Common use of Financing Matters Clause in Contracts

Financing Matters. (a) Purchaser has had discussions with one or more banks, financial institutions or other public or private financing sources (the "Lending Sources") to determine the available terms of financing and reasonably expects that such commitments regarding junior or subordinated debt financing, together with equity contributions to the Purchaser made or to be made by certain stockholders of the Purchaser (collectively, the "Commitments"), sufficient to consummate the transactions contemplated by the Merger Agreement, will be obtainable from such Lending Sources and stockholders of the Purchaser, as the case may be. The Company acknowledges that the Lending Sources have not had the opportunity to complete due diligence on all aspects of the Company's operations, agreements and finances, including with respect to the Company's operations for the period ended December 30, 2000, and that the results of such investigation may result in the Commitments being unavailable or available only in amounts and on terms not acceptable to the Purchaser. (b) The Company agrees to provide, and will cause its Subsidiaries and its and their respective officers, employees and advisors to provide, all cooperation reasonably necessary in connection with the arrangement of any financing to be consummated contemporaneously with or at or after the expiration of the Effective Time in respect of the transactions contemplated by this Agreement, including participation in meetings and, due diligence sessions, the execution and delivery of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of the chief financial officer of the Company, comfort letters of accountants and legal opinions as may be reasonably requested by Purchaser and taking such other actions as are reasonably required to be taken by the Company in the Commitments, provided that Purchaser shall use reasonable efforts not to materially interfere with the duties of such officers, employees and advisors such that the Company's business and results of operations would be materially adversely affected thereby. (c) The Company has entered into or agrees to enter into the engagement letter agreement (the "Xxxxx Engagement Letter") among Xxxxx Associates Incorporated, LEG Partners III SBIC, L.P., LEG Partners Debentures SBIC, L.P. the Purchaser and the Company. (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall not enter into any Commitments or any other letters, agreements or other documents contemplated by Sections 4.16(b), 4.16(c) or 5.2(f) if, in the aggregate, such Commitments, letters, agreements or other documents obligate the Company to pay more than $400,000.00 of fees, costs and expenses (excluding contingent liabilities such as indemnification obligations), without the prior consent of the Special Committee.

Financing Matters. (a) Purchaser has had discussions with one Match shall use its reasonable best efforts to take, or more bankscause to be taken, financial institutions all actions, and to do, or other public cause to be done, all things necessary or private advisable to obtain, as promptly as practicable after the date hereof, additional financing sources commitments under the Existing Match Facility or otherwise in an aggregate amount not less than $100,000,000 (the "Lending Sources") to determine the available terms of financing and reasonably expects that such commitments regarding junior or subordinated debt financing, together with equity contributions to the Purchaser made or to be made by certain stockholders of the Purchaser (collectively, the "Commitments"“Credit Facility Upsize”), sufficient to consummate the transactions contemplated by the Merger Agreement, will be obtainable from such Lending Sources and stockholders of the Purchaser, as the case may be. The Company acknowledges that the Lending Sources have not had the opportunity to complete due diligence on all aspects of the Company's operations, agreements and finances, including with respect to the Company's operations for the period ended December 30, 2000, and that the results of such investigation may result in the Commitments being unavailable or available only in amounts and on terms not acceptable to the Purchaser. (b) The Company agrees Prior to providethe Reclassification Effective Time, Match shall use its reasonable best efforts to take, or cause to be taken, all actions, and will to do, or cause its Subsidiaries and its and their respective officers, employees and advisors to providebe done, all cooperation reasonably things necessary or advisable to maintain or obtain sufficient funds to make the Match Loan, including, if necessary, by (i) obtaining debt financing from third parties (any such financing, “Debt Financing”), (ii) incurring loans under the Existing Match Facility including pursuant to the Credit Facility Upsize, (iii) entering into amendments or modifications or obtaining consents or waivers in connection with relation to agreements governing existing Indebtedness or other financing arrangements of Match or the arrangement other members of any financing its Group, or (iv) using the outstanding cash balances of Match or the other members of its Group to be consummated contemporaneously with or at or after make the expiration of the Effective Time in respect of the transactions contemplated by this Agreement, including participation in meetings and, due diligence sessionsMatch Loan. At Match’s request, the execution IAC Parties shall use their commercially reasonable efforts to, and delivery of any commitment lettersshall use their commercially reasonable efforts to cause their Representatives to, underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of the chief financial officer of the Company, comfort letters of accountants and legal opinions provide to Match such customary cooperation as may be reasonably requested by Purchaser and taking Match to assist Match in arranging Debt Financing; provided that (A) no such other actions as are reasonably cooperation shall be required to the extent that it would (1) require any member of the IAC Group to incur any fee, expense or other liability prior to the Match Merger Effective Time for which it is not promptly reimbursed or indemnified by Match or (2) be taken by reasonably expected to cause any director, officer or employee of any member of the Company in IAC Group to incur any personal liability and (B) Merger Sub shall not be required to enter into, execute, or approve any agreement or other documentation prior to the Commitments, provided Closing or agree to any change or modification of any existing agreement or other documentation that Purchaser shall use reasonable efforts not to materially interfere with the duties of such officers, employees and advisors such that the Company's business and results of operations would be materially adversely affected therebyeffective prior to the Closing (other than the execution of customary authorization and representation letters). (c) The Company has entered Prior to the Closing, IAC may enter into agreements with one or more Third Parties pursuant to which IAC agrees to enter into sell shares of IAC Class M Common Stock (or New Match Common Stock), or another security which will represent shares of IAC Class M Common Stock or New Match Common Stock upon the engagement letter agreement Match Merger Effective Time, (the "Xxxxx Engagement Letter"“IAC Class M Equity Offering”), and providing for customary registration rights with respect to the related shares of IAC Class M Common Stock (or New Match Common Stock); provided, however, that any agreement granting rights to such Third Party that would survive the Match Merger Effective Time shall require Match’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed, it being understood that it shall be unreasonable to withhold, condition or delay consent with respect to customary registration rights); provided, further, that the number of shares sold in the IAC Class M Equity Offering shall not exceed the IAC Class M Equity Offering Cap. Match shall cooperate, and shall cause its Representatives to cooperate, at IAC’s sole cost and expense, in connection with the arrangement, execution and settlement of the IAC Class M Equity Offering as reasonably requested by IAC. Such assistance shall include, but not be limited to: (i) among Xxxxx Associates Incorporatedfacilitating and participating in a reasonable number of meetings, LEG Partners III SBICpresentations, L.P.roadshows, LEG Partners Debentures SBICdue diligence sessions, L.P. and any other sessions with prospective investors, in each case at reasonable times and locations mutually agreed; and (ii) facilitating and otherwise providing for the Purchaser settlement of the securities sold pursuant to the IAC Class M Equity Offering in accordance with the applicable requirements set forth in any agreements pursuant to which such securities were sold and at a time and in a manner reasonably acceptable to New IAC; and (iii) the Companyprovision of information as reasonably required in connection with any applicable disclosure document and assistance in obtaining customary representation letters, comfort letters, or similar instruments. (d) Notwithstanding anything Immediately following the closing of the IAC Class M Equity Offering, New Match shall transfer to New IAC any and all proceeds it receives pursuant to the contrary contained in this Agreement, the Company shall not enter into any Commitments or any other letters, agreements or other documents contemplated by Sections 4.16(b), 4.16(c) or 5.2(f) if, in the aggregate, such Commitments, letters, agreements or other documents obligate the Company to pay more than $400,000.00 of fees, costs and expenses (excluding contingent liabilities such as indemnification obligations), without the prior consent of the Special CommitteeIAC Class M Equity Offering.

