma financial statements shall be limited to information about the Company and its Subsidiaries and (y) Parent and Merger Sub shall be solely responsible for the preparation of pro forma financial statements, including any adjustments incorporated into any such pro forma financial statements; (ii) to the extent customarily required for the Debt Financing, make appropriate officers available to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, Financing Sources and prospective Financing Sources, in each case, upon reasonable notice and at mutually agreeable dates and times; (iii) provide reasonable assistance (including using reasonable best efforts to obtain such materials or documents from the Company Representatives) in the preparation of customary offering documents, including customary bank information memoranda, authorization letters, lender presentations, rating agency materials, registration statements, prospectuses, offering memoranda, and private placement memoranda (including information required by Regulation S-X or Regulation S-K under the Securities Act (which, for the avoidance of doubt, shall not include financial statements or information required by Rules 3-05, 3-09, 3-10 or 3-16 of Regulation S-X or information required by Item 402 of Regulation S-K or any information that the Company is not required to prepare and file with the SEC, but would include such other information and data as are otherwise reasonably necessary in order to receive customary “comfort” letters with respect to the financial statements and data referred to in clause (i) above)); (iv) if reasonably requested in writing by Parent at least ten (10) Business Days prior to the anticipated Closing, furnish at least four (4) Business Days prior to the Closing Date to Parent all customary and reasonable information regarding the Company that is required by regulatory authorities in connection with the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; (v) assist Parent in obtaining corporate, corporate family, credit, facility and securities ratings from rating agencies; (vi) provide (including using reasonable best efforts to obtain such documents from the Company Representatives) customary certificates, definitive documents, pay-off letters, “10b-5” representation letters and other customary documentation and items relating to the Debt Financing as reasonably requested by Parent and, if requested by Parent, to cooperate with and assist Parent in obtaining such documentation and items; provided, however, that no obligation of the Company under any agreement, certificate, document or instrument (other than any “10b-5” representation letter) shall be effective until the Closing; (vii) use reasonable best efforts to cause the independent accountants of the Company to provide assistance and cooperation in connection with the Debt Financing, including (1) participating in a reasonable number of drafting sessions and accounting due diligence sessions, (2) providing customary consents to use their audit reports relating the Company and (3) providing customary “comfort” (including “negative assurance” comfort) letters; and (viii) reasonably cooperate with the marketing efforts for any portion of the Debt Financing, including using its commercially reasonable efforts to ensure that any syndication effort benefits from any existing lending relationships. Notwithstanding the foregoing, nothing in this Agreement shall require the Company or any of its Representatives to (1) enter into any Contract, take any corporate action or otherwise agree to pay any fees, reimburse any expenses or otherwise incur any actual or potential liability (other than immaterial out-of-pocket expenses that shall be subject to reimbursement by Parent as set forth below), (2) take any action that would reasonably be expected to conflict with or violate the Company Charter or the Company Bylaws or any Law or result in the breach of any Contract, (3) execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing or provide any legal opinion in connection with the Debt Financing or any other debt offering or (4) provide any information subject to attorney-client privilege, attorney work product protection or other legal privilege. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company (other than with respect to any costs associated with preparing regular quarterly and annual financial statements) in performing their obligations under this Section 5.17, and indemnify the Company and its directors, officers, employees and other Representatives for any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Debt Financing other than to the extent any of the foregoing arises from any gross negligence or willful misconduct of, or material breach of this Agreement by, the Company or any of its Representatives. None of the representations, warranties or covenants of the Company set forth in this Agreement shall be deemed to apply to, or deemed breached or violated by, any of the actions taken by the Company at the express request of Parent set forth in this Section 5.17. Parent acknowledges and agrees that (i) the obtaining of the Debt Financing is not a condition to Closing and (ii) a breach of this Section 5.17 shall not constitute a breach of the Company that may give Parent termination rights in respect of this Agreement, including without limitation, for purposes of Section 7.1(f).the