Common use of Financing Matters Clause in Contracts

Financing Matters. (a) The Company and its Subsidiaries shall deliver to Parent at least one (1) Business Days prior to the Closing Date a duly executed payoff letter in a customary form satisfactory to Parent, setting forth the total amounts payable pursuant to the Company Credit Facility to fully satisfy all principal, interest, fees, costs, and expenses owed to each holder of Indebtedness under the Company Credit Facility as of the anticipated Closing Date, together with appropriate wire instructions, and the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facility. (b) From the date of this Agreement until the Initial Company Merger Effective Time, each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate with one another as reasonably requested by the other Party, in connection with obtaining or refinancing any debt financing of Parent, the Company or their Affiliates, including by (i) furnishing financial and other pertinent information of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company and its Subsidiaries, as applicable, (ii) cooperating with the creation and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and (iii) providing pertinent information of Parent, the Company and their Subsidiaries that is required in connection with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; provided, that the foregoing cooperation obligations shall be limited to such actions upon which the occurrence of the Closing is contingent.

Financing Matters. (a) The Company MLP shall, at the request of Parent, (i) call for prepayment or redemption, or prepay or redeem, (ii) attempt to renegotiate the terms of, (iii) commence an offer to purchase and/or consent solicitation or (iv) satisfy and its Subsidiaries discharge or defease any then-existing indebtedness for borrowed money of MLP; provided, however, that MLP shall deliver not be obligated to Parent at least one make or cause to become effective any such action (1nor shall MLP be required to incur any cost or liability in respect thereof) Business Days prior to the Closing Date a duly executed payoff letter Effective Time. Parent shall prepare all necessary and appropriate documentation in a customary form satisfactory to Parent, setting forth the total amounts payable pursuant to the Company Credit Facility to fully satisfy all principal, interest, fees, costsconnection with any action described above, and expenses owed provide MLP with a reasonable opportunity to each holder of Indebtedness under the Company Credit Facility as of the anticipated Closing Date, together with appropriate wire instructions, comment on such documents. Parent and the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facility. (b) From the date of this Agreement until the Initial Company Merger Effective Time, each of the Company and Parent MLP shall, and shall cause their respective Subsidiaries and Representatives to, reasonably cooperate with one another as reasonably each other in the preparation of such documents. (b) To the extent requested by the other Party, in connection with obtaining or refinancing any debt financing of Parent, MLP shall cooperate with Parent with respect to, and use its reasonable best efforts to facilitate, possible alternative or supplemental structures for the Company acquisition of MLP and its Subsidiaries (including with respect to any financing with respect thereto); provided that such structures do not impede or their Affiliates, including by (i) furnishing financial and other pertinent information delay the Closing of Parentthe transactions contemplated hereby or change the Merger Consideration, the Company Series A Unit Consideration or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company adversely affect MLP and its Subsidiaries, taken as applicablea whole, should the Merger not occur. (c) MLP hereby consents to Parent’s use of and reliance on any audited or unaudited financial statements relating to MLP and its consolidated Subsidiaries, any MLP Joint Ventures or entities or businesses acquired by MLP reasonably requested by Parent to be used in any financing or other activities of Parent, including any filings that Parent desires to make with the SEC. In addition, MLP will use commercially reasonable efforts, at Parent’s sole cost and expense, to obtain the consents of any auditor to the inclusion of the financial statements referenced above in appropriate filings with the SEC. Prior to the Closing, MLP will provide such assistance (and will cause its Subsidiaries and its and their respective personnel and advisors to provide such assistance), as Parent may reasonably request in order to assist Parent in connection with financing activities, including any public offerings to be registered under the Securities Act or private offerings. Such assistance shall include, but not be limited to, the following: (i) providing such information, and making available such personnel as Parent may reasonably request; (ii) cooperating with the creation participation in, and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and assistance with, any marketing activities related to such financing; (iii) providing pertinent information participation by senior management of Parentthe MLP in, and their assistance with, the Company preparation of rating agency presentations and their Subsidiaries that is required in connection meetings with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsrating agencies; provided, that the foregoing cooperation obligations shall be limited to (iv) taking such actions upon which as are reasonably requested by Parent or its financing sources to facilitate the occurrence satisfaction of all conditions precedent to obtaining such financing; and (v) taking such actions as may be required to permit any cash and marketable securities of the Closing is contingentMLP or Parent to be made available to finance the transactions contemplated hereby at the Effective Time.

