Common use of Financing Clause in Contracts

Financing. (a) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to consummate the Equity Financing at or prior to the Effective Time. (b) Parent shall give the Company prompt notice (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness of the Company in connection with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Merger.

Financing. (a) Subject to From the terms and conditions date of this AgreementAgreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Article IX, each of Parent and Merger Sub its Affiliates shall use its reasonable best efforts to take, or cause to be taken, all actions, and use reasonable best efforts to do, or cause to be done, all things reasonably necessary or advisable, to arrange and obtain the Debt Financing and to consummate the Equity Debt Financing at on or prior to the Effective TimeClosing Date. Such actions shall include, but not be limited to, using reasonable best efforts to: (i) comply with and maintain in effect the Debt Commitment Letter (subject to any amendment, supplement, replacement, substitution, termination or other modification or waiver that is not prohibited by clause (d) below); (ii) satisfy, or obtain a waiver thereof, on a timely basis all Financing Conditions to the extent within the control of Parent and its Affiliates; (iii) negotiate, execute and deliver Debt Financing Documents to the extent required to pay the Required Amount (after taking into account any cash on hand, available lines of credit (including under Borrower’s existing revolving credit and securitization facilities) and other sources of immediately available funds), which shall reflect the terms contained in the Debt Commitment Letter (including any “market flex” provisions (if any) related thereto) or on such other terms acceptable to Parent that would not constitute an Adverse Effect on Financing as compared to those set forth in the Debt Commitment Letter delivered to the Company on the date hereof; and (iv) in the event that the Offer Conditions have been satisfied or waived or, upon funding would be satisfied, consummate the Debt Financing (including by instructing the Debt Financing Sources to fund the Debt Financing in accordance with the Debt Commitment Letter, and enforcing Parent’s rights under the Debt Commitment Letter and the definitive agreements relating to the Debt Financing). (b) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Article IX, Parent and its Affiliates shall give the Company prompt notice (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter breach, repudiation or termination of any New Sponsor Equity Commitment Letter threatened material breach or repudiation by any party thereto to the Debt Commitment Letter of which Parent or (ii) its Affiliates becomes aware; provided that none of Parent or Merger Sub shall be required to disclose or provide any such information, the disclosure of which, in the judgement of Parent upon the receipt advice of outside counsel, is subject to attorney-client privilege or which would be in violation of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letterconfidentiality obligation. (c) Each party hereto shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, In the event all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness portion of the Company in connection with Debt Financing becomes unavailable on the consummation terms and conditions contemplated by the Debt Commitment Letter (including the flex provisions (if any)) (other than as a result of the TransactionsCompany’s breach of any provision of this Agreement or failure to satisfy the conditions set forth in Section 8.1 and Annex 1), including then Parent and its Affiliates shall (i) promptly notify the Company obtaining approval of thereof and the reasons therefor, (Aii) use reasonable best efforts to obtain alternative financing from the same or alternative Debt Financing Entities on terms and conditions, taken as a whole, no less favorable to Parent than the Financing Conditions, not involving any conditions that would constitute an increase Adverse Effect on Financing (as defined below) as compared to those set forth in the size of the Company Board to such number as is requested in writing by Parent and (B) the election Debt Commitment Letter delivered to the Company Board on the date hereof, that, when taken together with the portion of the individuals who will serve as directors Debt Financing that remains available and any cash on hand, available lines of the Surviving Company, in each case of clauses credit (Aincluding under Borrower’s existing revolving credit and securitization facilities) and (B), effective as other sources of immediately prior available funds, is at least equal to the Effective TimeRequired Amount, as promptly as practicable following the occurrence of such event, and (iiiii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use reasonable best efforts to obtain, execute and deliver when obtained, provide the Company with a true and complete copy of, a new financing commitment that provides for such documents or instruments as alternative financing; provided that any provisions set forth in such new financing commitment relating to fees, pricing terms, “market flex” provisions (if any) and other terms that are customarily redacted (including any dates related thereto) may be required for redacted, so long as such redaction does not extend to any terms that would reasonably be expected to reduce the Surviving Company’s due assumption ofaggregate principal amount of such alternative financing to be funded on the Closing Date or impose additional conditions precedent to the funding of such alternative financing on the Closing Date. (d) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Article IX, and succession to, without the prior written consent of the Company, Parent and its Affiliates shall not amend, modify, supplement, restate, assign, substitute or replace the Debt Commitment Letter or any Debt Financing Document if such amendment, modification, supplement, restatement, assignment, substitution or replacement would (A) impose additional conditions precedent or expand upon the conditions precedent to the funding of the Debt Financing, (B) reduce the amount of the Debt Financing or the net cash proceeds available from the Debt Financing to an amount that is less than the Required Amount (after taking into account any cash on hand, available lines of credit (including under Borrower’s obligations under the 2022 Indenture existing revolving credit and the Facility Agreement, including (isecuritization facilities) customary closing certificates and other similar documents as may be reasonably requested by sources of immediately available funds), (C) prevent or materially delay or make materially less likely the trustee funding of the 2022 Notes Debt Financing (or as may be required under the Facility Agreement in connection with satisfaction of the Financing Conditions) on the Closing Date or materially impair, delay or prevent the consummation of the Transactionstransactions contemplated by this Agreement, including the Offer and the Merger, (D) materially adversely affect Parent’s ability to consummate the transactions contemplated by this Agreement, including the Offer and the Merger and or (iiE) customary legal opinions as are required by materially adversely impact the 2022 Indenture ability of Parent or any of its Affiliates’ to enforce their respective rights against the Debt Financing Sources or any of the other parties to the Debt Commitment Letters or the Facility Agreement definitive agreements with respect thereto (clauses (A) through (E), each an “Adverse Effect on Financing”); provided that Parent may, without the prior written consent of the Company, amend, modify, supplement, restate, assign, substitute or replace the Debt Commitment Letter, including (1) to add and appoint additional arrangers, bookrunners, underwriters, agents, lenders and similar Debt Financing Entities that have not executed the Debt Financing Documents as in effect on the date hereof and, in connection therewith, amend the economic and other arrangements with respect to such appointments, (2) modify pricing, (3) terminate or reduce any commitments under the Debt Financing in order to obtain alternative sources of debt financing in lieu of all or a portion of the Debt Financing and/or (4) increase the aggregate amount of the Debt Financing, in each case, so long as such amendments would not be reasonably expected to result in an Adverse Effect on Financing. Upon request of the Company, Parent shall keep the Company informed in reasonable detail of the status of Parent’s efforts to arrange the Debt Financing. Any alternative, substitute or replacement debt financing obtained by Parent in accordance with this paragraph and the previous paragraph is the “Alternative Financing.” For purposes of this Agreement, references to “Debt Financing” shall include the financing contemplated by any Alternative Financing and references to “Debt Commitment Letter”, “Debt Fee Letters”, “Debt Financing Documents”, “Debt Financing Entities”, “Debt Financing Sources”, or “Financing” shall include the documents (or commitments or financing sources, as applicable) in connection with any Alternative Financing to the consummation extent permitted by this Section 7.18, and such Alternative Financing shall be required to comply with the provisions of this Agreement to the Transactionssame extent as the Debt Financing. Notwithstanding anything to the contrary contained in this Agreement, in no event shall Parent or its Affiliates be required to pay any fees or any interest rates applicable to the Alternative Financing in excess of those contemplated by the Debt Commitment Letter as in effect on the date hereof (including the market flex provisions (if any)) or agree to any term (including any market flex term (if any)) less favorable (taken as a whole) to Parent than such term contained in the Debt Commitment Letter as in effect on the date hereof (including the market flex provisions (if any)). Parent and Merger Sub expressly acknowledge and agree that their obligations under this Agreement, including their obligations to consummate the Offer and the Merger, are not subject to, or conditioned on, Parent’s or Merger Sub’s receipt of financing.

Financing. (a) Subject Prior to the Closing, the Company shall use reasonable best efforts, and shall cause its Subsidiaries to use reasonable best efforts, and shall use reasonable best efforts to cause their and their Subsidiaries’ respective Representatives, in each case, with appropriate seniority and expertise in the good faith judgement of the Company, at Parent’s sole cost and expense, to provide to Parent all cooperation reasonably requested by Parent, in connection with arranging, syndicating, consummating and obtaining the Debt Financing under and in accordance with the terms of the Debt Financing Commitment Letter and/or arranging, syndicating, consummating and obtaining any Alternative Debt Financing (collectively, the “Debt Financing”), including: (i) assisting in the preparation of a confidential information memorandum and other customary marketing materials to be used in connection with the marketing of the Debt Financing and ratings agency presentations and delivering customary representation and authorization letters in connection therewith; (ii) upon reasonable prior notice and at times to be reasonably agreed, participation of representatives of senior management of the Company (which participation may be by videoconference) in a reasonable number of due diligence sessions, drafting sessions and rating agency meetings, as well as a reasonable number of meetings with Debt Financing Sources; (iii) providing customary information and assistance reasonably necessary to assist Parent and its counsel with obtaining the customary legal opinions required to be delivered in connection with the Debt Financing; (iv) permitting officers of the Company or any of its Subsidiaries who will be officers of the Company or any of its Subsidiaries after Closing to execute and deliver any documentation in connection with the Debt Financing (subject to subclause (iv) of the proviso below) including any customary closing officer’s certificates and secretary’s certificates prepared by Parent (including certification of organizational authorization, organizational documents and good standing certificates) of the Company and its Subsidiaries, and taking corporate action to authorize the borrowing and guarantees of the Debt Financing, provided that any of the foregoing shall not require the adoption of any corporate resolutions or actions prior to the Closing Date; (v) furnishing a certificate of a financial officer of the Company with respect to solvency matters in a customary form required to consummate the Debt Financing as of the Closing Date; (vi) furnishing Parent promptly (and in any event at least five Business Days prior to the Closing Date) with all documentation and other information with respect to the Company required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, and in each case, requested by the Debt Financing Sources in writing at least ten Business Days prior to the Closing Date; (vii) using reasonable best efforts to cooperate with Parent to satisfy the conditions precedent to the Debt Financing that are within the control of the Company or its Subsidiaries; (viii) providing such other reasonably available financial and other information with respect to the Company and its business as Parent or its Debt Financing Sources may reasonably request in connection with the Debt Financing (provided that in no event shall the Company, its Subsidiaries, and their respective Representatives be required to provide any pro forma financial information or statements), (ix) assisting in the preparation of customary definitive financing documentation and the completion of any schedules, exhibits or annexes thereto (including a customary perfection certificate) and (x) obtain payoff letters, Lien terminations and instruments of discharge to be delivered at Closing to allow for the payoff, discharge and termination in full on the Closing Date of all then outstanding Indebtedness and any Liens securing such Indebtedness that the Debt Financing Commitment Letter requires to be paid off, discharged or terminated on the Closing Date; provided, however, that notwithstanding the foregoing, (i) nothing herein shall require the Company, its Subsidiaries or any of their respective Representatives to take any action that would be effective prior to the Closing (other than as expressly set forth in this Section 6.17) or, in the good faith judgment of the Company or any of its Subsidiaries, interfere unreasonably with the business or operations of any of the Company, jeopardize the health and safety of any employee of the Company or any of its Subsidiaries in light of COVID-19 or any COVID-19 Measures, cause any condition to Closing to fail to be satisfied or otherwise cause any breach of this Agreement by Parent or Merger Sub, cause any director, officer or employee of the Company or its Subsidiaries to incur any liability or cause any breach of any Applicable Law, (ii) the Company shall not be required to disclose any information to Parent or any of its Affiliates or any prospective lender or any their respective representatives if doing so would result in the waiver of any legal privilege or work product protection of any of the Company or its Affiliates, directors, officers or employees, (iii) neither the Company nor its Affiliates, directors, officers, employees, agents and Representatives shall be required to pay any commitment or other fee or make any other payment (other than fees and costs which are reimbursed by Parent in accordance with this Section 6.17) or incur any other liability in connection with the Debt Financing or provide or agree to provide any indemnity in connection with any Debt Financing or any of the foregoing that would be effective prior to the Closing, (iv) the Company shall not be required to execute prior to the Closing any definitive financing documents (other than customary representation and authorization letters), including any other certificates or documents in connection with the Debt Financing, except for any execution of documents that are conditioned upon the Closing, (v) neither the Company nor any of its Subsidiaries (nor their respective governing bodies) shall be required to take any corporate actions prior to the Closing to permit the consummation of the Debt Financing (except for any corporate actions that are conditioned upon the Closing), and (vi) no Representative of the Company or any of its Subsidiaries shall be required to make any certifications that it does not reasonably in good faith believe to be true. In addition, the Company shall furnish Parent reasonably promptly (and, in any event, prior to the Closing) with the financial statements identified in paragraphs 6 and 7 of Exhibit C of the Debt Financing Commitment Letter (or the analogous provision in any commitment letter for any Alternative Debt Financing (provided that the conditions set forth in such analogous provision shall be not more burdensome to the Company in any respect than those contained in the Debt Financing Commitment Letter as in effect on the date of this Agreement). (b) Parent shall, at the Closing (or, if earlier, upon termination of this Agreement, each promptly following written request of the Company (together with reasonable supporting documentation)), reimburse the Company, its Subsidiaries and their respective Affiliates and Representatives for all reasonable and documented out-of-pocket fees, costs and expenses (including reasonable attorneys’ and accountants’ fees) incurred by the Company, its Subsidiaries and their respective Affiliates and Representatives in connection with the arrangement, syndicating, consummating and obtaining of the Debt Financing and any cooperation provided by the Company, its Subsidiaries and their respective Affiliates and Representatives in accordance with this Section 6.17 (provided that the Company, and not the Parent or Merger Sub, shall be responsible for expenses which would have been required to be incurred by the Company or its Subsidiaries regardless of the Debt Financing (including the preparation and delivery of financial statements and the preparation of payoff letters in connection with Indebtedness (and the lien releases with respect thereto) and obligations under the Existing Credit Agreement). (c) Parent shall indemnify and hold harmless the Company, its Subsidiaries and their respective Affiliates and Representatives from and against any and all losses and other liabilities suffered or incurred by any of them of any type in connection with the performance of their obligations under this Section 6.17 or any information used in connection therewith, except to the extent arising from (i) information furnished in writing by or on behalf of the Company or its Subsidiaries, including historical financial statements and financial statements prior to the Closing Date, or (ii) the willful misconduct, gross negligence, fraud or intentional misrepresentation of the Company, its Subsidiaries or their respective Representatives and Affiliates. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing so long as such logos (x) are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries and (y) are used solely in connection with a description of the Company, its business and products or the Merger Sub (including in connection with any marketing materials related to the Debt Financing). (d) Parent shall use keep the Company informed, upon request (as promptly as possible and in any event within three Business Days), of material developments in respect of the Debt Financing. In addition, Parent shall take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the Equity Financing, including (i) maintaining in effect the Equity Commitment Letter in accordance with its reasonable best efforts terms, (ii) satisfying on a timely basis all conditions applicable to consummate Parent in the Equity Commitment Letter and (iii) subject to the satisfaction or waiver of the conditions set forth in the Equity Commitment Letter, consummating the Equity Financing at or prior to the Effective TimeClosing Date. In addition, Parent 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, proper or advisable to obtain the Debt Financing, including (i) maintaining in effect the Debt Financing Commitment Letter in accordance with its terms (or obtaining a commitment in respect of Alternative Debt Financing), (ii) satisfying on a timely basis all conditions applicable to Parent in the Debt Financing Commitment Letter, (iii) consummating the Debt Financing at or prior to the Closing Date, (iv) negotiating and entering into definitive agreements with respect to the Debt Financing on or prior to the Closing Date and (v) diligently enforcing Parent’s and Merger Sub’s rights under the Debt Financing Commitment Letter. Prior to the Closing Date, Parent shall not agree to, or permit, any amendment or modification of, or waiver or consent under, the Equity Commitment Letter or the Debt Financing Commitment Letter that would (A) adversely affect Parent’s and Merger Sub’s ability to consummate the transactions contemplated by this Agreement, (B) reduce the aggregate amount of the Debt Financing below an amount sufficient to pay the Required Amount on the Closing Date (taking into account any increase in any other Financing and other available funds), or (C) reasonably be expected to prevent or materially delay the Closing, in each case without the prior written consent of the Company; provided, however, that, for the avoidance of doubt, Parent and Merger Sub each may, without the consent of the Company, amend the Debt Financing Commitment Letter to add lenders, arrangers, bookrunners, syndication agents, or similar entities and to grant to such persons such approval rights as are customarily granted to additional lenders, arrangers, bookrunners, syndication agents or similar entities. (be) Parent shall give the Company prompt written notice (and in any event, within three Business Days) after the occurrence of any of the following: (i) upon becoming any event or circumstance that would reasonably be expected to make a condition precedent to the Debt Financing unable to be satisfied, in each case, of which Parent becomes aware or any termination of the Debt Financing, (ii) if at any time Parent becomes aware of any breach reason all or any portion of the Debt Financing would reasonably be expected not to be obtained by the Company, and (iii) any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required adverse change with respect to the Equity Debt Financing; provided, that in no event will Parent be under any obligation to disclose any information pursuant to this Section 6.17(e) that is subject to attorney client or similar privilege. Parent acknowledges and agrees that, obtaining the Debt Financing or any debt financing or indebtedness is not a condition to the Merger, payment of the Company Aggregate Merger Consideration or the Closing and the obligations of Parent to consummate the Closing in connection accordance with the consummation terms hereof shall not be conditioned on, or delayed or postponed as a result of the Transactions, including obtaining of (ior the failure to obtain) the Company obtaining approval of Debt Financing. (Af) an increase in In the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall event (x) be required Parent or Merger Sub elect to pay any commitment obtain commitments in respect of a Long Term Facility (as defined in the Debt Financing Commitment) or similar fee prior to the Effective Time other replacement Debt Financing or (y) be required to commit to taking all or any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence portion of the Effective TimeDebt Financing expires, terminates or becomes unavailable, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company Merger Sub shall use reasonable best efforts to obtainobtain in replacement thereof alternative financing from alternative sources (clauses (x) and/or (y), execute and deliver such documents or instruments as may be required for applicable, the Surviving Company’s due assumption of“Alternative Debt Financing”), and succession toin each case, any conditions applicable to any Alternative Debt Financing, in respect of certainty of funding and conditionality, shall either (x) be equivalent in all material respects, taken as a whole, to (or more favorable to Parent and Merger Sub than) the Company’s obligations under conditions set forth with respect to the 2022 Indenture Debt Financing as in effect on the date hereof or (y) not reasonably be expected to prevent or materially delay the Closing. Parent shall promptly deliver to the Company true and complete copies of all agreements related to any such Alternative Debt Financing following the Facility Agreementexecution thereof; provided that fee amounts, including (i) customary closing certificates economic terms, “market flex” provisions and other similar documents as may be reasonably requested by commercially sensitive information in the trustee of the 2022 Notes or as may be required under the Facility Agreement fee letter entered into in connection with such Alternative Debt Financing may have been redacted, in each case to the consummation of the Transactions, including the Merger and (ii) customary legal opinions as extent they are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the MergerPermissible Redacted Terms.