Financing Matters. (a) Purchaser has had discussions with one or more banks, financial institutions or other public or private financing sources (the "Lending Sources") to determine the available terms of financing and reasonably expects that such commitments regarding junior or subordinated debt financing, together with equity contributions Prior to the Purchaser made or to be made by certain stockholders of the Purchaser (collectivelyClosing, the "Commitments"), sufficient to consummate the transactions contemplated by the Merger Agreement, will be obtainable from such Lending Sources and stockholders of the Purchaser, as the case may be. The Company acknowledges that the Lending Sources have not had the opportunity to complete due diligence on all aspects of the Company's operations, agreements and finances, including with respect to the Company's operations for the period ended December 30, 2000Seller shall, and that shall cause the results of such investigation may result in the Commitments being unavailable or available only in amounts and on terms not acceptable to the Purchaser. (b) The Company agrees to provide, and will cause its Subsidiaries and its Acquired Companies and their respective officersRepresentatives to, employees use their reasonable best efforts, at the sole cost and advisors expense of Purchaser, to provide, all cooperation reasonably necessary cooperate with Purchaser in connection with the Purchaser’s arrangement and obtaining of any third party debt financing to be consummated contemporaneously with or at or after the expiration customary for transactions of the Effective Time in respect of type contemplated hereby (the transactions contemplated by this Agreement, including participation in meetings and, due diligence sessions, the execution and delivery of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of the chief financial officer of the Company, comfort letters of accountants and legal opinions “Debt Financing”) as may be reasonably requested by Purchaser and taking such other actions as are is customary for financings of the type contemplated in connection with the Debt Financing, including using reasonable best efforts to: (i) cause appropriate members of Seller’s and the Acquired Companies’ management teams to participate in a reasonable number of lender meetings and calls and ratings agency presentations (including with respect to prospective lenders and rating agencies), in each case, upon reasonable notice at mutually agreed times and places; (ii) assist Purchaser with the preparation of customary materials for rating agency presentations, confidential information memoranda and similar documents customary in connection with the Debt Financing; (iii) provide customary authorization and representation letters; (iv) reasonably assist Purchaser with Purchaser’s preparation of any definitive documents and the schedules thereto, in each case, customarily required to be taken delivered for financings of the type contemplated by the Debt Financing, and otherwise reasonably assist in facilitating the pledging of collateral contemplated by the Debt Financing (provided that, the delivery of any possessory collateral of any Acquired Company shall not be required as a condition to the Closing), as may be reasonably requested by Purchaser; and (v) furnish to Purchaser the Company Financial Statements and other information regarding the Acquired Companies as may be reasonably requested by Purchaser. (b) Notwithstanding the foregoing or anything else contained herein to the contrary, nothing in this Section 6.15 shall require Seller, the CommitmentsAcquired Companies or any of their respective Affiliates or Representatives (i) to execute or approve any agreements or documents in connection with the Equity Financing or the Debt Financing (other than as expressly set forth in Section 6.15(a)(iii) above) that would be effective prior to the Closing, provided (ii) to engage in any cooperation that Purchaser shall use reasonable efforts not to materially would unreasonably interfere with the duties normal operations of Seller or the Acquired Companies, (iii) to provide cooperation that Seller reasonably believes would (A) conflict with or result in a violation of any material Contract or any Law, (B) result in the loss of attorney-client privilege or other similar legal privilege, (C) conflict with or violate Seller’s or its Subsidiaries’ organizational documents or (D) cause any of Seller’s representations, warranties, covenants or other obligations in this Agreement to be breached or any condition set forth in Section 7.01 or Section 7.02 to fail to be satisfied, (iv) to approach any third parties prior to the Closing to discuss agreements limiting the rights of such officersthird parties, employees (v) to consent to the pre-filing of UCC-1s or the grant of liens on Seller’s or its Subsidiaries’ assets prior to the Closing, (vi) to give representations or warranties to any third parties, or the indemnification thereof, by Seller or the Acquired Companies prior to the Closing, (vii) to waive or amend any terms of this Agreement, (viii) to cause any director, officer or employee of Seller or the Acquired Companies to incur any personal liability, (ix) to require the Acquired Companies to enter into any resolutions or take any similar action approving the Equity Financing or the Debt Financing before the Closing (it being understood and advisors agreed that such actions may occur substantially concurrently with the Closing), (x), to deliver any projections, pro forma information or financial statements not otherwise expressly required hereby or in a form or subject to a standard different than those provided to Purchaser on or prior to the date hereof or (xi) to deliver any legal opinions or accountants’ cold comfort letters or reliance letters. Additionally, nothing in this Section 6.15 shall require Seller, the Acquired Companies or any of their respective Affiliates to pay or incur any fee or incur or assume any liability or obligation under or in connection with the Equity Financing or the Debt Financing prior to the Closing (other than as are expressly reimbursable or payable by Purchaser and except for the obligation to deliver the customary authorization and representation letters referenced above). Purchaser agrees that the Company's business effectiveness of any documents executed by or on behalf of Seller in connection with the Equity Financing or the Debt Financing shall be subject to, and results shall not be effective until, the consummation of operations would the Closing. All non-public or otherwise confidential information regarding Seller, the Acquired Companies or any of their respective Subsidiaries or Affiliates obtained by Purchaser pursuant to this Section 6.15 shall be materially adversely affected therebykept confidential in accordance with the terms of the Confidentiality Agreement. Purchaser will promptly reimburse Seller after written request therefor for any reasonable and documented third-party out-of-pocket expenses incurred or otherwise payable by Seller prior to the Closing in connection with its cooperation pursuant to this Section 6.15. (c) The Company has entered into Purchaser shall use its reasonable best efforts to take, or agrees cause to enter into be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable to arrange and obtain the engagement letter agreement Equity Financing on the terms and conditions described in the Equity Commitment Letter on or prior to the Closing Date, including maintaining in effect the Equity Commitment Letter and using reasonable best efforts to (i) consummate the "Xxxxx Engagement Equity Financing at or prior to the Closing if all of the conditions set forth in Article VII have been satisfied and (ii) comply with its obligations under the Equity Commitment Letter") among Xxxxx Associates Incorporated, LEG Partners III SBIC, L.P., LEG Partners Debentures SBIC, L.P. the Purchaser and the Company. (d) Notwithstanding anything Purchaser shall give Seller prompt written notice (i) of any breach (or threatened breach) or default (or any event or circumstance that would reasonably be expected to give rise to any breach or default) by Purchaser, or to the contrary contained Knowledge of Purchaser, any party to the Equity Commitment Letter or other definitive agreements with respect thereto, (ii) if and when Purchaser reasonably believes that any portion of the Equity Financing contemplated by the Equity Commitment