Financing Matters. (a) The Company and its Subsidiaries shall deliver to Parent at least one (1) Business Days Day prior to the Closing Date a duly executed payoff letter in a customary form reasonably satisfactory to Parent, setting forth the total amounts payable pursuant to the Company Credit Facility to fully satisfy all principal, interest, fees, costs, and expenses owed to each holder of Indebtedness under the Company Credit Facility as of the anticipated Closing DateDate (and the daily accrual thereafter), together with appropriate wire instructions, and the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and ParentParent and the Company), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries that are borrowers or guarantors thereof (and or the assets and or equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under in respect to letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further actionterminated, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facility. (b) From Prior to the date of this Agreement until the Initial Company Merger Effective TimeClosing, each of the Company and Parent shall, and shall cause their respective its Subsidiaries to, cooperate provide and shall use reasonable best efforts to cause its and their respective Representatives and other Related Parties to use reasonable best efforts to provide, such timely assistance with one another as reasonably requested by Parent’s efforts to arrange and obtain financing, including the other PartyFinancing (and the offering, arrangement, syndication, marketing, and consummation thereof), in connection with obtaining or refinancing any debt financing of the Transactions as is reasonably requested by Parent. Such assistance shall include, the Company or their Affiliates, including by but not be limited to: (i) furnishing financial the Company using its reasonable best efforts to participate in, provide information with respect to and other pertinent information assist Parent with, the preparation of the Marketing Material and rating agency presentations, which Marketing Material and presentations, for the avoidance of doubt and in spite of any such required participation and assistance from the Company, shall be the responsibility of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company and its Subsidiaries, as applicable, ; (ii) cooperating with the creation and perfection of pledge and security instruments effective as participation by senior management of the Initial Company Merger Effective Time in a reasonable number of rating agency presentations, meetings with and conference calls with Financing Sources and prospective Financing Sources (including one-on-one conference or virtual calls with Financing Sources and potential Financing Sources, including prospective investors in any Financing involving the issuance of securities), road shows, due diligence sessions, drafting sessions, or other customary syndication activities, in each case upon reasonable prior notice and at times and locations to be mutually agreed in good faith, provided that no such rating agency presentations, meetings, conference calls, road shows, due diligence sessions, and drafting sessions or other activities shall be required to be physically in person; (iii) delivering the Financing Information to Parent and the Financing Sources (and such other financial and operational information reasonably requested by Parent or the Financing Sources) as promptly as reasonably practicable once available, and such further information as may be reasonably necessary for the Financing Information to remain Compliant; (iv) providing such other customary documents and financial and pertinent information of Parent, the regarding Company and their the Subsidiaries that is required of Company as may be reasonably requested by Parent and reasonably necessary for Parent or its Representatives to prepare all pro forma financial statements reasonably necessary in connection with the applicable Financing (it being understood that the Company or any of the Subsidiaries of the Company, or any of their respective officers, directors, employees, accountants, legal counsel, or other Representatives and Related Parties shall not be responsible for, and Parent shall be solely responsible for, preparation of pro forma financial statements); provided that neither the Company nor any of its Subsidiaries or Representatives shall be required to provide any information or assistance relating to (A) the proposed debt financing and equity capitalization that is required for such pro forma financial information or assumed interest rates and fees and expenses relating to such debt and equity capitalization, (B) any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to be incorporated into any information used in connection with the Financing or (C) any information related to Parent or any of its Subsidiaries or any adjustments that are not directly related to the acquisition of the Company, (v) delivering customary authorization letters authorizing the distribution of Marketing Material to prospective investors; (vi) furnishing Parent and the Financing Sources promptly, and, in any event, at least seven Business Days prior to the Closing Date, with all documentation and other information in respect of the Company that any Lender has reasonably requested in writing at least nine Business Days prior to the Closing Date that is required by U.S. regulatory authorities Governmental Entity under applicable “beneficial ownership,” “know your customer” and sanctions or anti-money laundering rules and regulations, including the USA PATRIOT Act; (vii) providing reasonable and customary assistance to Parent in connection with the issuance of securities, incurrence of debt and preparation by Parent of the Debt Financing Documents and any cash management agreements or hedging agreements in connection therewith, including preparation of schedules thereto, borrowing of loans and/or granting of a security interest (and perfection thereof) in the assets of the Company and its Subsidiaries, in each case by providing such pertinent information as may be reasonably requested by Parent and to the extent reasonably available to the Company; (viii) use reasonable best efforts to obtain the consent of and assistance from any of its auditors or other advisors to the use of any financial or other expert information required to be used in the Marketing Material or rating agency presentations, including participation in due diligence sessions to the extent reasonably requested by Parent and at reasonable times and upon reasonable notice, obtaining customary independent accountants’ comfort letters (including customary “negative assurance” statements) and consents from the auditor(s) of the audited financial statements provided as part of the Financing Information, including issuing any customary representation letters in connection therewith to such auditor(s) in connection with any financial statements included in any Marketing Material in respect of the Financing, (ix) taking all corporate, limited liability company, partnership or other similar actions reasonably requested by Parent or any Financing Sources to permit the consummation of the Financing, (x) making introductions of Parent to the Company’s existing lenders and facilitating relevant coordination between Parent and such lenders; (xi) assisting Parent and the Financing Sources in obtaining or updating corporate, facility and issue credit ratings of Parent (which shall be the sole responsibility of Parent); (xii) cooperating with the due diligence of Financing Sources and their Representatives in connection with the Financing, to the extent customary and reasonable, including the provision of all such information reasonably requested with respect to the property and assets of the Company and its Subsidiaries and by providing to internal and external counsel of Parent and the Financing Sources, as applicable, customary back-up certificates and factual information to support any legal opinion that such counsel may be required to deliver in connection with the Financing; provided, that, the Company and its Affiliates shall not be required to deliver or cause the delivery of any legal opinions related to the Debt Financing; and (xiii) cooperating as contemplated by Section 6.21. Non-public Information provided by the Company in connection with the Financing shall only be provided to sources or potential sources of financing and rating agencies that have agreed to be bound by (1) the Confidentiality Agreement as if such Person(s) were party thereto or (2) customary confidentiality provisions (including by click-through arrangements) provided, that Parent shall be permitted to disclose such information to (i) the Financing Sources subject to their confidentiality obligations under the Debt Financing Documents and the definitive documentation evidencing the Financing and (ii) otherwise to the extent reasonably necessary and consistent with customary practices in connection with the Financing subject to customary confidentiality arrangements satisfactory to the Company, acting reasonably. Company hereby consents to the use of all of the Company’s (and its Subsidiaries’) logos in connection with the Financing, provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company, respective Affiliates or their respective business, or the reputation or goodwill thereof. Any such cooperation shall be provided at Parent’s expense for third party fees and expenses. For the avoidance of doubt, any failure of the Company to fulfill its obligations under this Section 6.20(b) shall not be deemed a breach of this Agreement or excuse performance of the Parent to consummate the Transactions, so long as the Company is acting reasonably, diligently in good faith to fulfill such obligations. (c) Notwithstanding anything to the contrary in Section 6.20(b), (i) neither the Company nor any of its Affiliates or any of their respective equityholders or governing bodies shall be required to pass resolutions or consents to approve or authorize the execution of the Debt Financing Documents or execute or deliver any certificate, document, instrument or agreement in connection therewith or the Financing that is effective prior to the Closing (except for (A) the authorization letters set forth in Section 6.20(b), (B) the comfort letters, representation letters and consents referred to in Section 6.20(b) or (C) as contemplated by Section 6.21); (ii) no obligation of the Company or any of its Affiliates or any of their respective equityholders, members or Representatives under any certificate, document, instrument or agreement, entered into pursuant to the foregoing shall, without such Person’s prior express written consent, be effective until Closing (except for (A) the authorization letters set forth in Section 6.20(b), (B) the comfort letters, representation letters and consents referred to in Section 6.20(b) or (C) as expressly contemplated by Section 6.21); (iii) neither the Company nor any of its Affiliates or any of their respective equityholders, members or Representatives shall be required to pay any commitment or other similar fee, or incur any other cost or expense or liability (except for any cost or expense that is subject to the expense reimbursement provision expressly set forth in Section 6.20(f)), in connection with the Financing; (iv) no such cooperation shall be required to the extent that any such action, in the good faith belief of the Company, would unreasonably interfere with the ongoing business or operations of the Company or any of its respective Affiliates; (v) no such cooperation shall be required to the extent it would reasonably be expected to conflict with or violate any Law, or result in the contravention of, or result in a violation or breach of, or default under, any Company Contract (provided that, (vi) any such Contract is not, and was not (if entered into prior to the date hereof), entered into in circumvention of the cooperation contemplated herein, (y) the counterparty to such Contract is not a Subsidiary or other Affiliate of the Company or any of their respective equityholders, members or Representatives and (z) the Company shall have used reasonable best efforts to obtain a waiver of any such breach or default from the counterparty thereto); and (vii) no such cooperation shall be required to the extent that the Company or any of its Subsidiaries determines that such cooperation would result in a loss or waiver of or jeopardize any attorney-client privilege, attorney work product or other legal privilege (provided, that the foregoing Company and its Subsidiaries shall use reasonable efforts to allow for cooperation obligations in a manner that does not result in the events set out in this clause (vii)). (d) Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things, necessary, proper or advisable to arrange, consummate and obtain the Financing (to the extent contemplated by the Debt Commitment Papers to be funded on the Closing Date) on the Closing Date on terms and conditions no less favorable to Parent than the terms and conditions described in the Debt Commitment Papers. Such actions shall include, but not be limited to, using reasonable best efforts to: (i) maintain in effect the Debt Commitment Papers, provided that Parent may replace or amend, supplement or waive provisions of, the Debt Commitment Papers (including adding new lenders, lead arrangers, bookrunners, syndication agents or similar entities to such actions upon which the occurrence Debt Commitment Papers pursuant to the terms thereof, providing for the assignment, novation and reallocation of a portion of the Closing is contingent.financing commitments contained

Financing Matters. (a) The Company Each of the Company, Executive and its Subsidiaries shall deliver the Shareholders acknowledges and agrees that, except as set forth in Section 4.12(b), none of the Shareholders or their respective Affiliates has any obligation or commitment, under this Agreement or otherwise, to Parent at least one (1) Business Days prior to make any loan or loans, or provide any other financing, whether in the Closing Date a duly executed payoff letter in a customary form satisfactory to Parentof equity or debt, setting forth the total amounts payable pursuant to the Company Credit Facility or any of its Subsidiaries, but will evaluate each request for a loan or other financing at the time made and will decide in such Person’s absolute and sole discretion whether to fully satisfy all principal, interest, fees, costs, and expenses owed to each holder of Indebtedness under make the Company Credit Facility as of loan or provide the anticipated Closing Date, together with appropriate wire instructions, and the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facilityfinancing requested. (b) From SHUSA agrees that, with respect to the date Santander Financing, it (and its nominees to the Board of this Agreement until Directors) will act in good faith and will not take any action, or fail to take any action, in its or their capacity as a Shareholder or director for the Initial purpose of causing the Company Merger Effective Timeto breach any provision of, each or default on its obligations or cause a failure of any condition under, the Santander Financing. Furthermore, subject to the then current Liquidity Policy, in the event that senior management of the Company, acting in good faith, determines it to be advisable to draw funds under the Santander Financing, then SHUSA and its respective Affiliates (including any directors nominated by SHUSA) shall not take any action, or fail to take any action (including failing to approve any Board Reserved Matter, SHUSA Reserved Matter or Shareholder Reserved Matter), which action or failure to act would prevent the Company from borrowing under the Santander Financing; provided that the conditions to such borrowing are otherwise satisfied. In connection with any action to be taken by the Company pursuant to Exhibit H of the Santander Financing, the Company will act, or refrain from acting, at the written direction of Sponsor Holdings. Banco Santander agrees that it shall comply with its obligation under the Santander Financing. (c) In the event that Sponsor Holdings and senior management of the Company reasonably determine in good faith that it is in the best interests of the Company for the Company to incur additional indebtedness for borrowed money and such financing is available from a third-party financing source which is not an Affiliate of the Company or any of the Shareholders (a “Third-Party Financing Source”) to the Company on terms which, in the reasonable, good faith determination of Sponsor Holdings and senior management of the Company, are commercially reasonable, in the best interests of the Company and Parent shallare consistent with the Company’s then current business plan and budget (such financing, “Available Financing”), then Shareholders and shall cause their respective Subsidiaries toAffiliates (including any directors nominated by SHUSA or the Investor Group) shall not take any action, cooperate with one another as reasonably requested by the other Partyor fail to take any action (including failing to approve any Board Reserved Matter, in connection with obtaining SHUSA Reserved Matter or refinancing any debt financing of ParentShareholder Reserved Matter), which action or failure to act would prevent the Company from obtaining such Available Financing from such Third-Party Financing Source unless the Shareholders or their respective Affiliates, including by (i) furnishing financial and other pertinent information of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company and its Subsidiaries, as applicable, are willing to provide equivalent financing on terms that, taken as a whole, are no less favorable to the Company than the terms of the Available Financing. This Section 4.12(c) shall terminate and be of no further force and effect upon the occurrence of an Investor Group Termination. (d) In the event that any Qualifying Payment is paid by any borrower under any of the Santander Three Year Credit Agreement, the Santander Five Year Credit Agreement or the Santander ABS Credit Agreement, upon written notice of such payment by Sponsor Holdings, Banco Santander shall promptly pay to Sponsor Holdings an amount equal to the product of (i) the amount of the Qualifying Payment and (ii) cooperating with the creation and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and (iii) providing pertinent information of Parent, the Company and their Subsidiaries that is required in connection with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; provided, that the foregoing cooperation obligations shall be limited to such actions upon which the occurrence of the Closing is contingentSponsor Holdings’ Proportionate Percentage.