Financing. (a) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to consummate take, or cause to be taken, all actions and do, or cause to be done, all things necessary, advisable or proper to obtain the Equity proceeds of the Financing at on the terms and conditions described in the Commitment Letter (or the proceeds of permanent Financing in lieu thereof) (taking into account any “flex provisions” set forth in the related fee letters) on or prior to the Effective Timedate upon which the Merger is required to be consummated pursuant to the terms of this Agreement, including by: (i) maintaining in effect the Commitment Letter (provided, that the Commitment Letter may be amended, supplemented, modified and replaced as permitted by this Section 6.11 (a)), (ii) negotiating and entering into Definitive Financing Agreements with respect to the Financing consistent with the terms and conditions contained in the Commitment Letter (including, as necessary, the “flex” provisions contained in any related fee letter) and (iii) satisfying (or, if deemed advisable by Parent, obtaining the waiver of) on a timely basis all conditions (other than those conditions that by their nature are to be satisfied at the Closing) in the Commitment Letter and the Definitive Financing Agreements and complying with its obligations thereunder. In the event that all conditions contained in the Commitment Letter (other than the consummation of the Merger and those conditions that by their nature are to be satisfied at the Closing) have been satisfied or waived, Parent shall use reasonable best efforts to enforce its rights under the Commitment Letter, including to cause the Financing Sources to fund on the Closing Date the Debt Financing; provided, that in no event shall Parent be obligated to bring any Legal Proceedings against any Financing Sources. Parent shall not without the prior written consent of the Company permit any amendment or modification to, replacement of, or any waiver of any material provision or remedy under, the Commitment Letter if such amendment, modification, replacement, waiver or remedy would reasonably be expected to prevent, impede or materially delay the consummation of the Merger and the other transactions contemplated by this Agreement; provided, that no consent from the Company shall be required for (i) any amendment, replacement, supplement or modification of the Commitment Letter that adds lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date hereof, (ii) implementation or exercise of any “flex” provisions provided in any related fee letter as in effect as of the date hereof or (iii) any amendment to, or replacement of or supplement or modification to, the Commitment Letter or Definitive Financing Agreement so long as such action would not be prohibited by the foregoing clause. Parent shall promptly notify the Company of any such amendment, modification, waiver or replacement and deliver the Company a copy thereof. (b) Without limiting the generality of Section 6.11(a), if Parent shall give believes it will incur any Financing in connection with the Closing, on not less than five Business Days’ prior written notice of the initial request therefor, the Company prompt notice agrees to cooperate with Parent, as reasonably requested by Parent, to obtain such Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries) including by using (and by causing its Subsidiaries and its Representatives to use) reasonable best efforts to: (i) cause the management of the Company, in each case, with appropriate seniority and expertise, to participate, at reasonable times and upon becoming aware reasonable advance notice, in a reasonable number of any breach meetings, presentations, roadshows, drafting sessions, sessions with rating agencies, conference calls with prospective lenders of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or and investors in the Financing, and due diligence sessions; (ii) upon subject to the receipt confidentiality undertakings set forth in the Confidentiality Agreement, provide reasonable and customary assistance with the preparation of materials relating to the Company and its Subsidiaries in connection with the transactions contemplated by this Agreement for rating agency presentations, marketing materials, offering documents and other documents necessary for any written notice from any party to a New Sponsor Equity Commitment Letter Financing, and provide reasonable cooperation with the due diligence efforts of the Financing Sources with respect to the Company and its Subsidiaries during normal business hours upon reasonable advance notice; (iii) furnish to Parent (A) the Financing Deliverables and (B) the Financing Information (including any threatened breach updates to the Financing Information so that marketing materials used in any Financing do not contain any untrue statement of a material fact or omit to state a fact necessary to make the statements contained therein not misleading as a result of a misstatement or omission with respect to the Financing Information, other than, in each case, with respect to information supplied by or on behalf of Parent or Merger Sub); (iv) cause its independent auditors to provide reasonable and customary cooperation in connection with the Financing, including by providing the Specified Auditor Assistance and signing customary management representation letters to such auditors so that such Specified Auditor Assistance can be provided; (v) assist Parent with Parent’s preparation of pro forma financial statements and projections by providing the Financing Information to be used in preparing such pro formas that are requested in connection with any material provision Financing or that would customarily be included in the marketing materials with respect to the Financing; and (vi) furnish to Parent other documents of the Company and its Subsidiaries reasonably requested by Parent in connection with any Financing that includes an offering of securities in order to allow such Financing Sources to establish a “due-diligence” defense; and (vii) satisfy the conditions precedent set forth in the Debt Letters or any Definitive Financing Agreement to the extent the satisfaction of such New Sponsor Equity Commitment Letter conditions requires the cooperation of or threatened termination is within the control of any such New Sponsor Equity Commitment Letterthe Company and its Subsidiaries. (c) Each party hereto shall provide, The Company hereby consents to the use of its and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness of the Company Subsidiaries’ logos in connection with the consummation of the TransactionsFinancing; provided that such logos are used solely in a manner that is not intended to, including (i) and is not reasonably expected to, harm or disparage the Company obtaining approval of (A) an increase in or its Subsidiaries or the size reputation or goodwill of the Company Board to such number as is requested in writing or its Subsidiaries and their respective marks, products, services, offerings or Intellectual Property Rights. Parent shall, promptly upon request by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any all reasonable and documented out-of-pocket costs and expenses (including attorney’s fees) incurred by it the Company and any of its Subsidiaries and their respective Representatives in connection with providing the assistance contemplated by this Section 6.11. Parent shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs, expenses (including reasonable attorney’s fees), awards, judgments, penalties and other Liabilities actually suffered or incurred by any of them in connection with the Financing and any information used in connection therewith (other than any information provided in writing by the Company or any of its Subsidiaries expressly for use in connection therewith) or in connection with providing the assistance contemplated by this Section 6.11, except to the extent arising from bad faith, willful misconduct or fraud of the Company’s compliance with Section 6.07(c)(i) through (iii), its Subsidiaries or their respective Representatives. (d) The Notwithstanding anything to the contrary contained in this Section 6.11, (i) none of the Company or any of its Subsidiaries or their respective Representatives shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required to take or permit the taking of any action or provide any assistance that would (A) unreasonably interfere with the business or operations of the Company or any of its Subsidiaries, (B) cause any representation or warranty or covenant of the Company in this Agreement to be breached by the Company or any of its Subsidiaries, (C) require the Company or any of its Subsidiaries or their respective Affiliates to pay (or agree to pay) any fees, or reimburse any expenses prior to the Closing for the Surviving Company’s due assumption ofwhich it is not promptly reimbursed, and succession toor otherwise incur any other obligations (other than any obligations under customary authorization letters, management representation letters or other documents delivered to the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement independent registered accounting firm in connection with the consummation Specified Auditor Assistance) or give any indemnities prior to the Closing that are not contingent on the Closing, (D) cause any director, officer, employee or shareholder of the TransactionsCompany or any of its Subsidiaries to incur any personal Liability, including (E) conflict with the Merger Charter Documents of the Company or any of its Subsidiaries or any Applicable Laws, (F) result in the breach of, or default under, any Material Contract or (G) require the Company or any of its Subsidiaries to prepare separate financial statements for the Company or any of its Subsidiaries or change any fiscal period or prepare any financial statements or information that are not available to it and prepared in the ordinary course of its financial reporting practice; and (ii) customary none of the Company or any of its Subsidiaries or any of their respective directors or officers shall be obligated to adopt resolutions or execute consents to approve or authorize the execution of the Financing; provided, however that this clause (ii) shall not prohibit the adoption or execution of any resolutions or consents effective no earlier than the Closing Date (after giving effect to the Closing) by any Person that will remain or will become an officer or director of the Surviving Company as of the Effective Time. Nothing in this Section 6.11 shall require the Company or any of its Subsidiaries or their respective Representatives to disclose any information to Parent, Parent’s Representatives or the Financing Sources if such disclosure would (x) violate any Applicable Law or Contract or (y) jeopardize the attorney-client privilege, work product doctrine or other legal opinions as are required privilege held by the 2022 Indenture Company or any of its Subsidiaries. If the Facility Agreement Company or any of its Subsidiaries does not provide or cause its Representatives to provide such access or such information in reliance on the immediately preceding sentence, then the Company shall (1) provide a written notice to Parent stating that it is withholding such access or such information and (2) reasonably cooperate to provide the applicable access or information in a way that would not violate such Applicable Law or Contract or jeopardize such privilege. (e) Parent acknowledges and agrees that, other than reasonable out-of-pocket costs and expenses subject to reimbursement pursuant to Section 6.11(c), none of the Company or any of its Subsidiaries or any of their respective Representatives shall have any responsibility for, or incur any Liability to, any Person under any Financing that Parent may obtain in connection with the consummation transactions contemplated by this Agreement or any cooperation provided pursuant to this Section 6.11. (f) Notwithstanding any other provision set forth herein or anything to the contrary contained in the Confidentiality Agreement, Parent or any of its Affiliates may disclose Confidential Information (as defined in the Confidentiality Agreement) of the TransactionsCompany and its Subsidiaries to the Financing Sources (other than any sensitive information that the Company specifically designates in writing may not be disclosed), so long as the Financing Sources are subject to confidentiality undertakings under a binding written confidentiality commitment to Parent that are at least as restrictive as those applicable to Parent with respect to the Company (except that such confidentiality agreement need not contain any explicit or implicit standstill provision). (g) Notwithstanding anything in this Agreement to the contrary, the parties hereto acknowledge and agree that the provisions contained in this Section 6.11 represent the sole obligations of the Company, its Subsidiaries and their respective Representatives with respect to cooperation in connection with the arrangement of any financing (including the MergerFinancing) to be obtained by Parent or any of its Subsidiaries with respect to the transactions contemplated by this Agreement and no other provision of this Agreement shall be deemed to expand such obligations. Notwithstanding anything to the contrary contained herein, in no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financing) by Parent, Merger Sub or any of their respective Subsidiaries be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (a) Subject Verizon shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the proceeds of, the Financing and, if applicable, the Replacement Financing on the terms and conditions of this Agreementdescribed in the Financing Documents and Replacement Financing Documents, each of Parent and Merger Sub shall use its including using commercially reasonable best efforts to (i) comply with its obligations and satisfy the conditions precedent to funding under the Financing Documents and, if applicable, Replacement Financing Documents; (ii) upon satisfaction of the conditions set forth in Section 3.02 of the Loan Facility (and/or, in respect of certainty of funding, such substantially equivalent conditions (or conditions that are more favorable to Verizon) as may appear in any Replacement Financing Document), consummate the Equity Financing and, if applicable, the Replacement Financing at or prior to Closing; and (iii) cause the Effective TimeFinancing Sources and, if applicable, Replacement Financing Sources to fund on the Closing Date the Financing and, if applicable, the Replacement Financing to the extent required to consummate the Transaction in accordance with the terms thereof (including, to the extent commercially reasonable, by promptly taking enforcement action under the Financing Documents and, if applicable, the Replacement Financing Documents in the event of a breach by any Financing Sources or Replacement Financing Sources). (b) Parent Verizon shall give have the Company prompt notice right to substitute the proceeds of consummated debt (including unsecured notes) or equity offerings for all or any portion of the Financing or, if applicable, Replacement Financing by reducing commitments under the Financing and, if applicable, any Replacement Financing; provided, that to the extent any consummated debt has a scheduled special or mandatory redemption right, such right is not exercisable prior to the Termination Date. Further, Verizon shall have the right to substitute commitments in respect of other debt or equity financing for all or any portion of the Financing from the same and/or alternative bona fide third-party financing sources (“Replacement Financing Sources”) so long as (i) upon becoming aware all conditions precedent to effectiveness of any breach definitive documentation for such debt or equity financing have been satisfied and the conditions precedent to funding under the debt financing or issuance of any material provision the equity financing are, in respect of any New Sponsor Equity Commitment Letter certainty of funding, substantially equivalent to (or termination conditions that are more favorable to Verizon than) the conditions set forth in Section 3.02 of any New Sponsor Equity Commitment Letter by any party thereto or the Loan Facility, and (ii) upon the receipt in respect of any written notice from any party debt financing, prior to a New Sponsor Equity Commitment Letter with funding of the loans thereunder, the commitments in respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter debt financing are subject to restrictions on assignment which are substantially equivalent to or threatened termination more favorable to the Verizon than the restrictions set forth in Section 8.07 of the Loan Facility (any such New Sponsor Equity Commitment Letterdebt or equity financing which satisfies the foregoing clauses (i) and (ii), the “Replacement Financing”; the definitive documentation for any such Replacement Financing, the “Replacement Financing Documents”). (c) Each party hereto Verizon shall providehave the right from time to time to amend, and replace, supplement or otherwise modify, or waive any provision or remedy under, the Financing Documents or Replacement Financing Documents; provided, that Verizon shall cause each not, without the prior written consent of its Subsidiaries and each of their respective Representatives to provideVodafone, all cooperation as may be reasonably required with respect at any time prior to the Equity Financing Closing: (i) permit any amendment, replacement, supplement or modification to, or any debt financing waiver of any material provision or indebtedness of the Company remedy under, any Financing Document or Replacement Financing Document if such amendment, replacement, supplement, modification or waiver (A) adds any new (or modifies, in connection with a manner materially adverse to Verizon, any existing) conditions to the consummation of the TransactionsFinancing or Replacement Financing (as applicable), including (iB) reduces the Company obtaining approval aggregate amount of the Financing and the Replacement Financing other than to the extent that (1) such reduction is required by the terms of the Loan Facility or (2) Verizon has available to it Replacement Financing or cash on hand in an amount equal to such reduction, (C) materially adversely impacts the ability of Verizon to enforce its rights against other parties to any Financing Document as so amended, replaced, supplemented, modified or waived, relative to the ability of Verizon to enforce its rights against such other parties to any Financing Document as in effect on the date hereof or Replacement Financing Document as in effect on the date of execution thereof, or (D) prevents, impedes or materially delays the consummation of the transactions contemplated by this Agreement; provided, further, that notwithstanding the foregoing, Verizon may amend the Financing Documents and/or Replacement Financing Documents to add lenders, lead arrangers, syndication agents, documentation agents or similar entities who had not executed any Financing Document and/or Replacement Financing Document; or (ii) terminate the Loan Facility other than to the extent that (A) an increase in the size of commitments under the Company Board Loan Facility have been reduced to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated zero in accordance with its terms prior or (B) Verizon has obtained Replacement Financing in an aggregate amount equal to the occurrence commitment under the Loan Facility at the time of such termination of the Effective Time, Parent Loan Facility. Verizon shall promptly reimburse following execution deliver to Vodafone copies of any such amendment, replacement (including any Replacement Financing Document), supplement, modification or waiver (which may be redacted to delete any compensation information). Notwithstanding anything to the Company contrary in this Agreement, Verizon agrees that it shall not reduce the aggregate amount of all unfunded commitments in respect of the Financing and, if applicable, Replacement Financing (whether as a result of a disposition of assets, debt issuance or equity issuance but, for any reasonable and documented out-of-pocket costs incurred by it in connection with the Companyavoidance of doubt, not as a result of the funding of the loans thereunder) to an amount less than Twenty Billion Dollars ($20,000,000,000) without Vodafone’s compliance with Section 6.07(c)(i) through (iii)consent, which shall not be unreasonably withheld, conditioned or delayed. (d) The Company Verizon acknowledges and agrees that Vodafone and its Affiliates (including, prior to the Closing, the Sold Entities), their respective Representatives and, prior to the Closing, the Partnership or any of its Subsidiaries and their respective Representatives, shall use reasonable best efforts not have any responsibility for, or incur any liability to, any Person under or pursuant to obtainthe Financing or Replacement Financing pursuant to the Financing Documents or Replacement Financing Documents, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption ofif any, and succession tothat Verizon shall indemnify and hold harmless Vodafone and its Affiliates (including, prior to the Closing, the Company’s obligations under Sold Entities), their respective Representatives and, prior to the 2022 Indenture Closing, the Partnership and the Facility Agreementits Subsidiaries and their respective Representatives from and against any and all losses, including (i) customary closing certificates and other similar documents as may be reasonably requested damages, claims, costs or expenses suffered or incurred by the trustee any of the 2022 Notes or as may be required under the Facility Agreement them in connection with the consummation Financing or the Replacement Financing pursuant to the Financing Documents or Replacement Financing Documents, if any, except to the extent resulting from any breaches of the Transactionsrepresentations, including warranties or covenants of Vodafone under this Agreement. Verizon shall keep Vodafone reasonably informed with respect to all material activity concerning the Merger and (ii) customary legal opinions as are required status of the financing contemplated by the 2022 Indenture Financing Documents and Replacement Financing Documents (if any), it being understood, for the avoidance of doubt, that nothing in this Section 5.9(d) shall relieve Vodafone of any liability pursuant to Section 8.3 or the Facility Agreement require Verizon to provide indemnification in connection with the consummation respect of the Transactions, including the Mergerany such liability.