Letter is not reasonably expected to be available on the terms, in the manner or from the sources contemplated by the Equity Commitment Letter, (iii) of the receipt of any written notice or other written communication from any party to the Equity Commitment Letter with respect to any actual or potential breach, default, termination or repudiation by any party to the Equity Commitment Letter or other definitive agreements with respect thereto, (iv) of any material dispute or disagreement between or among any parties to the Equity Commitment Letter or any definitive agreements related to the Equity Financing with respect to the obligation to fund the Equity Financing or the amount of the Equity Financing to be funded at the Closing and (v) of any expiration or termination of the Equity Commitment Letter or other definitive agreements with respect thereto. Purchaser shall not, without Seller’s prior written consent, permit or consent to any (1) assignment of the Equity Commitment Letter, (2) amendment, waiver, supplement or modification to be made to the Equity Commitment Letter if such amendment, waiver, supplement or modification would reasonably be expected to (A) materially impair or prevent the consummation of the transactions contemplated hereby, (B) reduce the aggregate amount of the Equity Financing below that required to satisfy all of the Closing Date payment obligations of Purchaser under this Agreement, (C) impose new or additional conditions or otherwise expand, amend or modify any of the Company conditions to the receipt of the Equity Financing, or (D) otherwise materially and adversely affect the ability of Purchaser to consummate the transactions contemplated hereby or would otherwise reasonably be expected to prevent, impede or materially delay the consummation of the Closing. In addition to the foregoing, Purchaser shall not enter into any Commitments release or any other letters, agreements or other documents contemplated by Sections 4.16(b), 4.16(c) or 5.2(f) if, in consent to the aggregate, such Commitments, letters, agreements or other documents obligate the Company to pay more than $400,000.00 of fees, costs and expenses (excluding contingent liabilities such as indemnification obligations), without the prior consent termination of the Special CommitteeEquity Commitment Letter or of any Equity Financing Source in accordance with the terms of the Equity Commitment Letter prior to the first to occur of the Closing and the expiration or termination of the Equity Commitment Letter in accordance with its terms, except with Seller’s prior written consent.

Financing Matters. (a) Purchaser has had discussions From the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with one its term, the Company shall use its reasonable best efforts to, and shall use its reasonable best efforts to cause its Representatives to, provide, at Parent’s sole expense, such customary cooperation and customary and readily available financial information and data, in each case, that is reasonably requested by Parent in connection with any debt financing (explicitly excluding, for the avoidance of doubt, the Parent Funding) obtained by Parent or more banks, financial institutions or other public or private financing sources (any of its Subsidiaries for the "Lending Sources") to determine the available terms purpose of financing and reasonably expects that the transactions contemplated hereby (any such commitments regarding junior or subordinated debt financing, together with equity contributions a “Debt Financing”) (it being understood that the receipt of any such Debt Financing is not a condition to the Purchaser made Merger or to be made by certain stockholders any of the Purchaser (collectively, the "Commitments"), sufficient to consummate the other transactions contemplated by hereby); provided, however, that no such cooperation shall be required to the Merger Agreement, will be obtainable from such Lending Sources and stockholders of extent it would (i) unreasonably disrupt or interfere with the Purchaser, as the case may be. The Company acknowledges that the Lending Sources have not had the opportunity to complete due diligence on all aspects conduct of the Company's operations’s business, agreements (ii) require the Company or any of its Subsidiaries to incur any fees, expenses or other liability prior to the Effective Time for which it is not promptly reimbursed, (iii) require any director, officer or employee of the Company or any of its Subsidiaries to deliver, or be required to deliver, any certificate or take any action that would reasonably be expected to result in any personal liability, (iv) require the Company to waive or amend any terms of this Agreement, (v) require the Company or any of its Subsidiaries to provide any information that is prohibited or restricted by applicable Law or is privileged and financesdisclosure of which would result in a loss of such privilege, including (vi) require the Company or any of its Subsidiaries to prepare or deliver any financial statements other than any such financial statements that are required to be prepared and delivered by the Company pursuant to Section 5.2, (vii) require the Company or any of its Subsidiaries to enter into, amend or modify any agreement or commitment that would not be conditioned on the occurrence of, or would be effective prior to, the Effective Time (other than customary authorization and representation letters) or (viii) require the Company or any of its Subsidiaries, or any of their respective directors, managers or officers, to take any action to authorize any formal corporate or similar action with respect to the Company's operations Debt Financing that is not subject to the occurrence of the Effective Time; provided, further, however, that (A) Parent covenants and agrees that any offering documents, lender and investor presentations, rating agency presentations, bank information memoranda or other marketing materials in connection with any Debt Financing contemplated by this Section 5.12(a) shall contain disclosures and disclaimers exculpating the Company and its Subsidiaries and their respective directors and officers with respect to any liability related to the contents or use thereof by the recipients thereof, and (B) notwithstanding any other provision set forth herein, nothing herein shall require any director, manager or officer of the Company or any of its Subsidiaries who will not continue to hold such position following the Effective Time to execute any resolution(s) or written consent(s), or any certification, instrument or agreement, in connection with the any financing contemplated by this Section 5.12(a). Notwithstanding anything to the contrary set forth herein, neither any breach or violation by the Company of, or any failure by the Company to comply with, this Section 5.12(a), nor any failure of Parent to obtain any Debt Financing contemplated by this Section 5.12(a) (regardless of whether or not the Company shall have complied with its obligations under this Section 5.12(a)), shall (i) be deemed a breach or violation by the Company of, or a failure by the Company to comply with, this Agreement for any purpose, (ii) be deemed a failure by the Company to perform and comply in all material respects with its covenants under this Agreement for the period ended December 30purposes of Section 6.3(b) or (iii) permit Parent to terminate this Agreement pursuant to Section 7.1(f) or otherwise, 2000unless in each case such breach, violation or failure by the Company is a Willful and that Material Breach and directly causes the results of such investigation may result in the Commitments being unavailable or available only in amounts and on terms Debt Financing not acceptable to the Purchaserbe obtained. (b) The Company agrees Parent shall use its reasonable best efforts to providetake, and will or cause its Subsidiaries and its and their respective officers, employees and advisors to providebe taken, all cooperation reasonably necessary in connection with the arrangement of any financing actions and do, or cause to be consummated contemporaneously with done, all things necessary, proper or advisable to obtain the proceeds of the Parent Funding at or after prior to the expiration Effective Time on the terms and conditions set forth in the Subscription Agreement, including (i) complying with and performing all of its obligations under the Subscription Agreement that arise prior to the Effective Time, (ii) maintaining