Financing Matters. (a) The Company GPI and certain of its Subsidiaries shall deliver are party to Parent the Existing Credit Agreement. GPI furnished the Transferor with true, correct and complete copies of the executed commitment letter, dated as of the date hereof, with respect to certain amendments to the Existing Credit Agreement as described therein (the “Amendment”) and all contracts, fee letters, engagement letters and other arrangements associated therewith (provided, however, that provisions in the fee or engagement letter relating solely to fees and economic terms (other than covenants) agreed to by the parties may be redacted (none of which redacted provisions will adversely affect the availability of, or impose additional conditions on, the availability of the Amendment at least one the Closing)) (1) Business Days such commitment letter and related term sheets, including all exhibits, schedules and annexes, and each such fee letter and engagement letter, as amended, restated, supplemented or modified from time to time, collectively, the “Amendment Commitment Letter” and, together with the Existing Credit Agreement, the “Financing Documents”). As of the date hereof, the Financing Documents have not been amended, restated, supplemented or modified since the delivery of the executed Amendment Commitment Letter to Transferor. There are no side letters or other Contracts related to the Financing Documents, other than as expressly set forth therein. The Amendment Commitment Letter is not subject to any conditions or other similar contingencies other than those set forth therein, and is in full force and effect. All commitment and other fees required to be paid under the Financing Documents prior to the Closing Date a duly executed payoff letter date hereof have been paid in full. After giving effect to the Amendment, the execution and delivery of this Agreement and the Transaction Agreements by the Parent, Issuer and GPI and the performance of Parent, Issuer and GPI’s obligations hereunder and thereunder, and the consummation by Parent, Issuer and GPI of the Transactions will not result in a customary form satisfactory violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to Parentany right of termination, setting forth cancellation or acceleration of any of the total amounts payable pursuant to terms, conditions or provisions of any of the Company Existing Credit Facility to fully satisfy all principalAgreement and the GPI Indentures. Parent does not have Knowledge, interest, fees, costs, and expenses owed to each holder of Indebtedness under the Company Credit Facility as of the anticipated Closing Datedate hereof, together with appropriate wire instructions, and that any of the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made conditions to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each Amendment as defined set forth in the Company Credit Facility) shall Amendment Commitment Letter will not be terminated with respect to the Company and its Subsidiaries (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facilitysatisfied. (b) From the date of this Agreement until the Initial Company Merger Effective Time, each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate with one another as reasonably requested by the other Party, in connection with obtaining or refinancing any debt financing of Parent, the Company or their Affiliates, including by (i) furnishing financial and other pertinent information of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company and its Subsidiaries, as applicable, (ii) cooperating with the creation and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and (iii) providing pertinent information of Parent, the Company and their Subsidiaries that is required in connection with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; provided, that the foregoing cooperation obligations shall be limited to such actions upon which the occurrence of the Closing is contingent.

Financing Matters. Transferor has furnished Parent, Issuer and GPI with true, correct and complete copies of the executed debt commitment letter, dated as of the date hereof, among Transferor, Bank of America, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, BNP Paribas and BNP Paribas Securities Corp. with respect to $660,000,000 of indebtedness described therein (athe “Assumed Financing”) and all contracts, fee letters, engagement letters and other arrangements associated therewith (provided, however, that provisions in the fee or engagement letter relating solely to fees and economic terms (other than covenants) agreed to by the parties may be redacted (none of which redacted provisions will adversely affect the availability of, or impose additional conditions on, the availability of the Assumed Financing)) (such commitment letter and related term sheets, including all exhibits, schedules and annexes, and each such fee letter and engagement letter, as amended, restated, supplemented or modified from time to time, collectively, the “Assumed Financing Commitment Letter”. As of the date hereof, the Assumed Financing Commitment Letter has not been amended, restated, supplemented or modified since the delivery of the executed Assumed Financing Commitment Letter to the Transferor. There are no side letters or other Contracts related to the Assumed Financing, other than as expressly set forth therein. The Company Assumed Financing Commitment Letter is not subject to any conditions or other similar contingencies other than those set forth therein, and its Subsidiaries shall deliver is in full force and effect. All commitments and other fees required to Parent at least one (1) Business Days be paid under the Assumed Financing Commitment Letter prior to the Closing Date a duly executed payoff letter date hereof have been paid in a customary form satisfactory to Parent, setting forth the total amounts payable pursuant full. The conditions to the Company Credit Facility to fully satisfy all principalavailability of the Assumed Financing are set forth in the Assumed Financing Commitment Letter. Assuming the conditions set forth in the Assumed Financing Commitment Letter are satisfied at the Closing, interestTransferor does not have Knowledge, fees, costs, and expenses owed to each holder of Indebtedness under the Company Credit Facility as of the anticipated Closing Datedate hereof, together with appropriate wire instructions, and that any of the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made conditions to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall Assumed Financing will not be terminated with respect to the Company and its Subsidiaries (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facilitysatisfied. (b) From the date of this Agreement until the Initial Company Merger Effective Time, each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate with one another as reasonably requested by the other Party, in connection with obtaining or refinancing any debt financing of Parent, the Company or their Affiliates, including by (i) furnishing financial and other pertinent information of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company and its Subsidiaries, as applicable, (ii) cooperating with the creation and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and (iii) providing pertinent information of Parent, the Company and their Subsidiaries that is required in connection with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; provided, that the foregoing cooperation obligations shall be limited to such actions upon which the occurrence of the Closing is contingent.

Financing Matters. (a) The Company and its Subsidiaries At the request of Parent (which shall deliver to Parent be made at least one ten (110) Business Days prior to the Closing Date a duly executed payoff letter in a customary form satisfactory to ParentDate), setting forth the total amounts payable pursuant to the Company Credit Facility to fully satisfy all principal, interest, fees, costs, and expenses owed to each holder shall (or shall cause its applicable Subsidiary to) (A) deliver notices of prepayment (which may be delivered at Parent’s request in advance of the Closing Date so long as they are contingent upon the occurrence of the Closing) in respect of any Indebtedness under of the Company Credit Facility as or any of the anticipated Closing Date, together with appropriate wire instructions, and the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full its Subsidiaries (other than contingent obligations not then due the Exchangeable Debentures) within the time periods reasonably requested by Parent and obligations take such other actions reasonably requested by Parent to facilitate the prepayment of all amounts outstanding in respect of letters such Indebtedness on or following the Closing Date (it being understood and agreed that any prepayment shall be contingent upon the occurrence of credit the Closing and, notwithstanding anything in this Section 5.22(a) to the contrary, no actions shall be required which would obligate the Company or its Subsidiaries to complete such prepayment prior to the occurrence of the Closing) and hedging arrangements with (B) use reasonable best efforts to arrange for customary payoff letters, terminations of commitments, lien terminations, releases and instruments and acknowledgements of discharge, in each case in respect of such Indebtedness to which arrangements be delivered to Parent on or prior to the Closing Date (it being understood and agreed that reasonable best efforts will be made used to deliver drafts of such documents to Parent no later than five (5) Business Days prior to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and ParentClosing Date), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facility. (b) From the date of this Agreement until the Initial The Company Merger Effective Time, each shall use its reasonable best efforts to take such actions as may be required by Article IX of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate with one another as reasonably requested by the other Party, in connection with obtaining or refinancing any debt financing of Parent, the Company or their Affiliates, including by (i) furnishing financial and other pertinent information of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company and its Subsidiaries, as applicable, (ii) cooperating with the creation and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and (iii) providing pertinent information of Parent, the Company and their Subsidiaries that is required Exchangeable Debentures Indenture in connection with the applicable debt financing Combination, including the preparation of, and the execution and delivery of, a supplemental indenture, officers’ certificate and legal opinion in accordance with such Article IX; provided that Parent shall use reasonable best efforts to cause Merger LLC (i) to execute and deliver a supplemental indenture relating to the Upstream Merger to the extent required in accordance with such Article IX and (ii) to deliver any other documentation that may be reasonably required by U.S. regulatory authorities the trustee under the Exchangeable Debentures Indenture in order to comply with (A) applicable “know your customer” and anti-money laundering rules and regulations; providedregulations relating to Merger LLC’s execution and delivery of such supplemental indenture and (B) the Exchangeable Debentures Indenture (as it relates to Merger LLC’s execution and delivery of such supplemental indenture). The Company shall provide Parent and its counsel reasonable opportunity to review and comment on such documents and respond in good faith to the reasonable comments of Parent or its counsel with respect thereto. The Company shall use its reasonable best efforts to cause the trustee under the Exchangeable Debentures Indenture to execute any such applicable documents described in this Section 5.22(b), that subject to the foregoing cooperation obligations proviso in the first sentence of this Section 5.22(b). From and after the date hereof, the Company shall continue to comply with the terms of the Exchangeable Debentures Indenture and the Exchangeable Debentures until the Effective Time. (c) At the request of Parent delivered no later than ten (10) Business Days prior to the Closing Date (but only at such request), the Company shall (A) execute and deliver a notice of redemption for all of the outstanding Exchangeable Debentures pursuant to the Exchangeable Debentures Indenture and the Exchangeable Debentures (which notice shall be limited delivered no earlier than the Closing Date and shall be contingent upon the occurrence of the Closing) and (B) take such other actions at or prior to the Effective Time reasonably requested by Parent to facilitate the redemption and/or satisfaction and discharge of the Exchangeable Debentures pursuant to the Exchangeable Debentures Indenture and the Exchangeable Debentures following the Closing, including, as applicable, the preparation, execution and delivery at the times set forth in such actions upon which request or provided in the Exchangeable Debentures Indenture and the Exchangeable Debentures, as applicable, such agreements, legal opinions, officers’ certificates, notices or other documents required in connection therewith to be executed and delivered on the Closing Date. The Company shall provide Parent and its counsel reasonable opportunity to review and comment on such documents and respond in good faith to the reasonable comments of Parent or its counsel with respect thereto. The Company shall use reasonable best efforts to cause the trustee under the Exchangeable Debentures Indenture to execute any such applicable documents described in this Section 5.22(c). The effectiveness of such redemption and/or satisfaction and discharge shall be expressly conditioned on (and shall not occur prior to) the occurrence of the Closing is contingentusing funds provided by Parent for such purpose.