Financing. (a) Subject 2.18.1 Notwithstanding anything to the terms contrary contained in this Agreement, Company will have the right at such time or times as Company desires and conditions without Lessor’s consent, to hypothecate Company’s interest in all or part of this Agreement, each the Premises and the Facilities with one or more Leasehold Mortgages. Such Leasehold Mortgages may contain such terms and conditions as are acceptable to Company and Company will have the right, without the consent of Parent Lessor, at any time during the term hereof to execute and Merger Sub deliver to any or all of its Leasehold Mortgagees any documents which will operate as collateral security for any loan or loans made, even if such document or documents result in a form or type of conveyance or assignment of the leasehold interest demised hereunder. It is hereby agreed that Company or any such Leasehold Mortgagees will have the right to immediately record such document or document(s) with an appropriate public official or officials. Company agrees that copies of all such documents of conveyance or assignment as contained in this Section 2.18 will be provided to the LDR forthwith. Xxxxxx agrees to cooperate in executing any documents reasonably requested of Lessor by Company or the Leasehold Mortgagee in connection with any such Leasehold Mortgage; PROVIDED, HOWEVER, UNDER NO CIRCUMSTANCES SHALL LESSOR BE OBLIGATED TO SUBORDINATE ITS FEE INTEREST IN THE PREMISES TO ANY LEASEHOLD MORTGAGE, AND, NOTWITHSTANDING ANY TERM OR PROVISION OF ANY SUCH LEASEHOLD MORTGAGE OR THIS AGREEMENT TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL ANY SUCH LEASEHOLD MORTGAGE CONSTITUTE AN INDEBTEDNESS OR OBLIGATION OF LESSOR NOR SHALL LESSOR BE LIABLE IN ANY WAY FOR THE PAYMENT OF ANY PORTION OF THE INDEBTEDNESS EVIDENCED BY SUCH LEASEHOLD MORTGAGE OR FOR THE PAYMENT OR PERFORMANCE OF ANY OTHER OBLIGATION THEREUNDER OR SECURED THEREBY. 2.18.2 Lessor will deliver to any such Leasehold Mortgagee written notice of any default of Company under the terms of this Agreement and said notice will specify the nature of the default. Before terminating this Agreement, Lessor will allow such Leasehold Mortgagee to cure or commence to cure any default of Company in accordance with the provisions of this Agreement. The time period to cure any default of Company will commence when said notice is delivered to Leasehold Mortgagee and Leasehold Mortgagee shall use have the same lengths of time to cure the specified default as are permitted Company in Section 2.14. In the event Company fails to timely cure a default after receipt of written notice and expiration of any applicable cure period, Xxxxxx agrees to provide any Leasehold Mortgagee with a second written notice and provide such Leasehold Mortgagee with an additional thirty (30) day cure period. Lessor will not have the right to exercise any remedies under this Agreement so long as a Leasehold Mortgagee is diligently prosecuting to complete a cure of any default. If such default is of a nature which is incapable of being cured by Leasehold Mortgagee, Lessor agrees not to exercise its reasonable best efforts remedies arising from such default if (i) Leasehold Mortgagee notifies Lessor in writing within such thirty (30) day cure period that Leasehold Mortgagee intends to consummate foreclose its mortgage and Leasehold Mortgagee commences and diligently pursues such foreclosure; and (ii) Leasehold Mortgagee makes all payments due by Company under this Agreement through the Equity Financing date of foreclosure. 2.18.3 Any default by the Company in the payment of money as required under the terms of this Agreement may be cured by the Leasehold Mortgagee in accordance with the terms of Sections 2.14 and 2.18.2 of this Agreement, and Lessor will accept any such payment or cure from such Leasehold Mortgagee during the term of the Leasehold Mortgage. 2.18.3.1 Should the Company default under the terms of this Agreement and should the default be such that it cannot be cured by the payment of money, Lessor will accept payments of rent from such Leasehold Mortgagee and this Agreement will not terminate, but will remain in full force and effect, pending Leasehold Mortgagee’s cure of such default within the time periods described herein or resort to foreclosure or sale proceedings under its deed of trust or other security instruments. 2.18.4 If any default has been cured by a Leasehold Mortgagee or Assignee, Lessor agrees that upon completion of any foreclosure proceedings or sale under the deed of trust or other security instrument securing the loan, or upon delivery of a deed in lieu of foreclosure, the Leasehold Mortgagee or purchaser at such sale or any heir, successor, or assign of Leasehold Mortgagee (Assignee) subsequent to such sale will be recognized by Lessor as the lessee under the terms of this Agreement for all purposes for the remaining term hereof. The leasehold interest of the Leasehold Mortgagee or such Assignee will not be adversely affected or terminated by reason of any nonmonetary default occurring prior to the Effective Timecompletion of such proceedings or sale, provided such default has been promptly remedied (to the extent it is capable of being remedied by Leasehold Mortgagee), or if such default requires possession to cure, provided such Leasehold Mortgagee, Assignee or purchaser promptly commences to cure upon taking possession of the Premises. 2.18.5 Such Leasehold Mortgagee will not become personally liable under the terms and obligations of this Agreement unless and until it assumes the obligations and is recognized by Lessor as lessee under this Agreement and will be liable only so long as such Leasehold Mortgagee or Assignee maintains ownership of the leasehold interest or estate and recourse to such Leasehold Mortgagee or Assignee shall be limited solely to Leasehold Mortgagee’s or Assignee’s interest in the Premises. 2.18.6 At any time during the term of this Lease, within ten (10) days after a written request by the Company or any Leasehold Mortgagee, Lessor, through Lessor’s Designated Representative, will execute, acknowledge and deliver to the Company or such person or entity as the Company designates, a certificate stating: (a) that this Agreement is the only Agreement between Lessor and Company concerning the Premises and is unmodified and in full force and effect in accordance with its terms (or if there have been modifications, that this Agreement is in force and effect as modified, and identifying the modification agreements, or if this Agreement is not in full force and effect, that it is not); (b) Parent shall give the Company prompt notice (i) upon becoming aware commencement and expiration dates of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon this Agreement and the receipt of any written notice from any party date to a New Sponsor Equity Commitment Letter with respect which rental has been paid to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter.Lessor under this Agreement; (c) Each party hereto shall providewhether or not, to the knowledge of the Lessor, there is an existing default by Company in the payment of Rent or any other sum of money under this Agreement, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required whether or not there is any other existing default by either party under this Agreement with respect to which a notice of default has been served, and if there is such a default specifying its nature and extent; (d) whether or not, to the Equity Financing knowledge of Lessor, there are any set-offs, defenses or any debt financing or indebtedness counter-claims against enforcement of the obligations to be performed by Lessor or Company in connection with under this Agreement; and, (e) such other reasonable information relating to this Agreement that a Leasehold Mortgagee or assignee may request. 2.18.7 All notices of default required to be delivered to a Leasehold Mortgagee under this Agreement will be sent to any Leasehold Mortgagee by overnight courier service or certified mail, return receipt requested. No such notice shall be valid or effective as against the consummation Leasehold Mortgagee until and unless actually received by the Leasehold Mortgagee as evidenced by the courier service’s delivery records or the return receipt. 2.18.8 In the event this Agreement is terminated for any reason prior to the end of the Transactionsterm (it being the intent that the Agreement will remain in full force and effect if Leasehold Mortgagee performs), including Lessor shall enter into a new Agreement with Leasehold Mortgagee holding a first priority interest covering the Premises, provided that the Leasehold Mortgagee (i) the Company obtaining approval of requests such new Agreement by written notice to Lessor within sixty (A60) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Timedays after termination, and (ii) cures all prior defaults of Company that are capable of being cured by Leasehold Mortgagee. The new Agreement shall be for the remainder of the term, effective at the date of such termination, at the same rent and on the same covenants, agreements, conditions, provisions, restrictions and limitations contained in this Agreement. The new Agreement shall have the same title priority as this Agreement and shall be subject only to the exceptions to title having priority over this Agreement or such additional exceptions to which such Leasehold Mortgagee has consented in writing. In the event the Lessor and such Leasehold Mortgagee enter into any such new Agreement, title to all the Facilities located upon the Premises as of the date of such new Agreement shall automatically vest in such Leasehold Mortgagee. If requested by such Leasehold Mortgagee, Xxxxxx agrees to execute and deliver to Leasehold Mortgagee within 10 days after request therefore, a quitclaim deed in recordable form conveying title to such Facilities to such Leasehold Mortgagee. Xxxxxx also agrees to assign to such Leasehold Mortgagee all Subleases with Tenants who’s Subleases attorn to Lessor upon the termination of this Agreement. 2.18.9 Lessor shall cooperate in amending this Agreement from time to time to add any provision which may reasonably be requested by any Leasehold Mortgagee or proposed lender for the purpose of implementing the mortgagee protection provisions contained in this Agreement and allowing such Leasehold Mortgagee reasonable means to protect or preserve the lien of its loan and the value of its security. Lessor agrees to execute and deliver (and to acknowledge if necessary for recording purposes) any agreement necessary to effect any such amendment; provided, however, that any such amendment shall not in any way affect or change the term of this Agreement or the Rent or other amounts payable to Lessor under this Agreement, subordinate the fee interest of Lessor in the real property underlying the Premises, nor otherwise in any material respect adversely affect any rights of Lessor under this Agreement. 2.18.10 The bankruptcy or insolvency of Company using will not operate or permit the Lessor to terminate this Agreement as long as all Rent or other monetary payments required to be paid by Company continue to be paid and other required obligations are performed in accordance with the terms of this Agreement. 2.18.11 To the extent any of the terms of this Agreement are inconsistent with the terms of this Section regarding mortgagee protection provisions, the mortgagee protection provisions will control. 2.18.12 Every Leasehold Mortgage shall contain a provision that copies of all notices of default by Company thereunder must be sent to Lessor. In the event of any default by Company under any Leasehold Mortgage, the Lessor reserves the right to make any payments due to the Leasehold Mortgagee before the Leasehold Mortgagee resorts to any foreclosure or sale proceedings under its deed of trust or other security instrument. 2.18.12.1 Following any foreclosure or deed in lieu of foreclosure the leasehold estate created by this Agreement and the Facilities may be transferred or assigned as provided in Section 2.1.2. 2.18.13 Any mortgage placed by the Lessor on the fee title to the Premises shall be subordinate to this Agreement (and any replacement to this Agreement), any separate lease entered into in accordance with Section 4.8 and all Subleases. 2.18.14 Prior to any termination of this Agreement by Lessor, any Leasehold Mortgagee shall be allowed sufficient time to complete any foreclosure action, including time for delays due to official restraint (including by law, process or injunction issued by a court), so long as such Leasehold Mortgagee is making payments required by this Agreement which can be reasonably determined prior to acquiring the Company’s interest under this Agreement. Leasehold Mortgagee shall have the right to terminate foreclosure proceedings at any time if Company has cured all defaults under any loan from Leasehold Mortgagee. However, no such termination of foreclosure proceedings shall prevent Lessor from pursuing, or continuing to pursue, its rights and remedies under this Agreement against Company for any uncured defaults under this Agreement. 2.18.15 So long as any Leasehold Mortgage is in effect, there shall be no merger of the leasehold estate created by this Agreement into the fee simple estate in the Premises without the prior written consent of the Leasehold Mortgagee. 2.18.16 Any Leasehold Mortgagee shall have the right to participate in any settlement or adjustment of losses under insurance policies maintained by Company under this Agreement. Such Leasehold Mortgagee shall be named as a loss payee or additional insured, as applicable, in accordance with any loan documents executed by Company, under the insurance policies required under this Agreement. Company shall use commercially reasonable efforts to ensure obtain provisions in Leasehold Mortgages providing that any proceeds of insurance shall first be used for the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If purposes provided for in this Agreement before any portion thereof is terminated in accordance with its terms prior applied to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for repay any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii)indebtedness under such Leasehold Mortgage. (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Merger.

Financing. (a) Subject to the terms and conditions of this Agreement, each in the period between the date hereof and the Closing Date, Parent and Merger Sub shall use their respective reasonable best efforts to obtain the Financing on substantially the terms and conditions described in the Commitment Letters, and use reasonable best efforts to: (i) maintain in effect the Commitment Letters, (ii) negotiate definitive agreements with respect to the Debt Financing in accordance with the terms and conditions contained in the Debt Commitment Letter (or on terms no less favorable to Parent or Merger Sub than the terms and conditions in the Debt Commitment Letter) so that such agreements are effective no later than the Closing, (iii) satisfy prior to the Closing all conditions precedent applicable to Parent and Merger Sub in the Commitment Letters that are within their control and that have not been waived by the Financing Sources, (iv) consummate the Financing in accordance with the terms described in the Commitment Letters (or otherwise acceptable to Parent) at or prior to Closing, and (v) enforce the rights of Parent and Merger Sub under the Commitment Letters and cause the Financing Sources to fund the Financing at or prior to Closing in accordance with the terms of the Commitment Letters, including by commencing a litigation proceeding against any breaching Debt Financing Source in which Parent and Merger Sub will use their reasonable best efforts to compel such breaching Debt Financing Source to provide its portion of such Debt Financing as required. Any and all fees and expenses in connection with the Commitment Letters and/or the Financing shall be paid by Parent or, if the Closing occurs, the Surviving Corporation. (b) Without limiting the generality of Section 5.07(a), Parent and Merger Sub shall give the Company prompt written notice of (i) Parent or Merger Sub becoming aware of any material breach by any party to the Commitment Letters, (ii) the receipt of any written notice or other written communication from any Financing Source with respect to any termination or repudiation by any party to the Commitment Letters, (iii) Parent or Merger Sub becoming aware of any material dispute or disagreement between or among any parties to any Commitment Letters that would reasonably result in a material breach under the Commitment Letters, (iv) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on substantially the terms and conditions contemplated by the Commitment Letters and (v) any amendment, modification or replacement of the Commitment Letters with copies thereof. As soon as reasonably practicable, but in any event within three (3) days of the date the Company delivers to Parent and Merger Sub a written request, Parent and Merger Sub shall provide any information reasonably requested by the Company relating to the circumstances in the foregoing sentence. (c) Prior to the Closing, Parent and Merger Sub shall not agree to, or permit, any amendment or modification of, or waiver under, the Commitment Letters without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed) if such proposed amendment, modification, supplement, restatement or replacement (x) materially reduces the aggregate amount of the Debt Financing or the Equity Financing to be funded at Closing which has not otherwise been replaced by another binding financing source reasonably acceptable to the Company; provided, that the Company agrees that any increase in the amount of the Equity Financing by the Equity Financing Sources in at least the amount of any deficiency in the Debt Financing and a binding commitment on terms and conditions not materially less favorable to the Company’s interests than the existing Debt Commitment Letter from a reasonably acceptable alternative debt financing source in at least the amount of such deficiency, in each case, is acceptable, or (y) imposes new or additional conditions precedent to funding or otherwise expands, amends or modifies the then existing conditions precedent to funding to the Financing on the Closing, in each case in a manner that would reasonably be expected to (i) prevent, hinder or delay the Closing or (ii) adversely impact the ability of Parent and Merger Sub to enforce their rights against the other parties to the Commitment Letters or the ability of the Company to enforce its rights under the Equity Commitment Letters, in each of clauses (i) and (ii) in any material respect. Parent and Merger Sub shall not release or consent to the termination of the obligations of the Financing Sources under the Commitment Letters, except for assignments and replacements of an individual lender under the terms of or in connection with the syndication of the Debt Financing or as otherwise expressly contemplated by the Debt Commitment Letter, provided that such assignments or replacements would not prevent, delay or impair the availability of the Debt Financing under the Debt Commitment Letter or the consummation of the transactions contemplated by this Agreement. (d) Other than as permitted in clauses (a)-(c) above, in the event that Parent or Merger Sub become aware that any material portion of the Financing is reasonably likely not to be available at Closing under the Commitment Letters, Parent and Merger Sub shall (i) promptly notify in writing the Company of such circumstances and the reasons therefor and (ii) use their respective reasonable best efforts to obtain alternative financing from alternative financial institutions reasonably acceptable to the Company in an amount sufficient to consummate the transactions contemplated by this Agreement upon conditions not materially less favorable to the Company’s interests than the existing Commitment Letters as promptly as practicable following the occurrence of such event (and in any event no later than the Closing). Parent shall furnish the Company with complete, correct and executed copies of any material definitive agreements with respect to the Financing (including any alternative financing agreement) promptly upon their execution and shall keep the Company reasonably informed of the status of its efforts to arrange and consummate the Financing. (e) In the period between the date hereof and the Closing Date, upon the request of Parent and Merger Sub, the Company shall and shall cause its Subsidiaries and its and their respective officers, directors, managers, employees, accountants, consultants, legal counsel, agents and other representatives, at Parent’s sole expense, to cooperate reasonably in connection with the arrangement and obtaining of the Financing, including (i) providing to Parent, Merger Sub and their Financing Sources from time to time all financial and other pertinent information regarding the Company and its industry reasonably requested by them (including information to be used in the preparation of one or more information packages regarding the business, operations, financial projections and prospects of the Company and its Subsidiaries customary for such Debt Financing or reasonably necessary for the syndication of the Debt Financing by the Debt Financing Sources), (ii) participating in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions with prospective lenders and sessions with rating agencies in connection with the Debt Financing, including direct contact between senior management (with appropriate seniority and expertise) and representatives (including accountants) of the Company and its Subsidiaries, on the one hand, and the Debt Financing Sources, potential lenders and investors for the Debt Financing, on the other hand, (iii) furnishing all financial statements reasonably required by the Commitment Letters within the time periods specified therein, (iv) assisting with the preparation and entering into as of the Effective Time of definitive agreements with respect to the Debt Financing (including review as of any disclosure schedules related thereto for completeness and accuracy) or the amendment of any of the Company’s or its Subsidiaries’ currency or interest hedging agreements, or other agreements, in each case, on terms satisfactory to Parent and that are reasonably requested by Parent in connection with the Debt Financing (provided, however, that prior to the Effective Time the Company shall only be required to amend any such agreement if the Guarantor shall provide the Company with indemnification satisfactory to the Company for the effects of any such amendment), (v) assisting with the preparation of materials for rating agency presentations, offering and syndication documents (including public and private information memoranda and lender presentations), business projections and similar marketing documents required in connection with the Debt Financing (provided, that any such presentations and similar documents shall contain disclosure and pro forma financial statements reflecting the Surviving Corporation and/or its Subsidiaries as the obligor and Parent shall be solely responsible for the preparation of any such pro forma financial statements contained therein, provided, that, the Company shall use its reasonable best efforts to consummate cause its independent auditors to provide its reasonable cooperation and assistance in connection with the Equity preparation of such pro forma financials) and other materials to be used in connection with obtaining the Debt Financing at and all documentation and other information required by the Debt Financing Sources for compliance with applicable “know your customer” and anti-money laundering rules and regulations, including U.S.A. Patriot Act of 2001, (vi) cooperating reasonably with the Financing Sources’ due diligence, (vii) executing customary authorization and management representation letters, (viii) reasonably cooperating in satisfying the conditions precedent set forth in the Commitment Letters or prior any definitive document relating to the Financing (to the extent the satisfaction of such condition requires the cooperation of, and is within the control of, the Company and its Subsidiaries), including but not limited to (A) permitting, subject to appropriate confidentiality arrangements, the prospective lenders and investors to evaluate the Company’s and its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements and (B) establishing bank and other accounts and security arrangements in connection with the foregoing, (ix) issuing customary representation letters to auditors and using reasonable best efforts to obtain legal opinions, surveys, title insurance, accountants’ comfort letters and consents to the use of accountants’ audit reports relating to the Company, (x) executing and delivering, as of the Effective Time. (b) Parent shall give , any guarantees, pledge and security documents, other definitive financing documents, or other certificates or documents contemplated by the Company prompt notice (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Debt Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation hedging agreements as may be reasonably required requested by Parent or Merger Sub (including a customary certificate of the chief financial officer of the Company with respect to solvency matters and otherwise reasonably facilitating the Equity Financing pledging of collateral or any debt financing or indebtedness provision of the Company guarantees in connection with the Debt Financing), (xi) using reasonable best efforts to obtain such consents, approvals, authorizations and instruments which may reasonably be requested by Parent or Merger Sub to permit the consummation of the TransactionsDebt Financing, including, but not limited to, collateral arrangements, including obtaining payoff letters, releases, terminations, landlord waivers and access agreements, waivers, consents, estoppels and approvals as may be required in connection therewith, (ixii) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable best efforts to ensure that the Parent and the Surviving Company Financing Sources benefit from the existing lending relationships of the Group Companies Company and its Subsidiaries, (xiii) using its reasonable best efforts to permit any cash and marketable securities of the Company and its Subsidiaries to be made available to Parent and Merger Sub at the Effective Time, and (xiv) as of the Effective Time, taking all corporate actions necessary to authorize the consummation of the Financing and to permit the proceeds thereof to be made available to the Surviving Corporation immediately upon the Effective Time; provided that, notwithstanding anything to the contrary contained in this Agreement (including this Section 5.07), nothing in this Agreement shall require any cooperation to the extent requested by Parent. Neither that it would require the Company nor or any of its Subsidiaries shall (x) be required or representatives, as applicable, to waive or amend any terms of this Agreement or agree to pay any commitment or similar fee prior to the Effective Time other fees or (y) be required to commit to taking reimburse any action that is not contingent upon the Closing (including entry into expenses or incur any agreement) or would be effective liability prior to the Effective Time. If All non-public information or other confidential information provided pursuant to this Agreement is terminated Section 5.07 shall be kept confidential in accordance with the Confidentiality Agreement, except that Parent and its terms prior Affiliates shall be permitted to disclose such information to potential syndicate members during syndication, subject to customary confidentiality undertakings by such potential syndicate members. The Company hereby consents to the occurrence use of its and its Subsidiaries’ logos in connection with the Effective TimeDebt Financing, provided that such logos are used in a manner that is not intended to harm or disparage the Company, its Subsidiaries or their marks and on such other customary terms and conditions as the Company may reasonably impose. (f) Parent shall shall, if the Closing has not occurred, promptly upon request by the Company or promptly after termination of this Agreement (other than a termination pursuant to Section 7.01(c) or Section 7.01(d)(ii)), reimburse the Company for any all documented reasonable and documented out-of-pocket expenses and costs incurred by it in connection with the Company’s compliance with performance by the Company or other Persons obligated under this Section 6.07(c)(i) through (iii). (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s 5.07 of its obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Mergerthis Section 5.07.