the Subscription Agreement in full force and effect in accordance with its terms until the earlier of the Effective Time and the termination of this Agreement in respect accordance with its terms, (iii) satisfying on a timely basis all conditions to the Parent Funding set forth in the Subscription Agreement, (iv) prior to the Effective Time, enforcing each of its rights under the Subscription Agreement (including, the right to seek specific performance of each of the Investor’s obligations under the Subscription Agreement pursuant to Section 9.21(a) of the Subscription Agreement) and (v) consummating the Parent Funding at or prior to the Effective Time, including by enforcing its rights under the Subscription Agreement to cause the funding of the Parent Funding at or prior to the Effective Time (including, the right to seek specific performance of each Investor’s obligation to fund a portion of the Parent Funding pursuant to Section 9.21(b) of the Subscription Agreement). (c) Except to the extent specifically provided in Section 1.1(c) and Section 1.1(d) of the Subscription Agreement, Parent shall not replace, amend, supplement, modify, terminate or waive the Subscription Agreement or any provision thereof without the Company’s prior written consent that (i) adds any new conditions (or modifies in a manner adverse to Parent any existing condition) to the consummation of the Parent Funding, (ii) reduces the amount of the Parent Funding, (iii) adversely affects the ability of Parent to enforce its rights against the Investors or the Subscription Agreement, (iv) adversely affects the rights of the Company as a third party beneficiary of the Subscription Agreement, (v) adversely affects the rights or ability of the Company to specifically enforce the obligations of the Investors under the Subscription Agreement, to the extent provided in Section 9.20 of the Subscription Agreement or (vi) would reasonably be expected to prevent or materially impair the consummation of the Merger and the other transactions contemplated by this Agreement, including participation in meetings and, due diligence sessions, . Without limiting the execution foregoing and delivery of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of the chief financial officer of the Company, comfort letters of accountants and legal opinions as may be reasonably requested by Purchaser and taking such other actions as are reasonably required to be taken by the Company in the Commitments, provided that Purchaser shall use reasonable efforts not to materially interfere with the duties of such officers, employees and advisors such that the Company's business and results of operations would be materially adversely affected thereby. (c) The Company has entered into or agrees to enter into the engagement letter agreement (the "Xxxxx Engagement Letter") among Xxxxx Associates Incorporated, LEG Partners III SBIC, L.P., LEG Partners Debentures SBIC, L.P. the Purchaser and the Company. (d) Notwithstanding notwithstanding anything to the contrary contained set forth in this the Subscription Agreement, in no event shall Parent consent to or permit (including by amendment, waiver or otherwise) any assignment, reduction or novation of any commitment of any Investor under the Company shall not enter into any Commitments or any other letters, agreements or other documents contemplated by Sections 4.16(b), 4.16(c) or 5.2(f) if, in the aggregate, such Commitments, letters, agreements or other documents obligate the Company to pay more than $400,000.00 of fees, costs and expenses (excluding contingent liabilities such as indemnification obligations), without the prior consent of the Special CommitteeSubscription Agreement.

Financing Matters. (a) Purchaser has had discussions From the date of this Agreement until the Effective Time, the parties shall, and shall cause their Subsidiaries to, cooperate with one or more banks, financial institutions or another as reasonably requested by any other public or private financing sources (the "Lending Sources") to determine the available terms of financing and reasonably expects that such commitments regarding junior or subordinated debt financing, together with equity contributions to the Purchaser made or to be made by certain stockholders of the Purchaser (collectively, the "Commitments"), sufficient to consummate the transactions contemplated by the Merger Agreement, will be obtainable from such Lending Sources and stockholders of the Purchaser, as the case may be. The Company acknowledges that the Lending Sources have not had the opportunity to complete due diligence on all aspects of the Company's operations, agreements and finances, including with respect to the Company's operations for the period ended December 30, 2000, and that the results of such investigation may result in the Commitments being unavailable or available only in amounts and on terms not acceptable to the Purchaser. (b) The Company agrees to provide, and will cause its Subsidiaries and its and their respective officers, employees and advisors to provide, all cooperation reasonably necessary party hereto in connection with obtaining or refinancing any debt financing of Parent, Company or their Affiliates, including by using reasonable best efforts to (i) furnish financial and other pertinent information of Parent, Company or their Subsidiaries necessary to show the arrangement of any financing to be consummated contemporaneously with or at or after the expiration of the Effective Time in respect pro forma impact of the transactions contemplated by this AgreementAgreement on Parent, including participation in meetings andCompany and its Subsidiaries, due diligence sessionsas applicable, (ii) cooperate with the execution creation and delivery perfection of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate instruments effective as of the chief financial officer Effective Time and (iii) provide pertinent information of Parent, Company and their Subsidiaries in connection with the Company, comfort letters of accountants applicable debt financing (1) required by U.S. regulatory authorities under applicable “know your customer” and legal opinions anti-money laundering rules and regulations or (2) as may otherwise be reasonably requested by Purchaser and taking such other actions as are reasonably required to be taken by customarily needed for refinancings or debt financings of the Company in the Commitments, type contemplated; provided that Purchaser such party shall use be reimbursed for any reasonable efforts not out-of-pocket costs incurred by such party in connection with such cooperation with respect to materially interfere with the duties of such officers, employees and advisors such that the Company's business and results of operations would be materially adversely affected therebyother party’s debt financing. (c) The Company has entered into or agrees to enter into the engagement letter agreement (the "Xxxxx Engagement Letter") among Xxxxx Associates Incorporated, LEG Partners III SBIC, L.P., LEG Partners Debentures SBIC, L.P. the Purchaser and the Company. (db) Notwithstanding anything to the contrary contained in Section 6.15(a), nothing in this Section 6.15 shall require any such cooperation to the extent that it would (i) require the parties hereto or any of their respective Subsidiaries or their respective Representatives, as applicable, to waive or amend any terms of this Agreement, (ii) unreasonably interfere with the ongoing business or operations of such party or any of its Subsidiaries, (iii) require a party or any of its Subsidiaries to take any action that will conflict with or violate the organizational documents of such party or any Laws or result in the contravention of, or that would reasonably be expected to result in a violation or breach of, or default under, any Parent Material Contract or Company shall not Material Contract, as the case may be, or (iv) require a party or any of its Subsidiaries to enter into or approve any Commitments financing, pledge, security or any other letters, agreements or other documents contemplated by Sections 4.16(b), 4.16(c) or 5.2(f) if, similar agreement in connection with the aggregate, such Commitments, letters, agreements or other documents obligate foregoing prior to the Company to pay more than $400,000.00 of fees, costs and expenses (excluding contingent liabilities such as indemnification obligations), without the prior consent of the Special CommitteeEffective Time.