Financing Matters. Buyer shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to arrange, obtain and consummate the Debt Financing no later than the date the Closing is required to be effected in accordance with this Agreement, including using reasonable best efforts to (a) The Company maintain in effect the commitments for the Debt Financing contemplated by the Debt Letters in accordance with their terms, (b) satisfy (or, if deemed advisable by Buyer, to obtain the waiver of) on a timely basis all conditions to obtaining the applicable Debt Financing, (c) negotiate and its Subsidiaries shall deliver enter into definitive agreements with respect thereto consistent with the terms and conditions described in the Debt Letters (and any flex provisions in the Fee Letter) or on terms and conditions not less favorable to Parent Buyer with respect to conditionality at least one (1) Business Days or prior to the Closing Date a duly executed payoff letter than the terms and conditions contained in a customary form satisfactory the Debt Letters so long as such terms shall not reduce the aggregate amount of the Debt Financing below the amount required (together with other reasonably available financial resources of Buyer and its Subsidiaries, including cash on hand of Buyer and its Subsidiaries) to Parent, setting forth pay the total aggregate consideration and other amounts payable pursuant to by Buyer on the Company Credit Facility to fully satisfy all principal, interest, fees, costs, and expenses owed to each holder of Indebtedness under the Company Credit Facility as of the anticipated Closing Date, together to refinance any indebtedness required to be refinanced in connection with appropriate wire instructionsthe Transactions and to pay all Transaction Expenses to be borne by Buyer in connection with this Agreement on the Closing Date, (d) enforce its rights under the Debt Letters, and (e) in the agreement event that all conditions to the Debt Financing have been satisfied or waived (and that the funding of such Debt Financing is necessary to pay the aggregate consideration payable by Buyer on the Closing Date, to refinance any indebtedness required to be refinanced in connection with the Transactions and to pay all Transaction Expenses to be borne by Buyer in connection with this Agreement on the Closing Date), cause the lenders and other Persons providing Debt Financing to fund on the Closing Date the Debt Financing, if and to the extent necessary for the foregoing purposes. Without limiting the generality of the foregoing, prior to the Closing, Buyer shall give Seller reasonably prompt notice (and in any event, within three (3) Business Days) (i) of any material breach or default related to the Debt Financing of which Buyer becomes aware, (ii) of the receipt or delivery of any written notice or other written communication, in each case from any Person party to the administrative agent under the Company Credit Facility that upon payment in full Debt Letters (or any Affiliate of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements Person) with respect to which arrangements will be made (1) any actual or potential breach, default, termination, or repudiation by any party to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated Debt Letters with respect to the Company and its Subsidiaries obligation to fund the Debt Financing or (and 2) any material dispute or disagreement between or among parties to any of the assets and equity Debt Letters with respect to the obligation to fund the Debt Financing or the amount of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets Debt Financing to be funded at the Closing (other than liens securing obligations under letters but excluding, for the avoidance of credit that may survive pursuant doubt, any ordinary course negotiations with respect to the terms of the Debt Financing or Debt Letters), (iii) of the expiration or termination for any reason of the Debt Letters or any definitive documentation with respect to the Debt Financing entered into in connection therewith (or if any Person party thereto attempts or purports in writing to terminate the Debt Letters or any definitive agreements entered into in connection therewith, whether or not such payoff letterattempted or purported termination is valid), and (iv) if at any time for any reason Buyer believes in good faith that all or any portion of the Debt Financing is unavailable on the terms and equity securing conditions contemplated by any of the Company Credit Facility shall be immediately released and terminated without further action, together Debt Letters. In connection with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securingnotice thereof, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facility. (b) From the date of this Agreement until the Initial Company Merger Effective Time, each of the Company and Parent shall, and Buyer shall cause their respective Subsidiaries to, cooperate with one another as promptly provide information reasonably requested by Seller relating to any circumstance referred to in clause (i), (ii), (iii), or (iv) of the immediately preceding sentence (other Partythan information to the extent that the provision thereof would violate or waive any attorney-client or other privilege, in connection with obtaining constitute attorney work product or refinancing violate or contravene any debt financing law, rule or regulation, or any obligation of Parentconfidentiality). Prior to the Closing, without the prior written consent of Seller, Buyer shall not agree to, or permit, any amendment, modification, supplement, termination, replacement or waiver under, the Company Debt Letters or their Affiliatesdefinitive documentation relating to the Debt Financing; provided that Buyer shall have the right from time to time to amend, including by supplement, modify, terminate, waive, replace or extend the Debt Letters or definitive documentation with respect to the Debt Financing so long as such amendment, modification, supplement, termination, waiver, extension or replacement would not reasonably be expected to (iA) furnishing reduce the amounts available to be funded under the Debt Financing on the Closing Date below the amount required (together with other reasonably available financial and other pertinent information resources of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company Buyer and its Subsidiaries, as applicableincluding cash on hand of Buyer and its Subsidiaries) to pay the aggregate consideration and other amounts payable by Buyer on the Closing Date, (ii) cooperating with the creation and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and (iii) providing pertinent information of Parent, the Company and their Subsidiaries that is to refinance any indebtedness required to be refinanced in connection with the applicable debt financing Transactions and to pay all Transaction Expenses to be borne by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; provided, that the foregoing cooperation obligations shall be limited to such actions upon which the occurrence of Buyer in connection with this Agreement on the Closing is contingent.Date, or (B) expand on, or impose new or

Financing Matters. (a) The Company and its Subsidiaries shall deliver to Parent at least one (1) Business Days prior to the Closing Date a duly executed payoff letter in a customary form satisfactory to Each of Parent, setting forth the total amounts payable pursuant to the Company Credit Facility to fully satisfy all principal, interest, fees, costs, and expenses owed to each holder of Indebtedness under the Company Credit Facility as of the anticipated Closing Date, together with appropriate wire instructions, Merger Sub and the agreement from the administrative agent under the Company Credit Facility respective Guarantors jointly and severally covenants and agrees that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facility. (b) From if between the date of this Agreement until and the Initial Closing they at any time believe there is a reasonable possibility that they collectively will not have sufficient funds to timely and fully perform their respective obligations hereunder, including payment in full of the Merger Consideration and all other payments contemplated hereby (such circumstance a “Funding Shortfall”), then the Guarantors, Parent and Merger Sub (a) shall provide prompt written notice of such Funding Shortfall to the Company in the manner provided in Section 7.2, setting forth in reasonable detail the nature and extent of the Funding Shortfall and the proposed resolution thereof, and (b) shall promptly and diligently use their respective reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to arrange for financing (the “Alternative Financing”) in an amount sufficient to remedy the Funding Shortfall as promptly as reasonably practicable, such that the Guarantors, Parent and Merger Effective TimeSub will be able to timely consummate the Merger and fully perform their respective obligations hereunder without material delay. If Parent, each of Merger Sub or the Guarantors seek or will be relying on Alternative Financing to provide the funds necessary to consummate the Merger or any other transactions contemplated by this Agreement, Parent shall keep the Company and Parent shallthe Special Committee reasonably informed of the status of such Alternative Financing efforts, and shall cause including providing copies of all commitment papers or other documentation relating to such Alternative Financing as promptly as reasonably practicable after they become available to Parent, Merger Sub, any Guarantor, or any of their respective Subsidiaries toagents, cooperate with one another as reasonably requested by advisors or representatives. Notwithstanding the other Partyforegoing, in connection with obtaining or refinancing any debt financing of Parent, Merger Sub and the Company respective Guarantors acknowledge and agree that their respective obligations hereunder are not subject to any financing condition or their Affiliatescontingency, including by regardless of whether they require, seek or are able to obtain any Alternative Financing, or the terms or availability (ior unavailability) furnishing financial and other pertinent information of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company and its Subsidiaries, as applicable, (ii) cooperating with the creation and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and (iii) providing pertinent information of Parent, the Company and their Subsidiaries that is required in connection with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; provided, that the foregoing cooperation obligations shall be limited to such actions upon which the occurrence of the Closing is contingentthereof.