Financing. (a) Subject A. The City's issuance of the 2010 Note is authorized by and in accordance with the Resolution for the purpose of refinancing the CRA Projects and for other lawful purposes authorized by the Resolution. The debt service on the 2010 Note is not secured by any amounts pledged to the terms City hereunder. B. In consideration of the payment of the Tax Increment Revenues by the Community Redevelopment Agency to the City to pay the portion of the 2010 Note which is attributable to the CRA Projects, the City has refinanced the cost of the CRA Projects through the issuance of the 2010 Note pursuant to the Resolution, and conditions if necessary due to the nature of such CRA Projects, any amounts required to be rebated to the United States Treasury pursuant to the Internal Revenue Code of 1986, as amended, in order to preserve the exclusion of interest on the 2010 Note from the gross income of the recipients thereof for federal income taxation purposes. C. Upon execution of this Agreement, each of Parent and Merger Sub subject to Section 4 hereof, the Community Redevelopment Agency shall use its reasonable best efforts immediately deposit or cause to consummate be deposited Tax Increment Revenues received by the Equity Financing at or prior Community Redevelopment Agency with the City in amounts sufficient to pay the Effective Time.following (the "CRA Obligations"): (b) Parent shall give the Company prompt notice (i) upon becoming aware all amounts paid or payable pursuant to the Resolution, by reason of the issuance of the portion of the 2010 Note which is attributable to the CRA Projects or necessary in order to preserve the exclusion of interest on the portion of the 2010 Note which is attributable to the CRA Projects from the gross income of the recipients thereof for federal income taxation purposes; and (ii) all amounts necessary to reimburse the City for amounts expended by it to pay any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto the items mentioned in clauses (i) or (ii) upon above and any interest thereon as prescribed in Section 2 hereof. Subject to Section 4 hereof, the receipt of any written notice from any party obligation to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect transfer the Tax Increment Revenues to the Equity Financing or any debt financing or indebtedness of City to pay the Company CRA Obligations specified in connection with the consummation of the Transactions, including clauses (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) above shall survive the Company using commercially reasonable efforts date on which the 2010 Note is no longer due and owing under the Resolution. Any amounts received by the Community Redevelopment Agency in excess of the amount necessary to pay the CRA Obligations set forth above may be retained by the Community Redevelopment Agency and used for any lawful purpose of the Community Redevelopment Agency. D. Subject to Section 4 hereof, in order to secure its indebtedness to the City for the CRA Obligations, the Community Redevelopment Agency hereby pledges to the City the Tax Increment Revenues which pledge shall be prior and superior to all other pledges thereof; provided, however, that the tax increment revenues which derive from any other redevelopment areas subsequently established by the Community Redevelopment Agency are not pledged in any manner to secure the CRA Obligations. E. The Community Redevelopment Agency is presently entitled to receive the Tax Increment Revenues to be deposited in the Redevelopment Trust Fund, and has taken all action required by law to entitle it to receive such Tax Increment Revenues, and the Community Redevelopment Agency will diligently enforce the obligation of any "Taxing Authority" (as defined in Section 163.340(2), Florida Statutes) to appropriate its proportionate share of the Tax Increment Revenues and will not take, or consent to or adversely permit, any action which will impair or adversely affect the obligation of each such Taxing Authority to appropriate its proportionate share of such Tax Increment Revenues, impair or adversely affect in any manner the deposit of such Tax Increment Revenues in the Redevelopment Trust Fund, or the pledge of such Tax Increment Revenues hereby to the extent as described herein. The Community Redevelopment Agency and the City shall be unconditionally and irrevocably obligated so long as the 2010 Note is outstanding, and until the payment in full by the Community Redevelopment Agency of its indebtedness to the City for the CRA Obligations, to take all lawful action necessary or required in order to ensure that each such Taxing Authority shall appropriate its proportionate share of the Parent Tax Increment Revenues as now or later required by law, and to make or cause to be made any deposits of Tax Increment Revenues or other funds required by this Agreement and the Surviving Company benefit from Resolution. F. Subject to Section 4 hereof, the existing lending relationships Community Redevelopment Agency does hereby authorize and consent to the exercise of full and complete control and custody of the Group Companies to Redevelopment Trust Fund, and any and all moneys therein, by the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required City for the Surviving Company’s due assumption of, purpose provided in the Resolution and succession to, the Company’s obligations under the 2022 Indenture and the Facility this Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee payment of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the MergerCRA Obligations.

Financing. (a) Subject The Purchaser shall use its best efforts to obtain the Financing on the terms and conditions described in or contemplated by the Financing Commitments and shall not agree to any amendment or modification to, or any waiver of this Agreementany provision or remedy under, each the Financing Commitments without the prior written consent of Parent and Merger Sub shall use its reasonable best efforts the Seller if such amendments, modifications or waivers would or would reasonably be expected to (i) reduce the aggregate amount of the Financing below the amount required to consummate the Equity Financing at Contemplated Transactions or prior amend or modify any conditions in a manner adverse to the Effective TimeSeller, (ii) impose new or additional conditions to the receipt of the Financing, (iii) prevent or materially delay the Closing Date, or (iv) adversely impact in any material respect the ability of Purchaser to enforce its rights against the other parties to any of the Financing Commitments or (v) adversely impact the Contemplated Transactions in any manner. (b) Parent Without limiting the generality of Section 5.8(a), the Purchaser shall give the Company prompt notice use best efforts to (i) upon becoming aware maintain in effect each of any breach the Financing Commitments, (ii) satisfy all conditions and covenants applicable to the Purchaser in the Financing Commitments on or prior to the Closing and otherwise comply with its obligations thereunder, (iii) enforce its rights under the Financing Commitments and (iv) in the event that all conditions in the Financing Commitments, the Subscription Receipt Agreement (as defined in the Standby Purchase Agreement) and the Subscription Receipt Indenture (as defined in the Debt Subscription Agreement) have been satisfied, cause the persons providing the Financing to fund on the Closing Date the Financing required to consummate the transactions contemplated by this Agreement. (c) The Purchaser shall keep the Seller promptly informed of the status of its efforts to consummate the Financing and shall give Seller prompt written notice: (i) of any material provision of breach or material default (or any New Sponsor Equity Commitment Letter event or termination of circumstance that, with or without notice, lapse or time or both, would reasonably be expected to give rise to any New Sponsor Equity Commitment Letter material breach or material default) by any party thereto to the Financing Commitments or definitive document related to the Financing of which Purchaser becomes aware; (ii) upon of the receipt of any written notice or other written communication from any party to a New Sponsor Equity Commitment Letter the Financing Commitments with respect to any threatened breach breach, default, termination or repudiation by any party to the Financing Commitments or any definitive document related to the Financing; and (iii) if the Purchaser becomes aware that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Financing Commitments or the definitive documents related to the Financing; provided that Purchaser need not provide any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letterinformation that is privileged. (cd) Each party hereto In the event any portion of the Financing becomes unavailable on the terms and conditions described in or contemplated by the Financing Commitments for any reason whatsoever, as promptly as reasonably practicable following the occurrence of such event, the Purchaser shall provideuse best efforts to obtain alternative financing from alternative sources on terms and conditions substantially not less favourable, taken as a whole, to Purchaser (in the reasonable judgment of Purchaser) than those in the unavailable Financing Commitments and shall cause each of its Subsidiaries that is sufficient, when taken together with the Purchaser’s cash on hand and each of their respective Representatives the Financing Commitments that remains available at the time to provide, all cooperation as may be reasonably required with respect to pay the Equity Financing or any debt financing or indebtedness of Purchase Price and the Company fees and expenses payable by the Purchaser in connection with the consummation Contemplated Transactions (the “Alternative Financing”). The Purchaser shall keep Seller promptly informed on a reasonably current basis of the Transactionsstatus of its efforts to arrange any Alternative Financing. For the purposes of this Agreement, “Financing Commitments” shall be deemed to include any commitment letter (or similar agreement) with respect to any Alternative Financing arranged in compliance herewith. (e) Prior to the Closing, the Seller shall use commercially reasonable efforts and shall cause the ELN Companies to use commercially reasonable efforts, and shall use its commercially reasonable efforts to cause its respective representatives to, provide to the Purchaser, at the Purchaser’s sole expense in respect of the Seller’s out-of-pocket costs, all reasonable cooperation requested by the Purchaser that is required in connection with the Financing and any Alternative Financing, including (i) furnishing the Company obtaining approval of Purchaser and its financing sources with (A1) an increase in the size copies of the Company Board Financial Statements, together with, to such number as is requested in writing by Parent the extent applicable, the report of the Seller’s auditors with respect thereto, and (B2) all information relating to the election ELN Companies and the Business, including the financial statements required by Applicable Laws for inclusion in any prospectus filed by PNCC with securities regulatory authorities in Canada in connection with the Financing, it being understood and agreed by the Parties that if any financial statements, other than the financial statements prepared by the Seller prior to the date hereof, are required to be prepared pursuant to Applicable Laws or otherwise in connection with the Financing, all out-of-pocket fees, costs and expenses relating to the preparation and delivery of such financial statements shall be borne exclusively by the Purchaser (information required to be delivered pursuant to this clause (i) being referred to as the “Required Information”); (ii) participating in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers, agents or underwriters for, and prospective lenders and investors of or in, the Financing and senior management and representatives, with appropriate seniority and expertise, of the Business, including the chief executive officer, chief financial officer and other senior executive officers of each of the ELN Companies), due diligence sessions, (iii) providing monthly income statements down to the EBITDA level (internal flash statement of income) for the Business and monthly accounts receivable balance of the Business, (iv) assisting with the preparation of customary materials for bank information memoranda, offering documents, prospectuses, private placement memoranda and similar documents required in connection with the Financing (including the delivery of any consents of accountants for use of their reports in any materials relating to the Financing and the delivery of one or more customary representation letters), (v) using commercially reasonable effort to facilitate the pledging of collateral in connection with the Financing, including executing and delivering any documents as may be reasonably requested by the Purchaser, (vi) providing access and information reasonably requested by the Purchaser to allow the Purchaser to undertake inventory appraisals, field audits, environmental assessments and obtain surveys and title insurance, (vii) providing to the sources of the Financing all documentation and other information required by regulatory authorities with respect to the Company Board under applicable “know your customer” and anti-money laundering rules and regulations, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada)), (viii) causing the taking of corporate actions (subject to the occurrence of the individuals who will serve as directors Closing) by the ELN Companies reasonably necessary to permit the completion of the Surviving CompanyFinancing, in each case of clauses (Aix) facilitating the execution and delivery at the Closing (B), effective as of immediately prior subject to the Effective Timeoccurrence of the Closing) of definitive documents related to the Financing on the terms contemplated by the Financing Commitments, and (iix) the Company using commercially reasonable efforts to ensure cause accountants and legal counsel to provide their reasonable cooperation and assistance, including participating in a reasonable number of due diligence sessions and drafting sessions; provided, however, that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies nothing herein shall require such cooperation to the extent requested by Parentit would interfere unreasonably with the operation of the Business; provided, further, that the Seller and the ELN Companies shall not be required to take any action described in this Section 5.8 that would become legally binding on any of them prior to the Closing. Neither the Company Seller nor any of its Subsidiaries the ELN Companies shall (x) be required to take any action that would subject any of them to any liability, to bear any third-party cost or expense or to pay any commitment or other similar fee prior or make any other payment (other than reasonable out-of-pocket costs or any such costs, expenses, fees or payments to be reimbursed by the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreementPurchaser) or would be incur any other liability or provide or agree to provide any indemnity in connection with the Financing or any of the foregoing, which is effective prior to the Effective TimeClosing. If this Agreement is terminated The Seller will ensure that none of the Required Information contains any misrepresentations (as defined in the Securities Act (Ontario)) regarding the Seller, the ELN Companies or the Business. The Purchaser shall indemnify and hold harmless the Seller and the ELN Companies and their representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement or completion of the Financing (including any action taken in accordance with its terms prior to this Section 5.8) and any information utilized in connection therewith (other than the occurrence Required Information) except in the event such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments or penalties arose out of or result from the wilful misconduct, intentional misrepresentation or gross negligence of the Effective TimeSeller, Parent shall its Affiliates or any of their respective officers, employees or representatives. The Purchaser shall, promptly upon request by the Seller, reimburse the Company Seller and the ELN Companies for any all documented and reasonable and documented out-of-pocket costs incurred by it the Seller and the ELN Companies in connection with this Section 5.8(e). The Seller hereby consents to the reasonable use of the ELN Companies’ logos in connection with the Company’s compliance with Section 6.07(c)(i) through (iii)Financing, provided that such logos are used solely in a manner that is not intended or reasonably likely to harm or disparage the ELN Companies in any respect. (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Merger.