Financing Matters. (a) Purchaser has had discussions with one Prior to Closing, Buyer shall use commercially reasonable efforts to obtain debt financing through an expansion of Buyer’s existing credit facility or more banks, financial institutions or other public or private alternative debt financing sources (the "Lending Sources") to determine the available terms of financing and reasonably expects that such commitments regarding junior or subordinated debt financing, together with equity contributions to the Purchaser made or to be made by certain stockholders of the Purchaser (collectively, the "Commitments"“Financing”), sufficient to consummate the transactions contemplated by the Merger Agreement, will be obtainable from such Lending Sources and stockholders of the Purchaser, as the case may be. The Company acknowledges that the Lending Sources have not had the opportunity to complete due diligence on all aspects of the Company's operations, agreements and finances, including with respect to the Company's operations for the period ended December 30, 2000, and that the results of such investigation may result in the Commitments being unavailable or available only in amounts and on terms not acceptable to the Purchaser. (b) The From the date hereof through the earlier of (x) the Closing Date and (y) termination of this Agreement pursuant to Section 8.1, the Company agrees shall use its commercially reasonable efforts to provide, and will cause its Subsidiaries and its and their respective officers, employees and advisors to provide, all provide reasonable cooperation reasonably necessary in connection with the arrangement of any financing to be consummated contemporaneously with or at or after the expiration of the Effective Time in respect of the transactions contemplated by this Agreement, including participation in meetings and, due diligence sessions, the execution and delivery of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of the chief financial officer of the Company, comfort letters of accountants and legal opinions Financing as may be reasonably requested by Purchaser and taking such other actions as are reasonably required to be taken by the Company Buyer in the Commitments, provided a manner that Purchaser shall use reasonable efforts does not to materially unreasonably interfere with the duties ongoing operations of such officers, employees the Company and advisors such that the Company's business and results of operations would be materially adversely affected therebyits Subsidiaries. (c) The Notwithstanding the foregoing, (i) the Company has entered into shall not be required to provide, or agrees to cause its Subsidiaries to provide, cooperation under this Section 5.10 that (x) causes any representation or warranty in this Agreement to be breached, (y) causes any closing condition set forth in Article VI to fail to be satisfied or otherwise causes the breach of this Agreement or any Contract, or (z) requires the Company, any of its Subsidiaries, or any of their respective pre-Closing directors, officers, managers or employees to execute, deliver or enter into, or perform any agreement, document or instrument with respect to the Financing that become effective prior to Closing; (ii) none of the Company, any of its Affiliates or any of their respective officers, directors, employees, representatives or agents shall be required to incur any liability or obligation (including any obligation to pay any commitment or other fee) in respect of any assistance provided in connection with the Financing (other than any such liability, obligation, commitment or fee that is subject to reimbursement or indemnification as set forth below), (iii) any rating agency presentations, bank information memoranda, financing marketing materials or similar documents required or used in connection with the Financing shall contain customary disclosures exculpating the Company and their respective Affiliates with respect to any liability related to the contents or use thereof by the recipients thereof, (iv) the Company and their Affiliates shall not be required to issue any offering document, (v) neither the Company nor any of their respective Affiliates shall be required to obtain any other consent or any agreement from any other Person that requires any Group Company to incur any out-of-pocket cost that is not reimbursed or indemnified as set forth below, (vi) the Company shall not be required to consent to the pre-filing of UCC-1 financing statements or any other grant of any Lien or other encumbrances and (vii) the boards of directors of the Company or its respective Affiliates shall not be required to enter into any resolutions or take similar action, in each case, that becomes effective prior to Closing. All nonpublic or otherwise confidential information regarding the engagement letter agreement (business obtained by Buyer and its financing sources pursuant to this Section 5.10 shall be kept confidential in accordance with the "Xxxxx Engagement Letter") among Xxxxx Associates IncorporatedConfidentiality Agreement, LEG Partners III SBICexcept that Buyer shall be permitted to disclose such information to the lender under the Financing and its officers, L.P.employees, LEG Partners Debentures SBICrepresentatives and advisors in connection with the Financing, L.P. subject to customary confidentiality provisions. In no event shall the Purchaser and Company be in breach of this Section 5.10 because of the Companyfailure to deliver any financial or other information that is not currently readily prepared in the Ordinary Course at the time requested by Buyer or for the failure to obtain review of any financial or other information by its accountants. (d) Notwithstanding anything to the contrary contained in this Agreementcontrary, the condition set forth in Section 6.2(b), as it applies to the Company’s and the Sellers’ obligations under this Section 5.10, shall be deemed satisfied unless the Financing has not been obtained primarily as a result of the Company’s material breach of its obligations under this Section 5.10 (which breach has not been cured within five (5) Business Days after receipt of written notice thereof by Buyer). (e) In no event shall the Company shall not enter into any Commitments or any other letters, agreements of its Subsidiaries be required to pay any commitment or other documents contemplated similar fee or incur any liability or expense in connection with assisting Buyer in arranging the Financing or as a result of any information provided by Sections 4.16(b), 4.16(c) or 5.2(f) if, in the aggregate, such Commitments, letters, agreements or other documents obligate the Company or its Affiliates in connection therewith. Buyer shall indemnify and hold harmless the Company and its Affiliates and each of their respective officers, directors, employees, representatives or agents from and against any and all Losses suffered or incurred by any of them in connection with any of their cooperation or assistance with respect to pay more than $400,000.00 the Financing or the provision of any information utilized in connection therewith or otherwise arising from the Financing. Buyer shall from time to time, promptly upon request by the Company or the Stockholders’ Representative, reimburse the Company and its Affiliates and each of their respective officers, directors, employees, representatives or agents for any and all reasonable and documented out-of-pocket fees, costs or expenses (including reasonable third party fees, costs and expenses (excluding contingent liabilities such as indemnification obligations)of counsel, without accountants and other advisors) actually incurred by any of them in connection with any of their cooperation or assistance with respect to the prior consent Financing or the provision of any information utilized in connection therewith or otherwise arising from the Special CommitteeFinancing.