Financing Matters. If an Obligor becomes subject to any Insolvency Proceeding, and if the Senior Lender desires to consent (aor not object) The Company to the sale, use or lease of cash or other collateral under the Bankruptcy Code or otherwise to provide financing to such Obligor under the Bankruptcy Code or otherwise or to consent (or not object) to the provision of such financing to such Obligor by any third party (a “DIP Financing”), then the Junior Lender agrees that (i) to the extent the aggregate principal amount of loans outstanding under any such DIP Financing together with the aggregate outstanding principal amount of the pre-petition Senior Obligations does not exceed 110% of the aggregate outstanding principal amount of the Senior Obligations immediately prior to the commencement of the Insolvency Proceedings (the "DIP Cap"), such DIP Financing (and its Subsidiaries any Senior Obligations not in excess of the Maximum Senior Principal Amount which arose prior to the Insolvency Proceeding) may be secured by Liens on all or a part of the assets of such Obligor which shall deliver be superior in priority to Parent at least one the Liens on the assets of such Obligor held by any other Person, (1ii) notice received three (3) Business Days prior to the Closing Date entry of an interim order approving such DIP Financing and notice received fourteen (14) calendar days prior to entry of a duly executed payoff letter Final Order approving such DIP Financing, shall be adequate notice, (iii) so long as the aggregate principal amount of such DIP Financing does not exceed the DIP Cap, the Junior Lender will not request or accept adequate protection or any other relief in a customary form satisfactory to Parentconnection with such DIP Financing except as set forth in Section 4(d) below, setting forth the total amounts payable pursuant (iv) to the Company Credit Facility extent the aggregate principal amount such DIP Financing does not exceed the DIP Cap, the Junior Lender will subordinate (and will be deemed hereunder to fully satisfy all principal, interest, fees, costs, and expenses owed have subordinated) the Liens securing the Junior Obligations (A) to each holder of Indebtedness under the Company Credit Facility as Liens securing such DIP Financing (the "DIP Liens") on the same terms (but on a basis junior to the Liens of the anticipated Closing Date, together with appropriate wire instructions, and Senior Lender) as the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction Liens of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries Senior Lender are subordinated thereto (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to subordination will not alter in any manner the terms of this Agreement), and (B) to any "replacement Lien" granted to the Senior Lender as adequate protection of its interests in the Collateral (the "Senior Adequate Protection Lien"), provided that, to the extent the aggregate principal amount such payoff letter) and equity securing DIP Financing is in excess of the Company Credit Facility DIP Cap, such excess amount shall be immediately released subordinated to the Junior Obligations and terminated without further action(v) subject to Section 4(d) below, together with the Junior Lender shall not contest or oppose in any applicable documents necessary manner any adequate protection provided to evidence the release and termination Senior Lender as adequate protection of all liens on its interests in the Company and its Subsidiaries and their respective assets and equity securingCollateral, and or any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facility. (b) From the date of this Agreement until the Initial Company Merger Effective Time, each of the Company and Parent shallDIP Financing, and shall cause their respective Subsidiaries tobe deemed to have waived any objections to such adequate protection, cooperate with one another as reasonably requested by or DIP Financing, including, without limitation, any objection alleging such Obligor’s failure to provide "adequate protection" of the other Partyinterests of the Junior Lender in the Collateral, provided, for purposes of the consents and limitations set forth in connection with obtaining or refinancing any debt financing of Parent, the Company or their Affiliates, including by clauses (i) furnishing financial and other pertinent information through (v) of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company and its Subsidiaries, as applicable, (ii) cooperating with the creation and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and (iii) providing pertinent information of Parent, the Company and their Subsidiaries that is required in connection with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; providedthis Section, that the foregoing cooperation obligations shall be limited DIP Financing does not by its express terms require such Obligor to (x) propose a specific plan of reorganization, or (y) sell substantially all of such actions upon which Obligor’s assets, other than as a result of and after the occurrence of an event of default under such DIP Financing. It is understood and agreed that the Closing foregoing provisions of this Section 4(b) shall not limit the right of the Junior Lender to object to any motion regarding DIP Financing but only (x) to the extent that the DIP Financing contravenes the requirements of this Section 4(b), or (y) such objection is contingentbased upon the Junior Lender’s rights under Section 4(j).

Financing Matters. (a) The At the request of Parent, the Company and shall (or shall cause its applicable Subsidiary to) (i) (A) deliver notices of prepayment (which may be delivered at Parent’s request in advance of the Closing Date so long as they are contingent upon the occurrence of the Closing) in respect of any Indebtedness of the Company or any of its Subsidiaries specified by Parent (including, without limitation, the Company Margin Facility) within the time periods reasonably requested by Parent and take such other actions reasonably requested by Parent to facilitate the prepayment of amounts outstanding in respect of such Indebtedness on or following the Closing Date (it being understood and agreed that any prepayment shall deliver be contingent upon the occurrence of the Closing and, notwithstanding anything in this Section 5.22 to the contrary, no actions shall be required which would obligate the Company or its Subsidiaries to complete such prepayment prior to the occurrence of the Closing) and (B) use commercially reasonable efforts to arrange for customary payoff letters, terminations of commitments, lien terminations, releases and instruments and acknowledgements of discharge, in each case in respect of such Indebtedness to be delivered to Parent at least one on or prior to the Closing Date (1it being understood and agreed that commercially reasonable efforts will be used to deliver drafts of such documents to Parent no later than five (5) Business Days prior to the Closing Date a duly executed payoff letter Date) and (ii) use commercially reasonable efforts to take any reasonable actions as may be required in a customary form satisfactory connection with the Combination to Parentfacilitate the continuation of amounts outstanding in respect of any such Indebtedness specified by Parent following the Closing, setting forth including, without limitation, the total amounts payable pursuant to the Company Credit Facility to fully satisfy all principal, interest, fees, costs, and expenses owed to each holder of Indebtedness under the Company Credit Facility as of the anticipated Closing Date, together with appropriate wire instructionspreparation of, and the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged execution and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect delivery of, such Company Credit Facilitysupplemental indentures, officers’ certificates, notices and legal opinions. (b) From The Company shall, and shall cause each of its Subsidiaries to, take the date of this Agreement until the Initial Company Merger Effective Time, each actions on Section 5.22(b) of the Company and Disclosure Letter. At the request of the Company, Parent shall, and shall cause their respective each of its Subsidiaries to, cooperate with one another as reasonably requested by the other PartyCompany to undertake the actions on Section 5.22(b) of the Company Disclosure Letter. (c) The Parent shall, in connection with obtaining or refinancing any debt financing and shall cause each of its Subsidiaries to, take the actions on Section 5.22(c) of the Parent Disclosure Letter. At the request of Parent, the Company or their Affiliatesshall, including by (iand shall cause each of its Subsidiaries to, cooperate with Parent to undertake the actions on Section 5.22(c) furnishing financial and other pertinent information of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company and its Subsidiaries, as applicable, (ii) cooperating with the creation and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and (iii) providing pertinent information of Parent, the Company and their Subsidiaries that is required in connection with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; provided, that the foregoing cooperation obligations shall be limited to such actions upon which the occurrence of the Closing is contingentParent Disclosure Letter.

Financing Matters. (a) The Company Each of Buyer and Parent shall use its Subsidiaries shall deliver commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to obtain the Equity Financing in advance of Closing. Upon request of Seller, Buyer will notify Seller in reasonable detail regarding all material developments concerning the Equity Financing. Buyer or Parent at least one (1) Business Days prior to the Closing Date a duly executed payoff letter in a customary form satisfactory to Parent, setting forth the total amounts payable pursuant to the Company Credit Facility to fully satisfy all principal, interest, fees, costs, and expenses owed to each holder of Indebtedness under the Company Credit Facility as will promptly notify Seller if any portion of the anticipated Closing Date, together with appropriate wire instructions, and the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit FacilityEquity Financing becomes unavailable. (b) From During the date Interim Period, Seller shall use commercially reasonable efforts to, and shall cause the Companies and its and their respective Representatives to use commercially reasonable efforts to, provide, at Buyer’s sole cost and expense, all information as may be reasonably requested by Buyer in connection with Buyer’s and Parent’s efforts to obtain the Equity Financing provided that (i) none of this Agreement until Seller or any Company shall be required to pay any commitment or other similar fee or incur any Liability in connection with the Initial Equity Financing, (ii) such provision does not unreasonably interfere with the ongoing operations of Seller or any Company Merger Effective Timeand their businesses, each (iii) Seller shall not have any Liability for any statements, materials or information provided by Seller or any Company or their Representatives to Buyer in connection with obtaining the Equity Financing and (iv) none of Seller or any Company shall have any Liability for any statements, materials or information provided by Seller or any Company or their Representatives to Buyer in connection with obtaining the Company Equity Financing. Buyer and Parent shall, promptly upon request by Seller, reimburse Seller for all reasonable and shall cause their respective Subsidiaries to, cooperate with one another as reasonably requested documented out-of-pocket costs incurred by Seller or the other Party, Companies in connection with obtaining or refinancing any debt financing of Parent, the Company or their Affiliates, information provided pursuant to this Section 5.12 (including by (i) furnishing financial reasonable legal costs and other pertinent information of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company expenses); and its Subsidiaries, as applicable, (ii) cooperating with the creation shall indemnify and perfection of pledge hold harmless Seller and security instruments effective as of the Initial Company Merger Effective Time and (iii) providing pertinent information of Parent, the each Company and their Subsidiaries that is required Representatives from and against any and all Losses suffered or incurred by such Persons arising from the information provided by such Persons pursuant to this Section 5.12 in arranging the Equity Financing EVEN IF CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), STRICT LIABILITY OR LEGAL FAULT OF SUCH INDEMNIFIED PERSON (other than to the extent such Losses arise from the willful misconduct or gross negligence of Seller or any Company or any of their Representatives) and any information utilized in connection with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; provided, that the foregoing cooperation obligations shall be limited to such actions upon which the occurrence of the Closing is contingenttherewith.