Financing. (a) Subject Parent has received and accepted an executed and binding debt commitment letter dated as of the date hereof, a true, correct and complete copy of which has been delivered to the Company (the “Debt Commitment Letter”) from the Debt Financing Sources party thereto pursuant to which the Debt Financing Sources have agreed, subject to the terms and conditions of thereof, to provide the debt amounts set forth therein. The financings referred to in the Debt Commitment Letter are collectively referred to in this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to consummate Agreement as the Equity Financing at or prior to the Effective Time“Debt Financing”. (b) Parent shall give As of the date hereof, the obligations of the Debt Financing Sources to fund the Debt Financing under the Debt Commitment Letter are not subject to any conditions precedent or other contingencies, except as set forth in the Debt Commitment Letter and the Fee Letters described below. Except for a customary fee letter related to the Debt Financing, a true, correct and complete copy of which has been provided to the Company prompt notice with only the amount of fees, “pricing flex” and other economic terms therein redacted (none of which (i) upon becoming aware subject the funding of the Debt Financing to any breach of any material provision of any New Sponsor Equity Commitment Letter additional conditions precedent or termination of any New Sponsor Equity Commitment Letter by any party thereto other contingencies or (ii) upon could reduce the receipt total amount of the Debt Financing available to Parent or either Merger Sub on the Closing Date), and a customary fee credit letter related to the Debt Financing and a customary engagement letter related to the Debt Financing (neither of which (A) subject the funding of the Debt Financing to any written notice from any party additional conditions precedent or other contingencies or (B) could reduce the total amount of the Debt Financing available to a New Sponsor Equity Commitment Letter Parent or either Merger Sub on the Closing Date) (collectively, such fee letter, fee credit letter and engagement letter, the “Fee Letters”), as of the date hereof, there are no side agreements or other arrangements, commitments or understandings with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letterthe Debt Financing. (c) Each party hereto shall provide, As of the date hereof and shall cause each assuming satisfaction or waiver (to the extent permitted by applicable Law) of its Subsidiaries the conditions to Parent’s and each of their respective Representatives Merger Sub’s obligations to provideconsummate the Merger, Parent does not have any reason to believe that it will be unable to satisfy on a timely basis all cooperation as may terms and conditions to be reasonably required with respect to the Equity Financing or any debt financing or indebtedness of the Company in connection with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase satisfied by it in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately Debt Commitment Letter on or prior to the Effective TimeClosing Date, and (ii) the Company using commercially reasonable efforts to ensure that the nor does Parent and the Surviving Company benefit from the existing lending relationships have knowledge, as of the Group Companies to the extent requested by Parent. Neither the Company nor date of this Agreement, that any of the Debt Financing Sources will not, or is expected not to, perform its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii)obligations thereunder. (d) The Company As of the date hereof, the Debt Commitment Letter is a legal, valid and binding obligation of Parent and, to the knowledge of Parent, of the other parties thereto. Parent has paid in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Debt Commitment Letter on or before the date of this Agreement and will pay in full any such amounts due on or before the Closing Date. (e) For the avoidance of doubt, in no event shall use reasonable best efforts to obtainthe receipt or availability of any funds or financing (including, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession toavoidance of doubt, the CompanyDebt Financing) by Parent or any Affiliate thereof or any other financing or other transactions be a condition to any of Parent’s or either Merger Sub’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Mergerhereunder.

Financing. (a) Subject At the Closing, Parent and Merger Sub will have immediately available funds sufficient to pay the aggregate Merger Consideration and any other payments contemplated by this Agreement and to pay all fees and expenses related to the Financing, the Merger or any other transactions contemplated by this Agreement. True, complete and correct copies of the fully executed Purchase Agreement by and between HSS and Stanford International Bank Ltd., (“SIBL”) dated as of the date of this Agreement (the “Purchase Agreement”), pursuant to which SIBL has agreed, subject to the terms and conditions thereof, to provide to Parent and/or Merger Sub the amounts set forth therein (the “Financing”), have been provided to the Company. The Purchase Agreement is the only agreement that has been entered into by Parent or its Affiliates with respect to the Financing that contain conditions to the closing of this the Financing. Except to the extent permitted by Section 5.12(c), the Purchase Agreement has not been amended or modified, and the respective obligations contained in the Purchase Agreement have not been withdrawn or rescinded in any respect. Except to the extent permitted by Section 5.12(c), the Purchase Agreement, each in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of Parent and and/or Merger Sub. No event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent and/or Merger Sub shall use its reasonable best efforts to consummate under any term or condition of the Equity Financing at Purchase Agreement. Parent and/or Merger Sub has fully paid any and all commitment fees or prior other fees incurred in connection with the Purchase Agreement that have become due and payable. In the event a New Purchase Agreement is entered into, references in this Agreement to the Effective TimePurchase Agreement shall be deemed to be references to the New Purchase Agreement. (b) Parent shall give Subject to its terms and conditions, the Company prompt notice (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) Financing, when funded in accordance with the Purchase Agreement, will provide funds at the Closing and at the Effective Time sufficient to consummate the Merger upon the receipt terms contemplated by this Agreement and to pay all related fees and expenses associated therewith, including payment of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach all amounts under Article II of any material provision of such New Sponsor Equity Commitment Letter this Agreement. There are no conditions precedent or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect other contingencies to the Equity Financing or any debt financing or indebtedness funding of the Company full amount of the Financing other than as set forth in the Purchase Agreement. Parent and Merger Sub have no reason to believe that any of the conditions precedent to the Financing will not be satisfied in full in connection with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing transactions contemplated by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure this Agreement or that the Financing will not be available to Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon and/or Merger Sub on the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii)Date. (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Merger.

Financing. (a) Subject to the terms and conditions of this Agreement, each Parent shall (and shall cause its Affiliates to) use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on the terms and subject only to the conditions (including pursuant to any “flex” provisions in any fee letter relating to the Debt Financing) set forth in the Financing Letters, including using commercially reasonable efforts to (i) comply with its obligations under (A) the Equity Funding Letters and (B) the Debt Commitment Letters and any definitive agreements related thereto, (ii) maintain in effect the Financing Letters (subject to Parent’s right to replace, restate, supplement, modify, assign, substitute, waive or amend the Financing Letters in accordance herewith) until the earliest of the consummation of the Transactions, the termination of this Agreement or the time at which any Alternative Debt Financing is available, (iii) negotiate and enter into definitive agreements with respect to the Debt Financing on a timely basis on terms and conditions (including the flex provisions) contained in the Debt Commitment Letters or otherwise not materially less favorable with respect to conditionality to Parent in the aggregate than those contained in the Debt Commitment Letters, (iv) satisfy on a timely basis all conditions contained in the Financing Letters that are applicable to Parent and Merger Sub shall use its reasonable best efforts Affiliates and the definitive agreements related thereto, including the payment of any commitment, engagement or placement fees required as a condition to consummate the Debt Financing or Equity Financing, as applicable, (v) if all conditions to the Debt Financing and the Equity Financing have been satisfied in accordance with the Debt Commitment Letters and Equity Funding Letters, respectively, cause the Persons committing to fund the applicable Financing to fund such Financing at or prior the Closing and (vi) enforce its rights under the Financing Letters and the definitive agreements relating to the Effective Time. Financing. To the extent reasonably requested by the Company in writing from time to time, Parent shall keep the Company reasonably informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Debt Financing and provide to the Company copies (bincluding material drafts) of the material Debt Financing documents. Parent shall give the Company prompt notice (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness of the Company in connection with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Merger.upon

Financing. (a) Subject Each of Company and Seller shall use its commercially reasonable efforts to provide such assistance (and shall cause its Subsidiaries and their respective Representatives to use their respective commercially reasonable efforts to provide such assistance) with the Debt Financing (including, without limitation, with respect to timeliness) as is reasonably requested by Acquiror. Such assistance shall include: (i) participation in meetings, drafting sessions and due diligence (including accounting due diligence sessions) and sessions with rating agencies, prospective lenders and investors; (ii) furnishing Acquiror and its financing sources with financial and other pertinent information regarding Company and its Subsidiaries as may be reasonably requested by Acquiror to consummate the Debt Financing, (iii) assisting Acquiror and its financing sources in the preparation of (A) an offering document for any portion of the Debt Financing and (B) materials for rating agency presentations, (iv) cooperating with the marketing efforts of Acquiror and its financing sources for any portion of the Debt Financing; (v) facilitating the pledging of collateral and perfection of liens security and, with respect to Company and its Subsidiaries, the providing of guarantees supporting the Debt Financing; (vi) taking such actions as promptly as practicable (but in any event, prior to the terms Termination Date) as are reasonably requested by Acquiror to facilitate the satisfaction on a timely basis of all conditions to obtaining the Debt Financing, including without limitation, delivery by Company’s chief financial officer (or other equivalent officer) on the Closing Date of customary solvency certificates with regard to Company and conditions its Subsidiaries; provided that no obligation under any such certificate shall be effective until the Closing; (vii) delivering to Acquiror unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of Company and its Subsidiaries for each subsequent fiscal quarter and month after December 31, 2011 ended, in each case, at least 30 days before the Closing Date; and (viii) causing Company’s independent auditors to reasonably cooperate in connection with the Debt Financing. Company and each of its Subsidiaries hereby consents to the reasonable use of all of its logos, names, and trademarks in connection with the Debt Financing; provided that such logos, names and trademarks shall be used solely in a manner that is not intended or reasonably likely to harm or disparage Company or any of its Subsidiaries, or any of their reputation or goodwill. Nothing contained in this Section 7.3(a) or otherwise shall require Seller, Company or any of its Subsidiaries to be an issuer or other obligor with respect to the Debt Financing prior to the Closing Date. All material, non-public information regarding Company and its Subsidiaries or their respective Affiliates or Representatives pursuant to this Section 7.3(a) shall be kept confidential in accordance with the Confidentiality Agreement, except for disclosure to potential lenders and investors as required in connection with the Debt Financing subject to customary confidentiality protections; provided that neither Company nor any of its Subsidiaries shall be required to pay any commitment or other similar fee or expense or incur any other liability in connection with the Debt Financing; and provided, further, that such requested cooperation does not unreasonably interfere with the ongoing operations of Company and its Subsidiaries. In the event that the Closing does not occur, Acquiror shall indemnify and hold harmless Seller, Company, its Subsidiaries and their respective Affiliates from and against any and all Losses suffered or incurred by them in connection with the arrangement of the Debt Financing, except to the extent any of the forgoing arise from the bad faith, gross negligence or willful and intentional misconduct of, or material breach of this AgreementAgreement by, each Seller, Company or any of Parent and Merger Sub its Subsidiaries, as applicable. (b) Acquiror shall use its reasonable best efforts to consummate obtain the Financing on and subject to the terms and conditions described in the Commitment Letters (or replacement financing obtained in compliance with this Section 7.3(b)), including using its reasonable best efforts to: (i) maintain in effect the Commitment Letters in the form attached to this Agreement (or replacement financing obtained in compliance with this Section 7.3(b)) in accordance with the terms thereof, (ii) cause the Equity Financing to be consummated at or prior to the Effective Time. Closing, (biii) Parent shall give satisfy on a timely basis all conditions to the Company prompt notice Financing set forth in the Commitment Letters (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter replacement financing obtained in compliance with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall providethis Section 7.3(b)), and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness of the Company in connection with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use reasonable best efforts to obtaincause such Persons providing the Financing to fund the Financing required to consummate the transactions contemplated by this Agreement; provided, execute and deliver such documents or instruments as may however, that Acquiror shall not be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations to pursue any Action to enforce such rights under the 2022 Indenture and the Facility Agreement, including Financings. Acquiror shall give Seller prompt notice of (i) customary closing certificates and other similar documents as may be reasonably requested any breach by any party to the trustee of Commitment Letters or the 2022 Notes Debt Financing Documents or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required any event that would reasonably be expected to (A) delay or prevent the Closing or (B) make the timely funding of the Financing or satisfaction of the conditions to obtaining the Financing less likely. Acquiror shall not permit any amendment, modification, supplement, restatement, assignment, substitution or replacement of any of the Commitment Letters (or replacement financing obtained in compliance with this Section 7.3(b)), without the prior written consent of Seller, if such amendment, modification, supplement, restatement, assignment, substitution or replacement (i) reduces the aggregate amount of the Financing that will be available on the Closing Date in order to consummate the transactions contemplated by this Agreement from that contemplated in the 2022 Indenture Debt Financing Commitment Letters or the Facility Agreement in connection with the consummation Equity Financing Commitment Letter or (ii) imposes new or additional conditions or other terms or otherwise expands, amends or modifies any of the Transactionsconditions to the receipt of the Financing or other terms in a manner that would reasonably be expected to (A) delay or prevent the Closing or (B) make the timely funding of the Financing or satisfaction of the conditions to obtaining the Financing less likely to occur. For purposes of clarification, including the Mergerforegoing shall not prohibit Acquiror from amending the Debt Financing Commitment Letter and any related fee letter to (i) add or replace lender(s), lead arrangers, book runners, syndication agents or similar entities (and Affiliates of any of the foregoing) as a party thereto, (ii) make such other changes that would not adversely impact the ability of Acquiror to consummate the transactions contemplated by this Agreement or (iii) replace any Debt Financing Commitment Letter that is withdrawn by a financing source or replace any Debt Financing Commitment Letter that contains a condition precedent which Acquiror believes in good faith will not be satisfied. Acquiror shall keep Seller informed in reasonable detail of the status of its efforts to arrange the Financing. In the event that any portion of the Financing becomes unavailable on the terms and conditions set forth in the Commitment Letters, Acquiror shall promptly notify Seller and use its reasonable best efforts to obtain any such portion from alternative sources on terms not less beneficial, in the aggregate, to Acquiror and that will still enable Acquiror to consummate the transactions contemplated by this Agreement, as promptly as practicable. Acquiror shall deliver to Seller true and complete copies of all Contracts or other arrangements pursuant to which any such source have committed to provide such alternative portion of the Financing.

Financing. (a) Subject Parent covenants and agrees with the Company, on behalf of itself and its Subsidiaries, that it shall take all action necessary to ensure that as of the terms and conditions of this AgreementClosing Date, each of Parent and Merger Sub will have funds, in the aggregate, sufficient for (i) the payment of the aggregate Cash Consideration and any other amounts required to be paid pursuant to Article II, the aggregate amount of cash to be deposited pursuant to Section 1.7(b) in respect of the Reserved Company Common Stock, and the aggregate amount of cash to be paid pursuant to the terms of Section 1.9 in respect of the Company RSU Awards, (ii) the funding of any required refinancings or repayments of any existing indebtedness of the Company or Parent in connection with the Merger or the Financing, and (iii) the payment of all fees and expenses and other payment obligations required to be paid or satisfied by Parent, Merger Sub and the Surviving Entity in connection with the Merger and the Financing. (b) The Company shall, shall cause its Subsidiaries to, and shall use its reasonable best efforts to consummate cause each of its and their respective Representatives, including legal, tax, regulatory and accounting, to, provide all cooperation reasonably requested by Parent with reasonable notice in connection with the Equity Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including using reasonable best efforts to (i) provide information relating to the Company and its Subsidiaries to the Financing Sources that is reasonably available to the Company and is customary for completion of the Financing by the Financing Sources (including audited consolidated financial statements of the Company covering the three (3) fiscal years immediately preceding the Closing for which audited consolidated financial statements are currently available, unaudited financial statements (excluding footnotes) for any interim period or periods of the Company ended after the date of the most recent audited financial statements and at or least 40 days prior to the Effective Time. (b) Parent shall give Closing Date and information regarding the Company prompt notice (i) upon becoming aware business, operations and financial projections of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or the Company), (ii) upon participate and cause senior management to participate in a reasonable number of meetings with Financing Sources and other presentations, road shows, drafting sessions, due diligence sessions (including accounting due diligence sessions) and sessions with the receipt rating agencies, in each case, relating to the completion of the Financing by the Financing Sources, (iii) assist in the preparation of (A) any customary offering documents, bank information memoranda, prospectuses and similar documents for the Financing, and (B) materials for rating agency presentations, (iv) cooperate with the marketing efforts for any component of the Financing (including consenting to the use of the Company’s and its Subsidiaries’ logos; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries), (v) execute and deliver (or use reasonable best efforts to obtain from its advisors), and cause its Subsidiaries to execute and deliver (or use reasonable best efforts to obtain from its advisors), credit agreements and other loan documents, currency or interest hedging agreements, customary certificates, accounting comfort letters (including consents of accountants for use of their reports in any materials relating to the Financing), or other documents and instruments ancillary to the Financing as may be reasonably requested by Parent as customary in connection with the Financing, including any amendments of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of the Company’s or its Subsidiaries’ existing credit agreements, currency or interest hedging agreements; provided that no obligation of any material provision of the Company or its Subsidiaries shall be effective under credit agreements, loan documents or currency or interest hedging arrangements or amendments to such existing arrangements of the Company and its Subsidiaries until the Effective Time, (vi) use its reasonable best efforts, as appropriate, to have its independent accountants provide their reasonable cooperation and assistance, (vii) use its reasonable best efforts to permit any cash and marketable securities of the Company and its Subsidiaries to be made available to Parent and/or Merger Sub at the Closing, provided that the Company shall not be prohibited from using cash and marketable securities in the ordinary course or from taking any action not prohibited by Section 5.1, (viii) provide customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders and containing a representation to the Financing Sources that the public side versions of such New Sponsor Equity Commitment Letter documents, if any, do not include material non-public information about the Company or threatened termination its Affiliates, provided that the Company shall have received such documents in reasonable time to review and provide such representations, and (ix) cooperate reasonably with Financing Sources’ due diligence, to the extent customary and reasonable and to the extent not unreasonably interfering with the business of any such New Sponsor Equity Commitment Letterthe Company and its Subsidiaries. (c) Each party hereto Notwithstanding the foregoing, until the Effective Time occurs, neither the Company, any of its Subsidiaries, nor their respective Representatives, shall provide, and shall cause each (i) be required to take any action in the capacity of a director of the Company or any of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect to the Equity Financing (or any debt alternative financing or indebtedness of the Company that Parent may raise in connection with the consummation of the Transactionstransactions contemplated by this Agreement) if such Representative believes such action would be inconsistent with their fiduciary duties, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or other similar fee prior fee, (iii) have any liability or any obligation under any credit agreement or any related document or any other agreement or document related to the Effective Time Financing (or alternative financing that Parent may raise in connection with the transactions contemplated by this Agreement) or (yiv) be required to commit to taking incur any action other liability in connection with the Financing (or any alternative financing that is not contingent Parent may raise in connection with the transactions contemplated by this Agreement). Parent (i) shall promptly, upon request by the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective TimeCompany, Parent shall promptly reimburse the Company for any all reasonable and documented out-of-pocket costs and expenses actually incurred by it the Company, any of its Subsidiaries or their respective Representatives in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 6.11, (ii) acknowledges and agrees that, except for obligations of the Company’s compliance Subsidiaries from and after the Effective Time, the Company, its Subsidiaries and their respective Representatives shall not have any responsibility for, or incur any liability to any Person under, the Financing (or alternative financing that Parent may raise in connection with Section 6.07(c)(i) through the transactions contemplated by this Agreement), and (iii) shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them prior to the Effective Time in connection with the arrangement of the Financing and any information utilized in connection therewith (other than historical information relating to the Company or its Subsidiaries and information provided by the Company, its Subsidiaries or their Representatives), except in the event that such losses, damages, claims, costs or expenses arise out of or result from the willful misconduct or gross negligence of the Company, any of its Subsidiaries or their respective Representatives. (d) The In the event that the Commitment Letter is amended, replaced, supplemented or otherwise modified, including as a result of obtaining alternative financing, or if Parent substitutes other debt or equity financing for all or a portion of the Financing, the Company shall use reasonable best efforts comply with its covenants in Section 6.11(b) with respect to obtainthe Commitment Letter as so amended, execute replaced, supplemented or otherwise modified and deliver with respect to such documents other debt or instruments equity financing to the same extent that the Company would have been obligated to comply with respect to the Financing, provided, that the Commitment Letter as may be required for so amended, replaced, supplemented or otherwise modified and/or such other debt or equity financing shall not (A) add new (or modify, in a manner adverse to Parent, any existing) conditions precedent or contingencies to the Surviving Company’s due assumption of, funding on the Closing Date of the Financing as set forth in the Commitment Letter or the definitive agreements with respect thereto on terms and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested conditions contemplated by the trustee Commitment Letter (any such agreements the “Definitive Financing Agreements”), (B) adversely impact the ability of Parent to enforce its rights against other parties to the 2022 Notes Commitment Letter or as may be required under the Facility Agreement in connection with Definitive Financing Agreements, or (C) prevent, impede or delay the consummation of the Transactions, including the Merger and the other transactions contemplated by this Agreement. This Section 6.11 shall be deemed to apply to the Commitment Letter as so amended, replaced, supplemented or otherwise modified and/or such other debt or equity financing and references to the Financing shall be deemed to refer instead to such alternative financing. (iie) customary legal opinions as are required All non-public or otherwise confidential information regarding the Company obtained by the 2022 Indenture Parent or the Facility Agreement its Representatives pursuant to this Section 6.11 shall be kept confidential in connection accordance with the consummation of the Transactions, including the MergerConfidentiality Agreement.