Financing Matters. (a) Purchaser has had discussions with one or more banks, financial institutions or other public or private financing sources Buyer shall use its reasonable best efforts to consummate and obtain the Equity Financing and the Debt Financing (the "Lending Sources") to determine the available terms of financing and reasonably expects that such commitments regarding junior or subordinated debt financing, together with equity contributions to the Purchaser made or to be made by certain stockholders of the Purchaser (collectively, the "Commitments"taking into account Buyer’s obligation under Section 4.2(a)), sufficient including using reasonable best efforts to: (i) cause the Equity Financing Sources to consummate maintain in effect the transactions contemplated by Equity Commitment Letter, (ii) maintain in effect the Merger AgreementDebt Commitment Letter (provided, will be obtainable from such Lending Sources and stockholders of the Purchaser, as the case may be. The Company acknowledges that the Lending Sources have not had the opportunity to complete due diligence on all aspects of the Company's operationsDebt Commitment Letter may be amended, supplemented, modified and replaced as permitted by this Section 4.27), (iii) negotiate and enter into definitive agreements and finances, including with respect to the Company's operations for Debt Financing, consistent with the period ended December 30terms and conditions contained in the Debt Commitment Letter (the “Definitive Agreements”), 2000(iv) satisfy on a timely basis, or obtain a waiver of, all conditions applicable to such Financing that are applicable to, and within the control of, Buyer and (v) enforce its rights under the Debt Commitment Letter (provided that the results of such investigation may result in the Commitments being unavailable Buyer shall not be required to initiate, prosecute or available only in amounts and on terms not acceptable to the Purchasermaintain any claim, action, suit, demand, grievance, arbitration or similar proceeding against any person). (b) The Company agrees Buyer shall not, without the prior written consent of Seller: permit any amendment or modification to, or any waiver of any provision or remedy under, the Debt Commitment Letter or the Definitive Agreements if such amendment, modification, waiver or remedy (i) adds new, or expands or adversely modifies any existing, conditions to providethe consummation of all or any portion of the Debt Financing in a manner that would hinder, delay or prevent funding of the Debt Financing on the Closing Date or make the funding of the Debt Financing on the Closing Date less likely to occur, (ii) reduces the aggregate amount of the Debt Financing to be funded on the Closing Date to be below the amount necessary to satisfy the Required Funding Amount, (iii) 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 (iv) adversely affects the ability of Buyer to enforce its rights against any of the other parties to the Debt Commitment Letter; provided, that no consent of Seller and the Vantive Group Entities shall be required (w) to add lenders, lead arrangers, bookrunners or similar creditworthy (as reasonably determined by Buyer) entities that have not executed the Debt Commitment Letter as of the Execution Date and to assign or reassign or reallocate commitments or roles to such additional lenders, lead arrangers, bookrunners or similar entities in accordance with the terms of the Debt Commitment Letter (as in effect on the Execution Date) and to grant customary rights in connection therewith, and will cause its Subsidiaries other technical or ministerial changes related thereto, (x) to make any modification to implement the “flex” provisions contained in any Debt Commitment Letter or corresponding fee letter(s) or (y) for any replacement of the Debt Financing contemplated by Section 4.27(d) below. Buyer shall promptly furnish to Seller true and its and their respective officers, employees and advisors to provide, all cooperation reasonably necessary in connection with the arrangement complete copies of any financing amendment, supplement, modification, waiver or replacement relating to be consummated contemporaneously with or at or after the expiration of the Effective Time in respect of the transactions contemplated by this Agreement, including participation in meetings and, due diligence sessions, the execution and delivery of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of the chief financial officer of the Company, comfort letters of accountants and legal opinions as may be reasonably requested by Purchaser and taking such other actions as are reasonably required to be taken by the Company in the Commitments, provided that Purchaser shall use reasonable efforts not to materially interfere with the duties of such officers, employees and advisors such that the Company's business and results of operations would be materially adversely affected therebyDebt Commitment Letter. (c) The Company has entered into Buyer shall not, without the prior written consent of Seller, permit or agrees consent to enter into any amendment or modification to, or any waiver of any provision or remedy under, the engagement letter agreement (Equity Commitment Letter; provided, that, for the "Xxxxx Engagement avoidance of doubt, Buyer may amend, supplement, modify or waive any terms of the Equity Commitment Letter with respect thereto without the consent of Seller in order to correct typographical errors. Buyer shall not, and shall not permit any of its Subsidiaries to, take any action not otherwise required or expressly permitted under this Agreement that is a breach of, or would result in the termination of, the Equity Commitment Letter") among Xxxxx Associates Incorporated, LEG Partners III SBIC, L.P., LEG Partners Debentures SBIC, L.P. . Buyer shall promptly furnish to Seller prompt written notice of any material breach by any party to the Purchaser and Equity Commitment Letter of which Buyer becomes aware or any termination of the CompanyEquity Commitment Letter or unavailability of any portion of the Equity Financing. (d) Notwithstanding In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter (including any “market flex” terms and conditions to which the Debt Commitment Letter is subject to) and such portion is reasonably required to satisfy the Required Funding Amount under this Agreement and under the Commitment Letters required to be paid on the Closing Date, 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 available portion of the Debt Financing and after taking into account any other cash available to Buyer, to satisfy all of Buyer’s obligations under this Agreement and under the Commitment Letters required to be paid on the Closing Date (such amount, the “Required Funding Amount”)) from the same or other sources on terms and conditions not materially less favorable (taken as a whole) to Buyer or any of its affiliates (as determined by Buyer in good faith) than those contained in the Debt Commitment Letter (including any “flex” terms and conditions contained in any corresponding fee letter(s)) and in any event that do not expand in any material respect the conditions to the funding of the Debt Financing and (ii) promptly notify Seller of such unavailability; provided, that, notwithstanding anything to the contrary contained in this Agreement, Buyer shall (w) not be required to incur or pay any fees to obtain a waiver or amendment of any term of the Company shall not enter into any Commitments Debt Commitment Letter or any fees in excess of those specified in Debt Commitment Letter, (x) have no obligation to seek alternative financing that contains materially less favorable economic terms, taken as a whole, to Buyer or its affiliates as compared to the economic terms of the alternative financing (assuming for purposes hereof that all “flex” provisions in or related to the Debt Financing (including with respect to fees and original issue discount) have been exercised), (y) not be required to seek any increase of, or amendment to, the equity financing under the Equity Commitment Letter or seek any equity financing from any other letterssource and (z) not be required to initiate, agreements prosecute or maintain any claim, action, suit, demand, grievance, arbitration or similar proceeding against