Financing Matters. The Sellers shall, and shall cause each of the Company and any Company Subsidiary to, use commercially reasonable efforts to provide the Buyer with all cooperation reasonably requested by the Buyer to assist it in causing the conditions in the Debt Financing Commitment to be satisfied or as is otherwise necessary or reasonably requested by the Buyer in connection with the Debt Financing, including: (a) The Company and its Subsidiaries shall deliver to Parent at least one (1) Business Days prior to the Closing Date a duly executed payoff letter participation by officers in a reasonable number of meetings (including one-on-one), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies and prospective lenders or investors and obtaining assistance from its accountants, including participating in a reasonable number of drafting and accounting due diligence sessions, in each case in connection with the Debt Financing; (b) assisting the Buyer and the Debt Financing Sources with the timely preparation of customary form satisfactory to Parentrating agency presentations, setting forth marketing materials and information memoranda as may be required in connection with the total amounts payable pursuant to Debt Financing; (c) reasonably facilitate the Company Credit Facility to fully satisfy all principalpledging and mortgaging of collateral, interestincluding assisting with the preparation of security documents, fees, costsother definitive financing documents, and expenses owed to each holder of Indebtedness under other certificates or documents and back-up therefor as may be reasonably requested by the Company Credit Facility as of Buyer or the anticipated Closing Date, together with appropriate wire instructionsDebt Financing Sources, and otherwise reasonably facilitating the agreement from pledging of collateral and the administrative agent under the Company Credit Facility that upon payment in full granting of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations security interests in respect of letters the Debt Financing, provided that no obligation of credit and hedging arrangements with respect any Seller, the Company or any Company Subsidiary under any agreement, document or pledge related to which arrangements will be made to the satisfaction any of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) Debt Financing shall be terminated operative until the Closing; (d) furnishing the Buyer and the Debt Financing Sources, as promptly as practicable, with respect customary and readily available financial and other pertinent information relating to the Company and its the Company Subsidiaries in respect of their businesses as may be reasonably requested by the Buyer; (e) furnishing the Buyer and the assets Debt Financing Sources, as promptly as practicable, with financial and equity of which secure such Indebtedness) and all liens on other pertinent information relating to the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall Subsidiaries in respect of their businesses as may be immediately released reasonably requested by the Buyer; (f) reasonably cooperating with the Buyer to obtain customary and terminated without further actionreasonable corporate and facilities ratings, together consents, approvals, authorizations, non-invasive environmental assessments, legal opinions, surveys and title insurance as reasonably requested by the Buyer; (g) reasonably facilitating the pledging or the reaffirmation of the pledge of collateral (including obtaining and delivering any pay-off letters and other cooperation in connection with any applicable documents necessary to evidence the repayment or other retirement of existing indebtedness and the release and termination of any and all liens related liens) on or prior to the Company Closing Date, as well as cooperating to permit prospective lenders involved in the Debt Financing to evaluate and its Subsidiaries and their respective assess the assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facility. (b) From the date of this Agreement until the Initial Company Merger Effective Time, each of the Company and Parent shallthe Company Subsidiaries for purposes of establishing collateral arrangements; (h) delivering notices of prepayment within the time periods required by the relevant agreements governing indebtedness and obtaining customary payoff letters, lien terminations and instruments of discharge to be delivered at the Closing, and shall cause their respective Subsidiaries togiving any other necessary notices, cooperate to allow for the payoff, discharge and termination in full at the Closing of all indebtedness; and (i) promptly and in any event at least ten (10) days before the Closing Date, furnishing the Buyer and the Debt Financing Sources with one another as all documentation and other information (to the extent reasonably requested by the other Party, in connection with obtaining or refinancing any debt financing of Parent, Debt Financing Sources at least fifteen (15) days prior to the Company or their Affiliates, including by (iClosing Date) furnishing financial and other pertinent information of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company and its Subsidiaries, as applicable, (ii) cooperating with the creation and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and (iii) providing pertinent information of Parent, the Company and their Subsidiaries that is required in connection with the applicable debt financing by U.S. regulatory authorities under pursuant to applicable “"know your customer” " and anti-money laundering rules and regulations; provided, that including the foregoing Patriot Act. Notwithstanding the foregoing, (A) nothing shall require such cooperation obligations as described in 6.20 to the extent it would, in the Company’s reasonable judgment, materially interfere with the business or operations of the Company or its Subsidiaries and (B) neither the Company nor any of its Subsidiaries shall be limited required to, or be required to such actions upon which commit to, (1) enter into or execute any agreement or document unless the effectiveness thereof shall be conditioned upon, or become operative after, the occurrence of the Closing, (2) until the Closing, take any corporate action (including any Board approvals) in connection with the Debt Financing, (3) take any action that would result in any officer, director or other representative of the Company or any of its Subsidiaries incurring any personal liability with respect to any matters relating to the Debt Financing, (4) until the Closing, deliver or cause the delivery of any legal opinions or any certificate as to solvency or any other certificate necessary for the Debt Financing or (5) until the Closing, deliver or cause the delivery of any pro forma financial information or any financial information in a form not customarily prepared by the Company with respect to such period. All non-public or other confidential information provided by the Company or any of its representatives pursuant to this 6.20 shall be kept confidential in accordance with the Confidentiality Agreement, except that the Buyer shall be permitted to disclose such information in accordance with the Debt Financing Commitments. The Company shall be permitted a reasonable period to comment, on those portions of any confidential information memorandum, or other marketing document circulated to potential financing sources that contain or are based upon any such non-public or other confidential information. None of the Company or any of its Subsidiaries shall be required to bear any cost or expense, pay any commitment or other similar fee or make any other payment or incur any other liability prior to the Closing or provide or agree to provide any indemnity in connection with the Debt Financing or any of the foregoing matters described in 6.20. The Buyer shall reimburse the Company for its reasonable and documented out-of-pocket fees and expenses incurred pursuant to this 6.20. Notwithstanding anything to the contrary in this Agreement, the Buyer acknowledges and agrees that its obligation to consummate the Closing is contingentnot conditioned upon any Debt Financing being made available to the Buyer. The Sellers hereby consent to the use of the Company’s and the Company Subsidiaries’ logos in connection with the Debt Financing if such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or the Company Subsidiaries or the reputation or goodwill of the Company or the Company Subsidiaries, subject to the Company’s prior written consent.

Financing Matters. (a) The At any time prior to the First Effective Time, the Company may, in its sole discretion, either: (i) commence (or, at the Company’s election in its sole discretion, cooperate in good faith with and its Subsidiaries assist Parent, Merger Subs and each of their respective Representatives in commencing at Parent’s sole expense) after the date hereof a solicitation of a consent and amendment (the “Credit Agreement Consent and Amendment”) to that certain Credit Agreement, dated as of January 23, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Company Credit Agreement”), among the Company, the lenders party thereto, Citibank, N.A., as administrative agent, lead arranger, sole book runner, collateral agent and letter of credit issuer thereunder, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, as syndication agent thereunder, on such terms and conditions reasonably requested by Parent and acceptable to the Company, which shall deliver to Parent at least one include an agreement by the requisite lenders thereunder that the Merger and the other Transactions contemplated hereby will not result in a default or event of default under the Company Credit Agreement; or (ii) (A) (1) Business Days prior repay in full (or in the case of any letters of credit issued thereunder, cash collateralize, to the Closing Date extent that Parent shall not have entered into an alternative arrangement with the issuing bank) all obligations then outstanding under the Company Credit Agreement, (2) cause the release of any and all Liens securing such obligations under the Company Credit Agreement, and (3) terminate the Company Credit Agreement or (B) obtain a duly executed payoff letter in a customary form satisfactory to Parent, setting forth from the agent under the Credit Agreement (it being understood that such payoff letter shall (1) indicate the total amounts payable pursuant amount required to the Company Credit Facility be paid to fully satisfy all principal, interest, fees, costs, obligations of the Company and expenses owed to each holder of Indebtedness the Company Subsidiaries under the Company Credit Facility as Agreement, (2) state that all Liens in connection therewith shall be released upon the payment of the anticipated Closing Date, together with appropriate wire instructions, such amount and the agreement from the administrative agent under (3) authorize the Company Credit Facility that upon payment in full of to make all such amounts owed to such holder, filings and deliver all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents notices necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit FacilityLiens). (b) From At any time prior to the date of this Agreement until the Initial Company Merger First Effective Time, the Company may, in its sole discretion, either: (i) commence (or, at the Company’s election in its sole discretion, cooperate in good faith with and assist Parent, Merger Subs and each of their respective Representatives in commencing at Parent’s sole expense) after the date hereof a solicitation of a consent (the “L/C Consent”) to that certain Agreement for Letters of Credit, dated as of April 30, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “L/C Agreement”), between the Company and Citibank, N.A. (in such capacity, the “L/C Issuer”), on such terms and conditions reasonably requested by Parent and acceptable to the Company, which shall include an agreement by the L/C Issuer that the Merger and the other Transactions contemplated hereby will not result in a default or event of default under the L/C Agreement; or (ii) (A)(1) repay in full all obligations then outstanding under the L/C Agreement (or in the case of any letters of credit issued thereunder (including the Irrevocable Standby Letter of Credit No. 63668066 (as amended), dated as of May 3, 2013 issued by Citibank, N.A. for the benefit of SRI-XX Xxxxxx Avenue LLC and the Irrevocable Standby Letter of Credit No. 63670342 (as amended), dated as of February 14, 2014 issued by Citibank, N.A. for the benefit of US Real Estate Limited Partnership), cash collateralize such letters of credit, to the extent that Parent shall not have entered into an alternative arrangement with the issuing bank), (2) cause the release of any and all Liens securing such obligations under the L/C Agreement, and (3) terminate the L/C Agreement or (B) obtain a payoff letter in customary form from the L/C Issuer (it being understood that such payoff letter shall (1) indicate the total amount required to be paid to fully satisfy all obligations of the Company and Parent shallthe Company Subsidiaries under the L/C Agreement, and shall cause their respective Subsidiaries to, cooperate with one another as reasonably requested by the other Party, (2) state that all Liens in connection with obtaining or refinancing any debt financing therewith shall be released upon the payment of Parent, such amount and (3) authorize the Company or their Affiliates, including by (i) furnishing financial to make all filings and other pertinent information of Parent, the Company or their Subsidiaries deliver all notices necessary to show evidence the pro forma impact release of the Transactions on Parent, the Company and its Subsidiaries, as applicable, (ii) cooperating with the creation and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and (iii) providing pertinent information of Parent, the Company and their Subsidiaries that is required in connection with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; provided, that the foregoing cooperation obligations shall be limited to such actions upon which the occurrence of the Closing is contingentLiens).