Financing. (a) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to consummate (i) cause the Lender to fund the Debt Financing on the terms and conditions described in the Facility Agreement at or prior to the Effective Time, (ii) maintain in effect the Financing Commitments until the Transactions are consummated, (iii) satisfy on a timely basis all conditions precedent to funding of the Debt Financing applicable to Parent and Merger Sub in the Facility Agreement that are within its control, (iv) enforce its rights under the Rollover Agreement, Additional Rollover Agreements, the Equity Commitment Letter and the Facility Agreement to the extent necessary to fund the Merger Consideration, and (v) cause the Sponsor to fund the Equity Financing at or prior to the Effective Time; provided, that (i) Parent and Merger Sub may amend or modify the Financing Commitments and/or elect to replace all or any portion thereof; or (ii) in the event that any portion of the Debt Financing becomes unavailable other than due to the material breach of representations and warranties or covenants of the Company or a failure of a condition to be satisfied by the Company after providing notice to the Company and a reasonable opportunity to cure, Parent shall notify the Company and use its reasonable best efforts to arrange alternative financing (the “Alternative Financing”) from alternative sources in an amount sufficient, when added to the portion of the Financing that is available, for Merger Sub and the Surviving Corporation to pay (i) the Exchange Fund, and (ii) any other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby. Parent shall deliver to the Company as soon as practicable after such execution, a true and complete copy of the definitive agreement pursuant to which the Alternative Financing is committed to be provided (the “Alternative Facility Agreement”) as soon as practicable after execution thereof. To the extent applicable and subject to the terms and conditions of this Agreement, Parent and Merger Sub shall use their respective reasonable best efforts to obtain the Alternative Financing on the terms and conditions described in the Alternative Facility Agreement (including any “market flex” provision). Each of Parent and Merger Sub shall use its reasonable best efforts to (i) maintain in effect the Alternative Facility Agreement, (ii) satisfy on a timely basis all conditions in the Alternative Financing Agreement within its control, and (iii) enforce its rights under the Alternative Facility Agreement to the extent necessary to fund the Merger Consideration. Parent shall keep the Company reasonably informed on a reasonably current basis of the status of Parent’s efforts to arrange any Alternative Financing. (b) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall not permit any amendment or modification to be made to, or any waiver of, any provision under, the Financing Commitments, or, if applicable, the Alternative Facility Agreement if such amendment or modification or waiver (i) reduces or would reduce the aggregate amount of the Financing and the Alternative Financing or (ii) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the Financing or the Alternative Financing, or otherwise expands, amends or modifies any other provisions of the Financing Commitments or, if applicable, the Alternative Facility Agreement in a manner that would reasonably be expected to (x) delay or prevent or make less likely the funding of the Financing or the Alternative Financing at the Effective Time or (y) adversely impact the ability of Parent, Merger Sub or the Company, as applicable, to enforce its rights against other parties to the Financing Commitments and, if applicable, the Alternative Facility Agreement, in each of clauses (x) and (y) in any material respect. Parent shall not consent to the termination or release of the obligations of the Lender, the Sponsor or any of the Rollover Shareholders under the Financing Commitments (or the Alternative Facility Agreement, if applicable), except for assignments and replacements of an individual lender in connection with the syndication of the Debt Financing or Alterative Financing that are permitted thereunder. Parent shall give the Company prompt notice promptly (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter provisions of, or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon to, the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment LetterFinancing Commitments and, if applicable, the Alternative Facility Agreement. (c) Each party hereto shall provideThe Company shall, and shall cause each of its the Company’s Subsidiaries and each of their respective Representatives to, provide to provideParent and Merger Sub all reasonable cooperation requested by Parent or Merger Sub or their respective Representatives in connection with the Debt Financing and/or the Alternative Financing and the Transactions, all cooperation including, without limitation, (i) participating in meetings, presentations, road shows, due diligence sessions, drafting sessions, sessions with rating agencies and other meetings, including making the Company’s executive officers reasonably available to assist directly with the Lender or the Sponsor, (ii) assisting with the preparation of such materials (which shall include, but shall not be limited to bank information memoranda and information for rating agency presentations) as the Parent or its Representatives may reasonably request in connection with the Debt Financing and/or Alternative Financing, including using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing and/or the Alternative Financing and delivery of one or more customary representation letters, (iii) executing and delivering any pledge or security documents, currency or interest hedging arrangements or other definitive financing documents conditioned upon Closing or other certificates, legal opinions or documents as may be reasonably requested by Parent or Merger Sub (including a certificate of the chief financial officer of the Company or any borrowing Subsidiary of the Company with respect to solvency matters and consents of accountants for use of their reports in any materials relating to the Debt Financing and/or the Alternative Financing) or otherwise facilitating the pledging of collateral (including delivery of pay-off letters and other cooperation in connection with the payoff of existing Indebtedness and the release of all related Encumbrances), (iv) furnishing Merger Sub and its Debt Financing and/or Alternative Financing sources as promptly as practicable with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent and its Debt Financing and/or Alternative Financing sources, including, without limitation, all financial statements and projections and other pertinent information required under the Facility Agreement or the Alternative Facility Agreement and all financial statements and financial and non-financial information regarding the Company and its Subsidiaries as may be reasonably requested by Parent and of the type and form customary for the placement, arrangement and/or syndication of loans or distribution of debt contemplated by the Debt Financing and/or the Alternative Financing, (v) cooperating with advisors, consultants and accountants of Parent or its Debt Financing and/or Alternative Financing sources with respect to the Equity Financing conduct of any examination, appraisal or review of the financial condition or any debt financing of the assets or indebtedness liabilities of the Company or any of its Subsidiaries, including for the purpose of establishing collateral eligibility and values, (vi) using reasonable best efforts to obtain accountants’ comfort letters, consents, legal opinions, surveys, title insurance and other documentation and items relating to the Debt Financing and/or Alternative Financing as reasonably requested by Parent or Merger Sub and to arrange discussions among Parent and its Debt Financing sources and/or Alternative Financing Sources with other parties to the Material Contracts, Real Property Lease and Encumbrances, (vii) providing monthly financial statements (excluding footnotes) to the extent the Company customarily prepares such financial statements within the time frame such statements are prepared, (viii) taking all actions reasonably necessary to (A) permit the prospective lenders involved in the Debt Financing and/or the Alternative Financing to evaluate the Company and the Company’s Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the consummation of the Transactionsforegoing, including (ivii) the Company obtaining approval of (A) an increase in the size of the Company Board entering into one or more credit or other agreements conditioned upon Closing and on terms satisfactory to such number as is requested in writing by Parent and (B) Merger Sub in connection with the election to Debt Financing and/or the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of Alternative Financing immediately prior to the Effective Time, (viii) at the Company’s option, taking or appointing a representative of Parent to take all corporate actions, subject to the occurrence of the Closing, reasonably requested by Parent or Merger Sub to permit the consummation of the Financing and the direct borrowing or incurrence of all of the proceeds of the Financing, including any high yield debt financing, by the Surviving Corporation or its Subsidiaries following the Effective Time, (xi) taking all corporate actions reasonably necessary to permit the consummation of the Debt Financing and/or the Alternative Financing, including without limitations the execution and delivery of any other certificates, instruments or documents, and to permit the proceeds thereof, together with cash at the Company and its Subsidiaries, to be made available on the Closing Date to consummate the Transactions, and (iixii) furnishing Parent, Merger Sub, their respective Representatives and sources of Debt Financing and/or Alternative Financing as promptly as practicable with all documentation and other information reasonably required by Governmental Authorities with respect to the Debt Financing and/or the Alternative Financing under applicable “know your customer” and anti-money laundering rules and regulations; provided, that (x) any such requested cooperation does not materially and unreasonably interfere with the ongoing operations of the Company and its Subsidiaries or (y) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) not be required to pay any commitment or other similar fee prior to incur any other liability in connection with the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective Financing prior to the Effective Time. If Other than as expressly contemplated by this Agreement is terminated in accordance with Agreement, Parent and Merger Sub acknowledge and agree that the Company and its terms Affiliates and its and their respective Representatives shall not, prior to the occurrence of the Effective Time, incur any liability to any financing provider or other third party under any financing that Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it or Merger Sub may raise in connection with the Company’s compliance with Section 6.07(c)(i) through (iii)Transactions. (d) The No later than five Business Days prior to the Closing Date and at all times until the Effective Time, the Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including cause (i) customary closing certificates one or more of its wholly-owned PRC Subsidiaries established or incorporated in the PRC (“PRC Subsidiaries”) to transfer and other similar documents as may be reasonably requested by deposit cash into one or more specified accounts (each, an “Onshore Bank Designated Account”) held with the trustee of the 2022 Notes or as may be required under Onshore Account Branch referred to in the Facility Agreement in connection with (or such other bank or financial institution approved by the consummation Lender as notified by Parent) and standing to the credit of the Transactions, including the Merger such PRC Subsidiaries and (ii) customary legal opinions as one or more of its wholly-owned Subsidiaries that are required by not established or incorporated in the 2022 Indenture PRC (“Offshore Subsidiaries”) to transfer and deposit cash into one or more specified accounts (each, an “Offshore Bank Designated Account”) held with the Offshore Account Bank referred to in the Facility Agreement and standing to the credit of such Offshore Subsidiaries, and shall do or cause to be done all such other things necessary to ensure, in connection with the consummation each of the Transactionsforegoing cases, including such that the Mergeraggregate balance standing to the credit of the Onshore Bank Designated Accounts and the Offshore Bank Designated Accounts is not less than RMB100,000,000 (or its equivalent, as determined using the conversion rate described in paragraph (e) of Clause 1.2 (Construction) of the Facility Agreement) until the Effective Time (such amount balance standing to the credit of the Onshore Bank Designated Accounts and the Offshore Bank Designated Accounts meeting the requirements of this provision, the “Onshore Required Balance”).

Financing. (a) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to consummate the Equity Financing at or prior to the Effective Time. (b) Parent shall give the The Company prompt notice (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provideshall, and shall cause each of its Subsidiaries to, and each of their respective Representatives shall use its commercially reasonable efforts to providecause its and its Subsidiaries’ officers, directors, employees, agents, and other representatives (collectively, “Representatives”) to, provide all cooperation as may be that is reasonably required with respect requested by Parent to assist Parent and the Equity Financing or Merger Subs in the arrangement of any third party debt financing (including any debt financing capital markets financing) for the purpose of funding the payment of the Aggregate Cash Amount and the repayment, redemption, purchase, defeasance or indebtedness discharge of any outstanding Indebtedness for borrowed money of the Company and its Subsidiaries (including pursuant to a Debt Offer, the Existing Credit Facility Terminations or a CMBS Transaction)), and the payment of fees and expenses incurred in connection with therewith (the consummation of the Transactions“Financing”), including but not limited to (i) the Company obtaining approval of (A) an increase in the size of the Company Board as promptly as reasonably practicable, furnishing to such number as is requested in writing by Parent and (B) the election Financing Sources such financial and other information relating to the Company Board customary or reasonably necessary for the completion of such Financing to the extent reasonably requested by Parent to assist in preparation of customary offering or information documents to be used for the completion of the individuals who will serve as directors of the Surviving Company, in each case of clauses Financing (A) and (B“Financing Offering Materials”), effective as of immediately prior to the Effective Time, and ; (ii) the Company using commercially reasonable efforts to ensure that cooperate with the marketing efforts of Parent and the Surviving Company benefit from Financing Sources, including using commercially reasonable efforts to participate in a reasonable number of requested meetings with the existing lending relationships parties acting as lead arrangers or agents for, and prospective lenders and purchasers of, the Financing and the Company’s senior management and Representatives, presentations, roadshows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Financing; (iii) delivering (A) audited consolidated balance sheets and related audited statements of comprehensive income (loss), stockholders’ equity and cash flows of the Group Companies Company (the “Audited Annual Financials”) for each of the three most recently ended fiscal years that have ended at least 90 days (or 75 days in the case of any fiscal year ended after December 31, 2013) prior to the Closing Date (and the audit reports for such financial statements shall not be subject to any “going concern” qualifications) and (B) unaudited consolidated balance sheets and related unaudited statements of comprehensive income (loss) and cash flows of the Company (the “Quarterly Financials”) for each subsequent interim quarterly period that has ended at least 40 days prior to the Closing Date, in the case of each of clauses (iii)(A) and (iii)(B), meeting the requirements of Regulation S-X under the Exchange Act as would be applicable to an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q, as applicable (it being further agreed that (x) the Company shall deliver to Parent the consolidated financial statements of the Company described in this clause (iii) in respect of any such fiscal period (other than Audited Annual Financials for its 2011 and 2012 fiscal years) no later than the date upon which the corresponding consolidated financial statements of the Operating Subsidiary for such fiscal period are filed with the SEC and (y) the Company shall deliver to Parent the Audited Annual Financials for its 2011 and 2012 fiscal years no later than the date upon which it delivers the Audited Annual Financials for its 2013 fiscal year); (iv) using commercially reasonable efforts to cause the Company’s independent accountants to provide reasonable assistance to Parent consistent with their customary practice (including to consent to the use of their audit reports on the consolidated financial statements of the Company and its Subsidiaries in any materials relating to the Financing or in connection with any filings made with the SEC or pursuant to the Securities Act or the Exchange Act, and to provide any “comfort letters” necessary and reasonably requested by Parent in connection with any debt capital markets transaction comprising a part of the Financing, in each case, on customary terms and consistent with their customary practice); and (v) to the extent requested by Parent. Neither that the Company nor or any of its Subsidiaries shall are to be party to the Financing following the occurrence of the Effective Time, (x) using commercially reasonable efforts to obtain customary legal opinions and executing and delivering customary closing certificates and documents at the Closing as may be reasonably requested by Parent in connection with the Financing, (y) using commercially reasonable efforts to facilitate the execution and delivery at the Closing of definitive documents (including loan agreements, customary guarantee documentation (if applicable) and other applicable loan documents) related to the Financing, and (z) as long as such information is requested by the Financing Sources at least ten (10) Business Days prior to the Closing Date, providing to the Financing Sources, at least five (5) Business Days prior to the Closing Date, all customary and reasonable documentation and other information required by regulatory authorities with respect to the Company under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act of 2001, as amended; provided, however, that nothing in this Section 5.14 shall require such cooperation to the extent it would (A) unreasonably disrupt or interfere with the business or operations of the Company or any of its Subsidiaries or the conduct thereof or (B) require the Company or any of its Subsidiaries to pay any commitment fees, incur or similar fee reimburse any costs or expenses, or make any payment in connection with the Financing, prior to the occurrence of the Effective Time (except to the extent Parent promptly reimburses (in the case of ordinary course out-of-pocket costs and expenses) or provides the funding (yin all other cases) be required to commit to taking the Company or such Subsidiary therefor), or incur any action liability in connection with the Financing that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, or (C) subject to Section 5.15 below, require the Company or any of its Subsidiaries to enter into any instrument or agreement, or agree to any change or modification to any instrument or agreement, that is effective prior to the occurrence of the Effective Time or that would be effective if the Effective Time does not occur. Without limiting the foregoing proviso, Parent shall agrees, promptly upon request, to reimburse the Company and its Subsidiaries for any all of their reasonable and documented out-of-pocket costs incurred by it costs, fees and expenses (including fees and disbursements of counsel) in connection with the Company’s compliance with Section 6.07(c)(i) through Financing promptly following the incurrence thereof (limited, in the case of any costs, fees and expenses for preparing the consolidated financial statements of the Company described in clause (iii) of the preceding sentence, to the incremental costs, fees and expenses for preparing such financial statements in excess of the costs, fees and expenses of preparing the corresponding financial statements of the Operating Subsidiary). (d) The Company . Parent shall use reasonable best efforts to obtainindemnify and hold harmless the Company, execute the Significant Stockholders, its and deliver such documents or instruments as may be required for the Surviving Company’s due assumption oftheir respective Affiliates, and succession toits and their respective Representatives from and against any and all liabilities, obligations, losses, damages, claims, costs, expenses, awards, judgments and penalties of any type actually suffered or incurred by any of them in connection with any action taken, or cooperation provided, by the Company or its Subsidiaries or any of their respective Representatives at the request of Parent pursuant to this Section 5.14 and/or the provision of information utilized in connection therewith (other than information provided in writing by the Company or its Subsidiaries specifically for use in connection therewith); in each case, except to the extent that any such obligations, losses, damages, claims, costs, expenses, awards, judgments and penalties, fees, costs or other liabilities are suffered or incurred as a result of the Company’s obligations under the 2022 Indenture and the Facility or its Representatives’ gross negligence, bad faith, willful misconduct or material breach of this Agreement, including (i) customary closing certificates as applicable. The Company hereby consents to the use of its and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement its Subsidiaries’ logos in connection with the consummation Financing, provided such logos are used solely in a customary manner that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Transactions, including Company or any of its Subsidiaries and on such other customary terms and conditions as the Company shall reasonably impose. Parent and Merger Sub acknowledge and (ii) customary legal opinions as are required by agree that the 2022 Indenture or the Facility Agreement in connection with the consummation obtaining of the TransactionsFinancing, including or any alternative financing, is not a condition to the MergerClosing and reaffirm their obligation to consummate the transactions contemplated by this Agreement irrespective and independently of the availability of the Financing or any alternative financing, subject to fulfillment or waiver of the conditions set forth in Article VI. Notwithstanding anything to the contrary provided herein or in the Confidentiality Agreement, Parent shall be permitted to share all information subject to such agreements with its potential financing sources, subject to customary confidentiality undertakings by such potential financing sources with respect thereto.