any debt financing source. For the purposes of this Agreement, the term “Debt Commitment Letter” shall be deemed to include any commitment letter (or similar agreement) with respect to any alternative financing arranged in compliance herewith (and any Debt Commitment Letter remaining in effect at the time in question). (e) Buyer, following a written request from Seller (which may be via email), shall provide an update, in reasonable detail, of the status of its efforts to arrange the Debt Financing and the Equity Financing. Buyer shall reasonably promptly notify Seller in writing of any breach, termination, repudiation or default received in writing by any party to any Commitment Letter or any Definitive Agreement of which Xxxxx has knowledge or the receipt of any written notice or other documents contemplated by Sections 4.16(b)written communication from any Lender, 4.16(c) or 5.2(f) if, in the aggregate, such Commitments, letters, agreements equity investor or other documents obligate 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 Buyer has knowledge; provided, however, that nothing in this sentence or the Company immediately preceding sentence shall require Buyer to pay more than $400,000.00 of fees, costs and expenses (excluding contingent liabilities such as indemnification obligations), without disclose any information that is subject to the prior consent of the Special Committeeattorney-client or work-product privilege.

Financing Matters. (a) Purchaser has had discussions From the date of this Agreement until the Effective Time, Company on the one hand and Parent on the other shall, and shall cause their respective Subsidiaries to, use reasonable best efforts to cooperate with one or more banks, financial institutions or the other public or private financing sources (the "Lending Sources") to determine the available terms of financing and as reasonably expects that such commitments regarding junior or subordinated debt financing, together with equity contributions to the Purchaser made or to be made by certain stockholders of the Purchaser (collectively, the "Commitments"), sufficient to consummate the transactions contemplated requested by the Merger Agreement, will be obtainable from such Lending Sources and stockholders of the Purchaser, as the case may be. The Company acknowledges that the Lending Sources have not had the opportunity to complete due diligence on all aspects of the Company's operations, agreements and finances, including with respect to the Company's operations for the period ended December 30, 2000, and that the results of such investigation may result in the Commitments being unavailable or available only in amounts and on terms not acceptable to the Purchaser. (b) The Company agrees to provide, and will cause its Subsidiaries and its and their respective officers, employees and advisors to provide, all cooperation reasonably necessary other in connection with the arrangement of obtaining or refinancing any debt financing to be consummated contemporaneously with or at or after the expiration of the Effective Time other and its Affiliates, including by using reasonable best efforts to (a) furnish financial and other pertinent information of Company and its Subsidiaries in respect the case of Company and Parent and its Subsidiaries in the case of Parent to the providers of such debt financing solely to the extent necessary to show the pro forma impact of the transactions contemplated by this AgreementAgreement on them, including participation in meetings and, due diligence sessions, (b) cooperate with the execution creation and delivery perfection of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate instruments effective as of the chief financial officer Effective Time and (c) provide pertinent information of the Company, comfort letters of accountants Company and legal opinions as may be reasonably requested by Purchaser and taking such other actions as are reasonably required to be taken by the Company its Subsidiaries in the Commitments, case of Company and Parent and its Subsidiaries in the case of Parent that is required in connection with the applicable debt financing under applicable “know your customer” and anti-money laundering rules and regulations and has been requested in writing at least ten Business Days prior to the Effective Time; provided that Purchaser such party shall use be reimbursed for any reasonable efforts not out-of-pocket costs incurred by such party in connection with such cooperation with respect to materially interfere with the duties of such officers, employees and advisors such that the Company's business and results of operations would be materially adversely affected therebyother party’s debt financing. (c) The Company has entered into or agrees to enter into the engagement letter agreement (the "Xxxxx Engagement Letter") among Xxxxx Associates Incorporated, LEG Partners III SBIC, L.P., LEG Partners Debentures SBIC, L.P. the Purchaser and the Company. (db) Notwithstanding anything to the contrary contained in Section 6.17(a), nothing in this Section 6.17 shall require any such cooperation to the extent that it would (i) require the parties hereto or any of their respective Subsidiaries or their respective Representatives, as applicable, to waive or amend any terms of this Agreement, (ii) unreasonably interfere with the ongoing business or operations of such party or any of its Subsidiaries, (iii) require a party or any of its Subsidiaries to take any action that will conflict with or violate the organizational documents of such party or any Laws or result in the contravention of, or that would reasonably be expected to result in a violation or breach of, or default under, any Parent Material Contract or Company shall Material Contract, as the case may be, (iv) encumber any of the assets of such party or any of its Subsidiaries or otherwise be an issuer, guarantor or other obligor with respect to such debt financing prior to the Effective Time, (v) require a party or any of its Subsidiaries to pay, or commit to pay, any commitment or other fee or make any other payment, in each case, in connection with such debt financing prior to the Effective Time, (vi) require a party or any of its Subsidiaries to incur, or commit to incur, or be required to reimburse, or commit to reimburse, any cost, expense, liability or obligation or provide or agree to provide any indemnity, in each case, in connection with such debt financing prior to the Effective Time, (vii) require a party or any of its Subsidiaries to take any action that could subject any director, officer, employee, agent, manager, consultant, advisor or other representative of such party or any of its Subsidiaries to any actual or potential personal liability, (viii) provide any information regarding any post-Effective Time or pro forma cost savings, synergies, capitalization, ownership or other post-Effective Time pro forma adjustments, or prepare any pro forma financial statements or other post-Effective Time financial information, (ix) require a party or any of its Subsidiaries to provide access to or disclose information that such party determines in good faith could jeopardize any attorney client privilege of, or conflict with any confidentiality obligations binding on, such party or any of its Subsidiaries, (x) deliver any financial or other information that is not currently readily available or prepared in the ordinary course of business consistent with past practice of such party and its Subsidiaries at the time requested by the other party or (xi) require a party or any of its Subsidiaries to enter into or approve any Commitments financing, pledge, security or similar agreement, or any other lettersagreement, agreements certificate or other documents contemplated document related to such debt financing in connection with the foregoing prior to the Effective Time. Nothing in this Section 6.17 shall permit a party or any of its Subsidiaries to take any action otherwise prohibited by Sections 4.16(b), 4.16(c) or 5.2(f) if, in the aggregate, such Commitments, letters, agreements or other documents obligate the Company to pay more than $400,000.00 of fees, costs and expenses (excluding contingent liabilities such as indemnification obligations), without the prior consent of the Special Committeethis Agreement.