Financing Matters. (a) The Company Parent will use its reasonable best efforts to arrange and its Subsidiaries shall deliver to Parent obtain the Debt Financing, if necessary, at least one (1) Business Days or prior to the Closing Date a duly executed payoff letter on the terms and conditions described in a customary form satisfactory the Debt Commitment Letter, and, without the Company’s prior written consent, will not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, the Debt Commitment Letter if such amendment, modification or waiver would (i) reduce the aggregate amount of the Debt Financing as provided in the Debt Commitment Letter below the Required Amount, or (ii) impose new or additional conditions, or otherwise amend, modify or expand any conditions, in each case, to the receipt by Parent at or prior to the closing of the Debt Financing; provided, however, that Parent, setting forth Holdco, Rooster Merger Sub and Parent Merger Sub may (x) amend the total amounts payable pursuant Debt Commitment Letter to add creditworthy lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Company Credit Facility to fully satisfy all principal, interest, fees, costs, and expenses owed to each holder of Indebtedness under the Company Credit Facility Debt Commitment Letter as of the anticipated Closing Date, together with appropriate wire instructions, and the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facility. (b) From the date of this Agreement until if the Initial Company Merger Effective Timeaddition of such parties, each individually or in the aggregate, would not reasonably be expected to delay or prevent the consummation of the Company Debt Financing or the Closing or (y) otherwise amend or replace the Debt Commitment Letter so long as (A) such amendment does not impose terms or conditions that would reasonably be expected to delay or prevent the Closing, (B) the terms do not reduce the aggregate amount of the Debt Financing as provided in the Debt Commitment Letter below the Required Amount and Parent shall(C) with respect to replacements, the replacement debt commitments otherwise satisfy the terms and shall cause their respective Subsidiaries to, cooperate with one another conditions of Alternative Financing set forth below. In the event of such amendment or replacement of the Debt Commitment Letter as reasonably requested permitted by the other Party, in connection with obtaining or refinancing any debt financing of Parentproviso to the immediately preceding sentence, the financing under such amended or replaced Debt Commitment Letter will be deemed to be “Debt Financing” as such term is used in this Agreement. Parent shall promptly notify the Company or their Affiliatesif, including by at any time prior to the Closing Date, (i) furnishing financial and other pertinent information of Parent, the Company Debt Commitment Letter shall expire or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company and its Subsidiaries, as applicablebe terminated for any reason, (ii) cooperating with any Financing Source that is a party to the creation and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and Debt Commitment Letter notifies Parent that such source no longer intends to provide financing to Parent or that Parent is in breach thereof or (iii) providing pertinent information for any reason Parent no longer believes in good faith that it will be able to obtain an aggregate amount of the Debt Financing as provided in the Debt Commitment Letter of at least the Required Amount. Parent will use its reasonable best efforts to (i) maintain in effect the Debt Commitment Letter (including any definitive agreements entered into in connection therewith), (ii) satisfy when required by the Debt Commitment Letter as in effect on the date of this Agreement all conditions in the Debt Commitment Letter applicable to Parent, Holdco, Rooster Merger Sub and Parent Merger Sub to obtaining the Company Debt Financing at or prior to the Closing, (iii) negotiate and their Subsidiaries that is required enter into definitive agreements with respect to the Debt Commitment Letter on terms and conditions consistent in connection all material respects with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” Debt Commitment Letter (as such terms and anti-money laundering rules conditions may be modified or adjusted in accordance with the terms hereof and regulations; provided, that the foregoing cooperation obligations shall be limited to such actions upon which the occurrence of the Closing is contingent.thereof and within the

Financing Matters. (a) Buyer is a party to and has accepted a fully executed commitment letter dated February 20, 2024 (together with all exhibits, schedules, annexes and other attachments thereto, collectively, as amended, supplemented, replaced, waived or otherwise modified in a manner not prohibited by Section 5.18(b), the “Debt Commitment Letter”) from the Financing Parties, pursuant to which the Financing Parties have agreed, subject to the terms and conditions thereof, to provide Debt Financing in the amounts set forth therein. The Company debt financing committed pursuant to the Debt Commitment Letter is collectively referred to in this Agreement as the “Debt Financing.” (b) Xxxxx has delivered to Transferor a true, complete and its Subsidiaries shall deliver correct copy of the executed Debt Commitment Letter and any fee letters related thereto, subject, in the case of such fee letters, to Parent at least one redactions of fee and other economic provisions (1including customary “flex” terms) Business Days in a manner customary for transactions of this type and that could not in any event adversely affect the conditionality, enforceability, availability, termination or aggregate gross amount of the Debt Financing. (c) Except as expressly set forth in the Debt Commitment Letter, there are no conditions precedent to the obligations of the Financing Parties to provide the Debt Financing or any contingencies that would permit the Financing Parties to reduce the total gross amount of the Debt Financing, including any condition or other contingency relating to the amount of availability of the Debt Financing pursuant to any “flex” provision. As of the date hereof, assuming satisfaction of the conditions to Closing set forth in Section 7.1 and Section 7.3, Buyer does not have any reason to believe that it will be unable to satisfy on a timely basis all material terms and conditions to be satisfied by it in the Debt Commitment Letter on or prior to the Closing Date a duly executed payoff letter in a customary form satisfactory to ParentDate, setting forth nor does Buyer have Knowledge that any of the total amounts payable pursuant Financing Parties will not perform its obligations thereunder. As of the date hereof, there are no side letters, understandings or other agreements, contracts or arrangements of any kind relating to the Company Credit Facility to fully satisfy all principalDebt Commitment Letter that could adversely affect the availability, interestconditionality, feesenforceability, costs, and expenses owed to each holder of Indebtedness under the Company Credit Facility as termination or aggregate gross amount of the anticipated Closing Date, together with appropriate wire instructions, and the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holder, all Indebtedness under the Company Credit Facility shall be discharged and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit FacilityDebt Financing. (b) From the date of this Agreement until the Initial Company Merger Effective Time, each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate with one another as reasonably requested by the other Party, in connection with obtaining or refinancing any debt financing of Parent, the Company or their Affiliates, including by (i) furnishing financial and other pertinent information of Parent, the Company or their Subsidiaries necessary to show the pro forma impact of the Transactions on Parent, the Company and its Subsidiaries, as applicable, (ii) cooperating with the creation and perfection of pledge and security instruments effective as of the Initial Company Merger Effective Time and (iii) providing pertinent information of Parent, the Company and their Subsidiaries that is required in connection with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; provided, that the foregoing cooperation obligations shall be limited to such actions upon which the occurrence of the Closing is contingent.