Financing. (a) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange the Debt Financing on the terms and conditions described in the Debt Financing Commitment (provided that Parent and Merger Sub may replace or amend the Debt Financing Commitment to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Debt Financing Commitment as of the date hereof, or otherwise so long as the terms would not materially adversely impact the ability of Parent or Merger Sub to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Debt Financing Commitment, (ii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub to obtaining the Debt Financing set forth in the Debt Financing Commitment (including by consummating the equity financing pursuant to the terms of the Equity Financing Commitments), (iii) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Financing Commitments or on other terms that would not adversely impact the ability or likelihood of Parent or Merger Sub to consummate the transactions contemplated hereby and (iv) consummate the Financing at or prior to the Effective Time. (b) Closing. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitment, Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event; provided, that such alternative financing shall be on terms and conditions materially no less favorable than those provided in the Debt Financing Commitment, or otherwise on terms and conditions acceptable to Parent. Parent shall give the Company prompt notice (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter breach by any party thereto to the Financing Commitments, of which Parent or (ii) upon the receipt of Merger Sub becomes aware, or any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of the Financing Commitments. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing and provide copies of all documents related to the Debt Financing (other than any such New Sponsor Equity Commitment Letterfee letters and ancillary documents subject to confidentiality agreements) to the Company. The Company hereby consents to the use of its and its Subsidiaries’ names and logos in connection with the Debt Financing. (cb) Each party hereto Prior to the Closing, the Company shall provideprovide to Parent and Merger Sub, and shall cause each of its Subsidiaries to, and each shall use its reasonable best efforts to cause the respective officers, employees and advisors, including legal and accounting, of their respective Representatives the Company and its Subsidiaries to, provide to provide, Parent and Merger Sub all cooperation as may reasonably requested by Parent that is necessary in connection with the Financing, including using reasonable best efforts to (i) participate in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) provide assistance in preparation of confidential information memoranda (including execution and delivery of a customary representation letter) and other materials to be used in connection with obtaining financing contemplated by the Debt Financing Commitment and all information (including financial information) customarily contained therein, (iii) provide assistance in the preparation for, and participate in, meetings, due diligence sessions and similar presentations to and with, among others, prospective lenders, investors and rating agencies, (iv) enter into a loan agreement and related documents (including pledge and security documents), (v) execute and deliver customary certificates, legal opinions or other documents reasonably required requested by Parent (including a certificate of the chief financial officer of the Company with respect to solvency matters) and otherwise reasonably facilitate the Equity pledging of collateral contemplated by the Debt Financing Commitment (including taking all actions reasonably necessary to (A) permit the prospective lenders involved in the Financing to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements and to conduct the appraisals and field examinations relating thereto as contemplated by the Debt Financing Commitment and (B) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing) and (vi) provide the financial statements and other information necessary for the satisfaction of the obligations and conditions set forth in the Debt Financing Commitment within the time periods required thereby in order to permit a Closing Date on or any debt financing prior to the Termination Date; provided, however, that nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company or its Subsidiaries. The Company shall use its reasonable best efforts to obtain pay-off letters, in form and substance reasonably satisfactory to Parent, from holders of all indebtedness of the Company in connection with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor or any of its Subsidiaries as set forth in Section 7.2(g) of the Company Disclosure Letter and to ensure that each such pay-off letter will provide for the waiver of any notice provisions relating thereto. The Company and its Subsidiaries shall (x) be required not pay or agree to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon amounts in excess of all principal and accrued interest, if any, outstanding thereon as of the Closing in respect of such indebtedness in connection with obtaining such pay-off letters and waivers without the prior written consent of Parent (including entry into any agreement) which shall not be unreasonably withheld or would be effective prior to the Effective Timedelayed). If this Agreement is terminated in accordance pursuant to Section 8.1 or 8.3(b) (but with its terms prior respect to Section 8.3(b) only for a Willful or Deliberate Breach by Parent or Merger Sub) Parent shall, promptly upon request by the occurrence of the Effective TimeCompany, Parent shall promptly reimburse the Company for any all reasonable and documented out-of-pocket costs incurred by it the Company or its Subsidiaries in connection with the Company’s compliance with Section 6.07(c)(i) through (iii)such cooperation. (dc) Notwithstanding anything to the contrary set forth in this Agreement or in the Debt Financing Commitment, the Company and Parent agree that Parent shall have the right, in its sole discretion, to determine the aggregate principal amount of funded debt to be incurred at Closing to finance the transactions contemplated hereby (the “Aggregate Closing Funded Debt”). If at any time prior to February 23, 2007, Parent determines, in its sole discretion, that the Aggregate Closing Funded Debt shall be an aggregate principal amount less than $600,000,000, Parent shall notify the Company in writing of such determination, which notice shall specify the Aggregate Closing Funded Debt Parent has determined will be incurred at Closing. The Company shall use reasonable best efforts have seventy-two (72) hours after receipt of such notice to obtainadvise Parent in writing whether or not the Company elects to waive irrevocably the condition set forth in Section 7.3(c) hereof by reason of such determination by Parent. If the Company fails to respond to such notice or does not elect in writing to waive such condition prior to the end of such seventy-two (72) hour period, execute and deliver Parent shall have the right, in its sole discretion, to terminate this Agreement pursuant to Section 8.4(i) at any time on or prior to the Termination Date. Parent may exercise its right under this Section 6.12(c) to determine Aggregate Closing Funded Debt on one or more occasions so long as it complies with its notice requirements each time it exercises such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Mergerright.

Financing. (a) Subject Parent shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on the terms and conditions described in the Commitment Letter, including using best efforts to (i) maintain in effect the Commitment Letter, (ii) negotiate and enter into definitive agreements with respect thereto on terms and conditions contemplated by the Commitment Letter, (iii) satisfy on a timely basis all conditions applicable to Parent in the Commitment Letter that are within its control and comply with its obligations thereunder, and (iv) consummate the Financing no later than the Acceptance Time. Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter and/or substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative financing sources, provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not prevent or impede or delay the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement and shall be subject to Section 6.23. If any portion of the Financing becomes unavailable or Parent becomes aware of any event or circumstance that makes any portion of the Financing unavailable, in each case, on the terms and conditions contemplated in the Commitment Letter and such portion is reasonably required to fund the cash portion of the Offer Price or the Merger Consideration and all fees, expenses and other amounts contemplated to be paid by Parent pursuant to this Agreement, Parent shall use its best efforts to arrange and obtain alternative financing from alternative financial institutions in an amount sufficient to consummate the transactions contemplated by this Agreement upon conditions no less favorable to Parent and the Company than those in the Commitment Letter as promptly as practicable following the occurrence of such event. (b) In the event that the Commitment Letter is amended, replaced, supplemented or otherwise modified, including as a result of obtaining alternative financing in accordance with Section 6.17(a), or if Parent substitutes other debt or equity financing for all or a portion of the Financing, in each case to the extent permitted pursuant to Section 6.17(a), each of Parent and Merger Sub shall use its reasonable best efforts to consummate the Equity Financing at or prior to the Effective Time. (b) Parent shall give the Company prompt notice (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter shall comply with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required covenants set forth herein with respect to the Equity Financing Commitment Letter as so amended, replaced, supplemented or any debt financing or indebtedness of the Company in connection otherwise modified and with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board respect to such number as is requested in writing by Parent and (B) the election other debt or equity financing to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure same extent that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies would have been obligated to comply with respect to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii)Financing. (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Merger.

Financing. (a) Subject Prior to the terms and conditions of this AgreementCharter Closing, each of Parent and Merger Sub shall use its reasonable best efforts to consummate take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Equity proceeds of the Financing at on the terms and conditions described in the Financing Commitment (or any other Financing in lieu thereof) (subject to any amendments, modifications, waivers or replacements not prohibited by this Section 6.19(a)), including using reasonable best efforts to (i) maintain in effect the Financing Commitment, (ii) satisfy on a timely basis (or obtain a waiver of) all conditions to funding the Committed Financing, (iii) negotiate and enter into definitive agreements with respect thereto on terms and conditions described in the Financing Commitment (subject to any amendments, modifications, waivers or replacements not prohibited by this Section 6.19(a)) on or prior to the Effective Time. Charter Closing Date, (biv) enforce its rights under the Financing Commitment and (v) in the event that all conditions in the Financing Commitment (or any other Financing in lieu thereof) have been satisfied, cause the lenders and other Persons providing the Committed Financing (or any other Financing in lieu thereof) to fund on the Charter Closing Date the Committed Financing (or any other Financing in lieu thereof) required to consummate the Transactions. To the extent requested by the Company from time to time, Parent shall keep the Company informed on a reasonably current basis of the status of its efforts to obtain the Financing (or Alternative Financing) and provide to the Company copies of all material documents related to the Financing (or Alternative Financing). In the event any portion of the Committed Financing becomes unavailable on the terms and conditions (including any “flex” provisions) contemplated in the Financing Commitment (and subject to any amendments, modifications or replacements not prohibited by this Section 6.19(a)) prior to the Charter Closing Date for any reason (A) Parent shall give the Company prompt notice (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness of promptly notify the Company in connection with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use reasonable best efforts to obtain, execute and deliver as promptly as practicable following the occurrence of such documents event, alternative financing (the “Alternative Financing”) in an amount sufficient to consummate the Transactions (after giving effect to any committed financing); provided, that such Alternative Financing would not reasonably be expected to prevent, impede or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with delay the consummation of the Transactions; provided, including further that Parent shall have no obligation to accept (i) any fees, interest or other economic terms (taken as a whole) that are less favorable in any respect to Parent than the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Merger.fees,

Financing. (a) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its commercially reasonable best efforts to consummate take, or cause to be taken, all actions and do, or cause to be done, all things necessary, advisable or proper to obtain the proceeds of the Equity Financing at contemplated by the Equity Commitment Letter on or prior to the Effective Time. Closing Date on the terms and conditions described in the Equity Commitment Letter, including (a) maintaining in full force and effect the Equity Commitment Letter in accordance with the terms thereof and complying with its obligations thereunder and (b) satisfying on a timely basis all conditions to the funding of the Equity Financing set forth in the Equity Commitment Letter, if any, that are within Parent’s or Merger Sub’s control, in each case, no later than at the Closing (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of such conditions at the Closing). In the event that all conditions contained in the Equity Commitment Letter have been satisfied, Parent and Merger Sub shall use commercially reasonable efforts to cause Parent Sponsor to comply with its obligations thereunder, including to fund the Equity Financing. Parent and Merger Sub shall keep the Company informed in reasonable detail of the status of its efforts to arrange the Equity Financing and any other financing upon the written request of the Company and shall give the Company prompt written notice of (i) upon becoming aware of any breach by any party to the Equity Commitment Letter of any material provision of any New Sponsor Equity Commitment Letter which Parent or termination of any New Sponsor Equity Commitment Letter by any party thereto Merger Sub has become aware or (ii) upon Parent’s or Merger Sub’s good faith belief, for any reason, that it may no longer be able to obtain all or any portion of the receipt of any written notice from any party to a New Sponsor Equity Financing contemplated by the Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letteron the terms and conditions described therein. (c) Each party hereto shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness of the Company in connection with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Merger.

Financing. (a) Subject to the terms Each of Parent, First Merger Sub and conditions of this Agreement, each of Parent and Second Merger Sub 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 or advisable to arrange and obtain the Financing on the terms and conditions described in or contemplated by the Financing Commitments prior to when the conditions to the Mergers set forth in Article VIII (other than those conditions that by their terms must be satisfied at the Closing) are satisfied, including using reasonable best efforts to (i) maintain in effect the Financing Commitments; (ii) satisfy on a timely basis all conditions and covenants applicable to Parent, First Merger Sub and Second Merger Sub in the Financing Commitments and otherwise comply with its obligations in each case thereunder; (iii) enter into definitive agreements with respect to the Financing Commitments on the terms and conditions (including the “market flex” provisions) contemplated thereby; (iv) in the event that all conditions in the Financing Commitments have been satisfied, cause the Persons providing Financing under the Financing Commitments to fund the Financing and consummate the Equity Financing at contemplated by such Financing Commitments on or prior to the Effective Time. date the Closing is required to occur pursuant to Section 2.02; and (bv) Parent shall give enforce its rights under the Company prompt notice Financing Commitments, except, in the case of clauses (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter through (v) above, to the extent (and solely to the extent) Parent or termination of any New Sponsor Equity Commitment Letter by any party thereto one or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provide, and shall cause each more of its Subsidiaries and each has issued in one or more offerings any debt or equity securities in lieu of their respective Representatives to provide, all cooperation as may be reasonably required with respect the Financing on or prior to the Equity Financing Closing Date or any debt financing or indebtedness otherwise will have sufficient cash at the Closing, in each case in an amount such that Parent, First Merger Sub, Second Merger Sub, the Surviving Corporation and the Surviving Entity will be able to satisfy all of the Company payment obligations of Parent, First Merger Sub, Second Merger Sub, the Surviving Corporation and the Surviving Entity contemplated hereunder in connection with the consummation of Closing. Notwithstanding the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Companyforegoing, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the no event shall Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to pursue litigation against the Effective Time or Financing Sources in respect of this clause (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreementa) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii)otherwise. (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Merger.