Financing Matters. (a) Purchaser has had discussions Buyer shall use commercially reasonable efforts (taking into account the anticipated timing of the Marketing Period) to take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable to arrange and obtain the Financing, including (i) at or prior to Closing, to satisfy, or cause to be satisfied, or, if deemed advisable by Buyer, obtain a waiver with one respect to, all conditions applicable to Buyer to funding in the Commitment Documents that are reasonably within its control; (ii) at or more banksprior to Closing, financial institutions or other public or private financing sources to negotiate and enter into definitive agreements with respect thereto on the terms and conditions (including any “flex” provisions contemplated by the Debt Fee Letter) contemplated by the Commitment Letter (the "Lending Sources"“Debt Documents”) or on other terms that are no less favorable to Buyer than those contained in the Commitment Letter (including any “flex” provisions contemplated by the Debt Fee Letter); (iii) to determine comply with its obligations under the available terms of financing and reasonably expects that such commitments regarding junior or subordinated debt financing, together with equity contributions Commitment Documents to the Purchaser made extent the failure to comply with such obligations would reasonably be expected to materially and adversely impact the amount or to be made by certain stockholders timing of the Purchaser Financing or the availability of the Financing at Closing; and (collectivelyiv) if the conditions to the Financing have been satisfied, the "Commitments"), sufficient to consummate the transactions contemplated by the Merger Agreement, will be obtainable from such Lending Sources and stockholders of the Purchaser, as the case may be. The Company acknowledges that the Lending Sources have not had the opportunity Financing at or prior to complete due diligence on all aspects of the Company's operations, agreements and finances, including with respect to the Company's operations for the period ended December 30, 2000, and that the results of such investigation may result in the Commitments being unavailable or available only in amounts and on terms not acceptable to the PurchaserClosing. (b) The Buyer shall give the Company agrees to provide, and will cause its Subsidiaries and its and their respective officers, employees and advisors to provide, all cooperation reasonably necessary in connection with the arrangement prompt written notice (i) of any financing material breach, default, termination or repudiation by any party to the Commitment Letter of which Buyer becomes aware, if such breach or default would reasonably be expected to result in a material delay of, or materially limit, the availability of the Financing or otherwise cause the proceeds of the Financing not to be consummated contemporaneously with available at the Closing; (ii) if and when Buyer becomes aware that it could reasonably be expected not to be able to obtain all or at or after the expiration a material portion of the Effective Time in respect Financing contemplated by the Commitment Documents; and (iii) of the transactions contemplated by this Agreement, including participation in meetings and, due diligence sessions, the execution and delivery receipt of any commitment letterswritten notice or other written communication, underwriting in each case, from a Financing Source identified in the Commitment Documents, alleging (A) any actual or placement agreementspotential breach, pledge and security documentsdefault, other definitive financing documentstermination or repudiation by any party to the Commitment Documents or any Debt Document, if applicable, or other requested certificates (B) material dispute or documentsdisagreement between or among any parties to the Commitment Documents (but excluding, including a certificate for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the chief financial officer Financing or Debt Documents) with respect to the obligation to fund the Financing or the amount of the Company, comfort letters of accountants and legal opinions as may be reasonably requested by Purchaser and taking such other actions as are reasonably required Financing to be taken by funded at Closing, in each case, that would reasonably be expected to make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to occur or materially delay the availability of the Financing or otherwise cause the proceeds of the Financing not to be available at the Closing. Without limiting the foregoing, Buyer shall keep the Company reasonably informed on a reasonably current basis in reasonable detail of the Commitments, provided that Purchaser shall use reasonable material developments concerning the status of its efforts not to materially interfere with arrange the duties of such officers, employees and advisors such that the Company's business and results of operations would be materially adversely affected therebyFinancing. (c) The Company has entered If any portion of the Financing becomes or would reasonably be expected to become unavailable on the terms and conditions contemplated in the Commitment Documents (after taking into or agrees account “flex” provisions contemplated by the Debt Fee Letter), Buyer shall use its commercially reasonable efforts to enter into arrange to obtain in replacement thereof alternative financing, including from alternative sources, on Commercially Reasonable Terms in an amount sufficient, when added to the engagement letter agreement portion of the Financing that is available and any cash of Buyer and its Subsidiaries on hand at the Closing Date, to pay the Financing Purposes (“Alternative Financing”) as promptly as reasonably practicable following the "Xxxxx Engagement Letter") among Xxxxx Associates Incorporatedoccurrence of such event, LEG Partners III SBIC, L.P., LEG Partners Debentures SBIC, L.P. the Purchaser and the Company. (d) Notwithstanding anything provisions of this Section 5.9 shall be applicable to the contrary contained in Alternative Financing, and, for the purposes of this Agreement, all references to the Company Financing shall not enter into any Commitments be deemed to include such Alternative Financing and all references to the Commitment Documents or any other lettersDebt Document shall include the applicable documents for the Alternative Financing. “Commercially Reasonable Terms” means debt financing terms (including structure, agreements covenants and pricing) available to the market from major international or other documents United States financing institutions to borrowers or issuers with credit ratings comparable to Buyer (determined after giving pro forma effect to the Contemplated Transactions) for financing comparable to the type of financing contemplated by Sections 4.16(b)the Commitment Letter and the Debt Fee Letter at the time the Alternative Financing is sought, 4.16(cand that does not contain any term or condition (including “flex” provisions) or 5.2(f) if, to funding that would be less favorable to Buyer than those contained in the aggregate, such Commitments, letters, agreements Commitment Letter and the Debt Fee Letter or other documents obligate any terms that would reasonably be expected to delay or impede the Company to pay more than $400,000.00 of fees, costs and expenses (excluding contingent liabilities such as indemnification obligations), without the prior consent consummation of the Special Committeedebt financing thereunder beyond the Closing Date or be less favorable in any material respect to Buyer with respect to enforceability and confidentiality.