Financing Matters. (a) The Company and Without limiting the generality of Buyer’s obligations under Section 8F, Buyer shall use its Subsidiaries shall deliver commercially reasonable efforts to Parent at least one (1) Business Days prior take, or cause to the Closing Date a duly executed payoff letter in a customary form satisfactory to Parent, setting forth the total amounts payable pursuant to the Company Credit Facility to fully satisfy all principal, interest, fees, costs, and expenses owed to each holder of Indebtedness under the Company Credit Facility as of the anticipated Closing Date, together with appropriate wire instructions, and the agreement from the administrative agent under the Company Credit Facility that upon payment in full of all such amounts owed to such holderbe taken, all Indebtedness under actions and to do, or cause to be done, all things necessary, proper or advisable to arrange the Company Credit Facility shall be discharged Financing on the terms and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parent), the Obligations, Commitments and Loan Documents (each as defined conditions described in the Company Credit Facility) shall be terminated with respect to the Company and its Subsidiaries (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to the terms of such payoff letter) and equity securing the Company Credit Facility shall be immediately released and terminated without further action, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect of, such Company Credit Facility. (b) From the date of this Agreement until the Initial Company Merger Effective Time, each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate with one another as reasonably requested by the other Party, in connection with obtaining or refinancing any debt financing of Parent, the Company or their AffiliatesCommitment Letters, including by using commercially reasonable efforts to (i) furnishing financial and other pertinent information of Parent, maintain in effect the Company or their Subsidiaries necessary to show commitment for the pro forma impact of Financing set forth in the Transactions on Parent, the Company and its Subsidiaries, as applicableCommitment Letters, (ii) cooperating negotiate definitive agreements with respect thereto on the creation terms and perfection of pledge and security instruments effective as of conditions contemplated by the Initial Company Merger Effective Time Commitment Letters or, to the extent the financing contemplated by the Commitment Letters is not available to Buyer, on other terms not materially less favorable to Buyer and (iii) satisfy on a timely basis all conditions in such Commitment Letters applicable to Buyer and its Affiliates that are within their control. In the event that all conditions to the commitment of any counterparty to the Commitment Letters providing pertinent information such Financing (other than conditions relating to (a) the availability or funding of Parentany of the Equity Financing or the failure of any equity funding condition of similar effect in the Debt Commitment Letter, (b) the Company failure to deliver documents by Buyer, any Equity Sponsor or any of their respective Affiliates at the Closing, (c) the failure to pay costs, fees, expenses and other compensation contemplated by the Commitment Letters or related letters (including the Fee Letter) payable by Buyer (or other borrower thereunder), any Equity Sponsor or any of their Subsidiaries that is respective Affiliates to the lead arrangers, other lenders and administrative agents or any other Person, or (d) a breach in any material respect by Buyer (or other borrower thereunder), any Equity Sponsor or any of their Affiliates under the Commitment Letters or related letters) have been satisfied, Buyer shall use its commercially reasonable efforts to cause the lenders and the other Persons providing such Financing to fund when required hereunder the Financing required to consummate the transactions contemplated hereby (including by taking enforcement action to cause such lenders and the other Persons providing such Financing to fund such Financing). If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in connection with the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; provided, that the foregoing cooperation obligations shall be limited to such actions upon which Debt Commitment Letter for reasons other than (x) the occurrence of an Enterprise Gxxxx Xxxxxxxx Adverse Effect or (y) the actual or reasonably anticipated failure of the conditions to the Closing is contingentset forth in Section 2A to be satisfied or the actual or reasonably anticipated failure by Seller to satisfy the conditions to Closing set forth in Section 2B, then Buyer shall use its commercially reasonable efforts to arrange to obtain alternative financing in an amount at least sufficient to consummate the transactions contemplated by this Agreement from alternative sources on terms not materially less favorable to Buyer as promptly as practicable following the occurrence of such event but no later than the Business Day immediately prior to the Termination Date (the “Alternative Financing”). Buyer shall give Seller prompt notice of any material breach by any party to the Commitment Letters of which Buyer becomes aware or any termination of the commitments under the Commitment Letters. Buyer shall keep Seller informed on a reasonably current basis of the status of its efforts to arrange the Financing.

Financing Matters. (a) The Company BPS Buyer shall use its reasonable best efforts to consummate and its Subsidiaries shall deliver to Parent at least one (1) Business Days prior to obtain the Closing Date a duly executed payoff letter in a customary form satisfactory to Parent, setting forth the total amounts payable pursuant to the Company Credit Facility to fully satisfy all principal, interest, fees, costs, and expenses owed to each holder of Indebtedness under the Company Credit Facility as of the anticipated Closing Date, together with appropriate wire instructions, Equity Financing and the agreement from Debt Financing, including using reasonable best efforts to: (i) cause the administrative agent under Equity Financing Sources to maintain in effect the Company Credit Facility Equity Commitment Letters, (ii) maintain in effect the Debt Commitment Letter (provided that upon payment in full of all such amounts owed to such holderthe Debt Commitment Letter may be amended, all Indebtedness under the Company Credit Facility shall be discharged supplemented, modified and satisfied in full (other than contingent obligations not then due and obligations in respect of letters of credit and hedging arrangements with respect to which arrangements will be made to the satisfaction of the applicable issuing banks and hedge counterparties, respectively, and Parentreplaced as permitted below), the Obligations, Commitments (iii) negotiate and Loan Documents (each as defined in the Company Credit Facility) shall be terminated enter into definitive agreements with respect to the Company and its Subsidiaries Debt Financing (and the assets and equity of which secure such Indebtedness) and all liens on the Company and its Subsidiaries and their respective assets (other than liens securing obligations under letters of credit that may survive pursuant to “Definitive Agreements”), consistent with the terms of such payoff letterand conditions contained in the Debt Commitment Letter or on other terms satisfactory to BPS Buyer or otherwise not less favorable to BPS Buyer (as determined by BPS Buyer in good faith), than the terms and conditions contained in the Debt Commitment Letter, (iv) and equity securing the Company Credit Facility shall be immediately released and terminated without further actionsatisfy on a timely basis, together with any applicable documents necessary to evidence the release and termination of all liens on the Company and its Subsidiaries and their respective assets and equity securing, and any guarantees by the Company and its Subsidiaries in respect or obtain a waiver of, all conditions applicable to such Company Credit FacilityFinancing that are applicable to BPS Buyer and within BPS Buyer’s control and (v) enforce its rights under the Debt Commitment Letter. (b) From BPS Buyer shall not, without the date prior written consent of this Agreement until the Initial Company Merger Effective Time, each of the Company and Parent shall, and shall cause their respective Subsidiaries to, cooperate with one another as reasonably requested by the other Party, in connection with obtaining or refinancing any debt financing of Parent, the Company or their Affiliates, including by Sellers: (i) furnishing financial permit any amendment or modification to, or any waiver of any provision or remedy under, the Commitment Letters or the Definitive Agreements if such amendment, modification, waiver or remedy (A) adds new (or expands or adversely modifies any existing) conditions to the consummation of all or any portion of the Financing in a manner that would materially delay or prevent funding of the Financings on the Closing Date, (B) reduces the amount of the Financing to be funded on the Closing Date; (C) would be reasonably expected to make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Debt Financing less likely to occur or (D) adversely affects the ability of BPS Buyer to enforce its rights against any of the other parties to the Commitment Letters; provided that no consent of Sellers shall be required (x) to add lenders, lead arrangers, bookrunners, syndication agents or similar creditworthy (as determined by BPS Buyer in good faith) entities that have not executed the Debt Commitment Letters as of the Execution Date and to assign or reassign or reallocate commitments or roles to such additional lenders, lead arrangers, bookrunners, syndication agents or similar entities and to grant customary rights in connection therewith, and other pertinent information technical or ministerial changes related thereto, or (y) for any replacement of Parentthe Debt Financing contemplated by Section 4.29(c) below. Buyers shall promptly furnish to Sellers true and complete copies of any amendment, supplement or modification to, or any written waiver of any provision or remedy under, the Company or their Subsidiaries necessary to show Debt Commitment Letter. (c) In the pro forma impact event that any portion of the Transactions Debt Financing becomes unavailable and such portion is reasonably required to satisfy all of BPS Buyer’s obligations under this Agreement and under the Commitment Letters required to be paid on Parentthe Closing Date, BPS Buyer will (i) use its reasonable best efforts to obtain alternative debt financing (in an amount sufficient, when taken together with Cash Equity and the Company available portion of the Debt Financing, to satisfy all of BPS Buyer’s obligations under this Agreement and its Subsidiaries, under the Commitment Letters required to be paid on the Closing Date) from the same or other sources on terms and conditions not materially less favorable (taken as applicable, a whole) to BPS Buyer (as determined by BPS Buyer in good faith) than those contained in the Debt Commitment Letter and in any event that do not expand in any material respect the conditions to the funding of the Debt Financing and (ii) cooperating promptly notify Sellers and the Companies of such unavailability. 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 creation and perfection of pledge and security instruments effective as time in question). Upon the request of the Initial Company Merger Effective Time Sellers, BPS Buyer shall inform the Sellers in reasonable detail of the status of its efforts to arrange the Debt Financing. BPS Buyer shall reasonably promptly notify Sellers and (iii) providing pertinent information the Companies in writing of Parentany breach, termination, repudiation or default received in writing by any party to any Commitment Letter or any Definitive Agreement of which the Company and their Subsidiaries that is required in connection BPS Buyer has knowledge or the receipt of any written notice or other written communication from any Lender, Equity Financing Source, or other financing source with respect to any breach, default, termination or repudiation by any party to any Commitment Letter or any Definitive Agreement of any provision thereof of which the applicable debt financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsBPS Buyer has knowledge; provided, however, that nothing in this sentence or the foregoing cooperation obligations immediately preceding sentence shall be limited require BPS Buyer to such actions upon which disclose any information that is subject to the occurrence of the Closing is contingentattorney client or work product privilege.