Financing. (a) Subject Prior to the terms and conditions of this AgreementClosing, each of Parent and Merger Sub Seller shall use its reasonable best efforts to consummate the Equity Financing at or prior to the Effective Time. (b) Parent shall give the Company prompt notice (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provide, and shall use reasonable best efforts to cause each of its Subsidiaries Representatives and each of the TGE Entities and their respective Representatives to provide, assistance with the Debt Financing as is reasonably requested by Acquirors, in each case, in connection with the arrangement of, and the satisfaction on a timely basis of all cooperation as may relevant conditions precedent to, the Debt Financing. Such assistance shall include, but not be reasonably required limited to: (i) reasonable participation in, and assistance with, the preparation of the Marketing Material and rating agency presentations; (ii) reasonable participation by senior management of the TGE Entities in a reasonable number of rating agency presentations (including with respect to the Equity Existing Change of Control Notes Consents), meetings with prospective lenders, road shows and drafting sessions, in each case upon reasonable prior notice and at times and locations to be mutually agreed in good faith; (iii) delivering the Financing Information to Acquirors (and such other financial and operational information reasonably requested by the Acquirors or the Financing Sources), provided that Sellers shall not be responsible for the preparation of pro forma or projected financial information, which shall be prepared solely by Acquirors and Sellers shall have no liability with respect to such information prepared by Acquirors) as promptly as reasonably practicable once available; (iv) delivering customary authorization letters authorizing the distribution of Marketing Material to prospective investors (including in connection with any debt financing or indebtedness Debt Financing of TEP and its Subsidiaries pursuant to the Company Senior Bridge Facility (as such term is defined in the Debt Commitment Letter) solely in connection with the consummation purchase, if any, of any Existing Change of Control Notes validly tendered pursuant to a Change of Control Offer, Alternate Offer or other offer to purchase as described in subclauses (i) and (ii) of Section 6.15(b)); (v) furnishing Acquirors and the Financing Sources promptly, and, in any event, at least four Business Days prior to the Closing Date, with all documentation and other information in respect of the TransactionsTGE Entities that any Lender has requested in writing at least nine Business Days prior to the Closing Date that is required by Governmental Authorities under applicable “beneficial ownership,” “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (vi) assisting Acquirors in connection with the preparation by Acquirors of the Debt Financing Documents (and, in the case of any Debt Financing of TEP and its Subsidiaries pursuant to the Senior Bridge Facility (as such term is defined in the Debt Commitment Letter) or in connection with an offering of notes in lieu thereof solely in connection with the purchase, if any, of any Existing Change of Control Notes validly tendered pursuant to a Change of Control Offer, Alternate Offer or other offer to purchase as described in subclauses (i) and (ii) of Section 6.15(b), executing and delivering the Debt Financing Documents with respect thereto) and the issuance of securities, borrowing of loans and/or granting of a security interest (and perfection thereof) in the Subject Interests, including (x) requesting that the transfer agent with respect to the applicable TGE Entity make any applicable notations in the equity register of the applicable TGE Entity reflecting the pledge of its equity interests that constitute collateral in favor of the Financing Sources or an agent or trustee on their behalf if required and (y) causing the Organizational Documents of the TGE Entities to be amended in a manner to permit or facilitate the Debt Financing and security interests granted in connection therewith, (vii) requesting 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 offering documents in respect of the Debt Financing and (viii) cooperating as contemplated by Section 6.15. Information provided by Sellers or the TGE Entities in connection with the Debt Financing shall only be provided to sources or potential sources of financing and rating agencies that have agreed to be bound by (x) the Confidentiality Agreement as if such Person(s) were party thereto or (y) customary confidentiality provisions. Sellers hereby consent to the use of all of the TGE Entities’ logos in connection with the Debt Financing, provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Sellers, the TGE Entities, their respective Affiliates or their respective business, or the reputation or goodwill thereof. Acquirors acknowledge and agree that the obtaining of the Debt Financing shall not constitute a condition to Acquirors obligation to close the transactions contemplated by this Agreement. (b) Notwithstanding anything to the contrary in Section 6.4(a), (i) no Seller or TGE Entity or any of their respective Affiliates or any of their respective equityholders or governing bodies shall be required to pass resolutions or consents to approve or authorize the Company obtaining approval 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) an increase the authorization letters set forth in the size of the Company Board to such number as is requested in writing by Parent Section 6.4(a)(iv) and (B) the election those relating to the Company Board Specified Funded Indebtedness Accommodations); (ii) no obligation of any Seller or TGE Entity or any of their respective Affiliates or any of their respective partners, members or Representatives under any certificate, document, instrument or agreement, entered into pursuant to the individuals who will serve as directors of the Surviving Companyforegoing shall, in each case of clauses without such Person’s prior express written consent, be effective until Closing (except for (A) the authorization letters set forth in Section 6.4(a)(iv) and (B), effective as of immediately prior ) those relating to the Effective Time, and Specified Funded Indebtedness Accommodations); (iiiii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor no Seller or TGE Entity or any of its Subsidiaries their respective Affiliates or any of their respective partners, members or Representatives shall (x) be required to pay any commitment or other similar fee prior fee, or incur any other cost or expense or Liability (except for any cost or expense that is subject to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated expense reimbursement provision expressly set forth in accordance with its terms prior to the occurrence of the Effective TimeSection 6.4(e)), Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the CompanyDebt Financing; (iv) no such cooperation shall be required to the extent that any such action, in the good faith determination of any Seller or TGE Entity, would unreasonably interfere with the ongoing business or operations of any Seller or TGE Entity or any of their respective Affiliates; (v) no Seller or TGE Entity or any of their respective Affiliates or any of their respective partners, members or Representatives shall be required to deliver any information if it is not reasonably available to it or prepared in the ordinary course of its business; (vi) no Seller or TGE Entity or any of their respective Affiliates or any of their respective partners, members or Representatives shall be required to deliver any certificate, document, instrument or agreement if any representation and warranty or certification set forth therein would be inaccurate in any material respect or would reasonably be expected to result in personal liability; (vii) 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 Contract of any Seller or this Agreement; (viii) other than the obligations of Sellers set forth in Section 6.4(a), no TGE Entity, nor any of their respective Affiliates or any of their respective partners, members or Representatives shall incur any Liability with respect to the Debt Financing; and (ix) no TGE Entity shall be a party to any agreement, certificate, document or instrument with respect to the Debt Financing (except with respect to (w) the authorization letters set forth in Section 6.4(a)(iv); (x) customary control agreements (which may be in the form of an issuer’s compliance acknowledgement) with respect to Class B Shares and TE Units to the extent pledged by Acquirors as collateral under the Debt Financing; (y) any documents necessary for the cooperation contemplated in Section 6.07(c)(i6.4(a)(vi) through and (iiiz) any Debt Financing Documents with respect to the purchase of any Existing Change of Control Notes described in Section 6.4(a)(vi)). (dc) The Company Acquirors shall use their reasonable best efforts to obtaintake, execute or cause to be taken, all actions and deliver such documents do, or instruments as may cause to be required for done, all things, necessary, proper or advisable to arrange, consummate and obtain the Surviving Company’s due assumption ofFinancing (to the extent contemplated by the Commitment Letters to be funded on the Closing Date) on the Closing Date on terms and conditions no less favorable to Acquirors than the terms and conditions described in the Commitment Letters. Such actions shall include, and succession but not be limited to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including using reasonable best efforts to: (i) customary closing certificates and other maintain in effect the Commitment Letters, provided that Acquirors may replace or amend the Debt Commitment Papers (including adding new lenders, lead arrangers, bookrunners, syndication agents or similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Merger.entities

Financing. (a) Subject The Parent Group collectively will have, as of the Closing Date, sufficient cash and cash equivalents, available lines of credit or other sources of immediately available funds to consummate the Merger and the other transactions contemplated by this Agreement that require payment on the Closing Date. Parent has delivered to the Company a true and complete copy of the executed Debt Commitment Letter (other than the redacted portions of any fee letters, which redactions shall be limited to pricing, fee amounts, price flex and other economic terms and conditions in no case shall such redactions relate to terms that would be reasonably likely to adversely affect the conditionality, enforceability, availability, termination or aggregate amount of the Debt Financing). The Debt Commitment Letter has not been amended or modified in any manner prior to the execution and delivery of this Agreement. Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement that could affect the availability of the Debt Financing or the timing of the Closing, other than as set forth in the Debt Commitment Letter and the fee letters related thereto. The proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions related thereto), together with any other sources of funds immediately available to Parent or Merger Sub at Closing (including cash and cash equivalents and available lines of credit held by the Company (assuming the accuracy of the representations and warranties of the Company pursuant to this Agreement and the performance by the Company of its obligations hereunder) and the proceeds of the loans under existing revolving credit facilities of Parent), will be sufficient to consummate the transactions contemplated hereby. As of the execution and delivery of this Agreement, each the commitments contained in the Debt Commitment Letter have not been withdrawn or rescinded in any respect. As of the execution and delivery of this Agreement, the Debt Commitment Letter is in full force and effect and represents a valid, binding and enforceable obligation of the Debt Commitment Parties, to provide the financing contemplated thereby subject only to the satisfaction or waiver of the Financing Conditions and, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors. Parent has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date of this Agreement in connection with the Debt Financing. As of the execution and delivery of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the part of Parent under any term of the Debt Commitment Letter. As of the execution and delivery of this Agreement, assuming the conditions precedent set forth in Section 6.1 and Section 6.2 are satisfied (other than those that by their nature are to be satisfied at the Closing), Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) the Debt Financing will not be made available to Parent on the Closing Date. There are no conditions precedent related to the funding of the full amount of the Debt Financing other than the Financing Conditions contained in the Debt Commitment Letter. Parent understands and acknowledges that under the terms of this Agreement, the obligations of Parent and Merger Sub shall use its reasonable best efforts to consummate the Equity Financing at Merger are not in any way contingent upon or prior otherwise subject to the Effective Time. (b) consummation by Parent shall give the Company prompt notice (i) upon becoming aware or Merger Sub of any breach financing arrangements, the obtaining by Parent or Merger Sub of any material financing or the availability, grant, provision or extension of any New Sponsor Equity Commitment Letter financing to Parent or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment LetterMerger Sub. (c) Each party hereto shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness of the Company in connection with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Merger.

Financing. (a) Subject Parent has delivered to the Company a correct and complete copy of the Commitment Letter and any related fee letters (which, with respect to any such fee letters, may be redacted for provisions related to fees, “flex” terms, economic terms, original issue discount amounts and other confidential terms, provided that no redaction (other than with respect to original issue discount amounts) covers terms and conditions that would adversely affect the aggregate amount, conditionality, availability or termination of the financing contemplated therein). As of the date of this Agreement, each the Commitment Letter is in full force and effect and is a valid and binding obligation of Parent and, to the knowledge of Parent, the other parties thereto, enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and Merger Sub shall use the availability of equitable relief). There are no conditions precedent related to the funding of the full amount of the Financing under the Commitment Letter that are not expressly set forth in the Commitment Letter. The Commitment Letter has not been amended or modified in any manner prior to the date of this Agreement. As of the date of this Agreement, the commitments contained in the Commitment Letter have not been withdrawn or rescinded in any respect. As of the date of this Agreement, neither Parent nor any of its reasonable best efforts Subsidiaries has entered into any agreement, side letter or other arrangement relating to consummate the Equity Financing under the Commitment Letter (excluding any agreement, letter or arrangement relating to any potential permanent, replacement or alternative financing) other than the Commitment Letter and any related fee letters provided to the Company under this Section 4.12. As of the date of this Agreement, Parent has fully paid (or caused to be paid) any and all commitment fees and other fees and amounts that are due and payable in connection with the Financing under the Commitment Letter prior to the date of this Agreement. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would reasonably constitute a breach or default on the part of Parent or, to the knowledge of Parent, any other party thereto under the Commitment Letter that could result in any portion of the Financing to be unavailable. As of the date of this Agreement, assuming the representations and warranties of the Company contained in this Agreement are true and correct in all material respects and the performance of all obligations and compliance with all covenants and agreements required by this Agreement to be performed or complied with at or prior to the Effective Time. (b) Parent shall give Closing by the Company prompt notice in all material respects, Parent has no reason to believe that any of the conditions to the Financing under the Commitment Letter will not be satisfied on the Closing Date or that the Financing will not be made available to Parent on the Closing Date. Assuming the Financing is funded in accordance with the Commitment Letter, Parent will have at Closing all funds necessary to consummate the Merger and the transactions contemplated thereby and pay the fees and expenses of Parent due on the Closing Date (including after giving effect to any original issue discount amounts and the exercise of any “flex” rights with respect thereto). Notwithstanding anything to the contrary contained herein, (i) upon becoming aware in no event shall the receipt or availability of any breach funds or financing by Parent or any of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to its Affiliates be a New Sponsor Equity Commitment Letter with respect condition to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter Parent or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness of the Company in connection with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, Merger Sub’s obligations hereunder and (ii) the Company using commercially reasonable efforts to ensure it is understood and agreed that the Parent and the Surviving Company benefit from the existing lending relationships a breach of the Group Companies representations and warranties contained in this Section 4.12 shall not result in the failure of a condition precedent to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under this Agreement if, notwithstanding such breach, Parent and Merger Sub are willing and able to consummate the 2022 Indenture and transactions contemplated by this Agreement on the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement Closing Date in connection accordance with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Mergerterms hereof.

Financing. (a) Subject Newco and Merger Sub shall take (or cause to be taken) all actions, and do (or cause to be done) all things, necessary, proper or advisable to obtain the financing contemplated by the Commitment Letter, subject to the terms and conditions of this AgreementAgreement and the Commitment Letter, each of Parent including (i) maintaining in effect the Commitment Letter, (ii) satisfying on a timely basis all conditions applicable to Newco and Merger Sub shall use its reasonable best efforts set forth in the Commitment Letter that are within their control (other than, for the avoidance of doubt, Newco or Merger Sub’s conditions to consummate Closing in Article VII hereof), (iii) so long as all conditions to Closing set forth in Sections 7.1 and 7.2 are satisfied (or waived by Newco), consummating the Equity Financing financing contemplated by the Commitment Letter at or the Effective Time (and in any event prior to the Effective TimeTermination Date), and (iv) fully enforcing the Investor’s obligations (and the rights of Newco and Merger Sub) under the Commitment Letter, including (at the request of the Company) by filing one or more lawsuits (or assigning such right to the Company) against the Investor to fully enforce the Investor’s obligations (and the rights of Newco and Merger Sub) thereunder. (b) Parent Neither Newco nor Merger Sub shall give amend, alter, or waive, or agree to amend, alter or waive (in any case whether by action or inaction), any term of the Commitment Letter without the prior written consent of the Company. Newco shall promptly (and in any event within one Business Day) notify the Company prompt notice of (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter the expiration or termination (or attempted or purported termination, whether or not valid) of any New Sponsor Equity the Commitment Letter by any party thereto Letter, or (ii) upon any refusal by the receipt Investor to provide, any stated intent by the Investor to refuse to provide, or any expression of any written notice from any party to a New Sponsor Equity concern or reservation by the Investor regarding the enforceability of the Commitment Letter with respect subject to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter the terms thereof or threatened termination of any such New Sponsor Equity its ability to provide the full financing contemplated by the Commitment Letter. (c) Each Prior to the Closing, the Company shall use its reasonable efforts to assist Newco in the arrangement of any third party hereto shall providedebt financing requested by Newco for the purpose of financing the merger, fees and expenses incurred in connection therewith, and shall cause each the other transactions contemplated hereby (the “Debt Financing”) (it being understood that the receipt of its Subsidiaries such Debt Financing is not a condition to Closing), including: (i) participating in meetings, presentations and each due diligence sessions; (ii) assisting with the preparation of their respective Representatives to providematerials for presentations, all cooperation as may be reasonably memoranda and similar documents required with respect to the Equity Financing or any debt financing or indebtedness of the Company in connection with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent Newco’s Debt Financing; and (Biii) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) executing and (B), effective as of immediately prior to the Effective Time, delivering any definitive financing documents and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by Newco, provided that such documents will not take effect until the trustee of Effective Time; provided, however, that nothing herein shall require such cooperation to the 2022 Notes extent it would require the Company to agree to pay any fees, reimburse any expenses or as may be required under give any indemnities prior to the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture Effective Time for which it is not reimbursed or the Facility Agreement in connection with the consummation of the Transactions, including the Mergerindemnified.

Financing. (a) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to consummate the Equity Financing at or prior to the Effective Time. (b) Parent shall give the Company prompt notice (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provideshall, and shall cause each of its Subsidiaries and each of their respective Representatives to, use its reasonable best efforts to providetake, or cause to be taken, all cooperation as may actions and to do, or cause to be reasonably required done, all things necessary, proper or advisable to arrange and consummate the Financing on the terms and conditions described in or contemplated by the Commitment Letter (including any “flex” provisions) to the extent required, when taken together with cash or cash equivalents held by the Parent and the Company on the Closing Date and the other sources of funds available to Parent on the Closing Date, to refinance in full all amounts outstanding under the Company Credit Agreement, the Company Receivables Financing Agreement and the Company Indentures and to pay cash in lieu of fractional shares in accordance with Section 2.2, including using reasonable best efforts to (i) maintain in effect the Commitment Letter, (ii) satisfy (or, if determined advisable by the Parent, obtain the waiver of) on or prior to the Closing Date all conditions to funding contained in the Commitment Letter and such definitive agreements for the Financing to be entered into pursuant thereto, in each case, that are within the control of Parent, (iii) negotiate and enter into definitive agreements with respect to the Equity Financing contemplated by the Commitment Letter on terms and conditions not materially less favorable to Parent, taken as a whole, than those described in the Commitment Letter (including any “flex” provisions contained therein) on or prior to the Closing Date, (iv) enforce its rights under the Commitment Letter and (v) in the event that all conditions to funding contained in the Commitment Letter have been satisfied or waived, cause the applicable Financing Sources providing the Financing contemplated by the Commitment Letter to fund on the Closing Date the portion of the Financing contemplated by the Commitment Letter required to refinance in full all amounts outstanding under the Company Credit Agreement, the Company Receivables Financing Agreement and the Company Indentures and to pay cash in lieu of fractional shares in accordance with Section 2.2 (including by enforcing the Commitment Letter against any breaching Financing Source). In the event any portion of the Financing contemplated by the Commitment Letter becomes unavailable on the terms and conditions (including any “flex” provisions) contemplated in the Commitment Letter for any reason (other than as contemplated by the Commitment Letter, including as a result of entering into any Qualifying Bank Financing (as defined in the Commitment Letter) or issuing any debt financing or indebtedness securities) and such portion is necessary to refinance in full all amounts outstanding under the Company Credit Agreement, the Company Receivables Financing Agreement and the Company Indentures, to pay cash in lieu of fractional shares in accordance with Section 2.2 and to pay the fees and expenses relating to the Merger and the Financing (A) Parent shall promptly notify the Company in connection writing and (B) Parent shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to obtain, as promptly as practicable following the occurrence of such event, alternative financing for any such portion from alternative sources (the “Alternative Financing”) in an amount, when taken together with cash or cash equivalents held by the Parent and the Company on the Closing Date and the other sources of funds available to Parent on the Closing Date, sufficient to refinance in full all amounts outstanding under the Company Credit Agreement, the Company Receivables Financing Agreement and the Company Indentures, to pay cash in lieu of fractional shares in accordance with Section 2.2 and to pay the fees and expenses relating to the Merger and the Financing and which (1) does not involve terms and conditions that, taken as a whole, are materially less beneficial to Parent than those contained in the Commitment Letter, or (2) would not reasonably be expected to prevent, materially impede or materially delay the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing transactions contemplated by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to this Agreement. To the extent requested by Parent. Neither the Company from time to time, Parent shall keep the Company informed on a reasonably current basis of the status of its efforts to arrange the Financing. Without limiting the generality of the foregoing, Parent shall promptly notify the Company in writing (x) if there exists any material breach, material default, repudiation, cancellation or termination by any party to the Commitment Letter (or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any material breach, material default, repudiation, cancellation or termination) of which Parent obtains knowledge, (y) of the receipt by Parent or any of its Subsidiaries of any written notice or other written communication from any Financing Source party to the Commitment Letter asserting any actual material breach, material default, repudiation, cancellation or termination by any party to the Commitment Letter or (z) if for any reason Parent or any of its Subsidiaries believes in good faith that there is (or there is reasonably likely to be) a material dispute or disagreement between or among any parties to the Commitment Letter or any definitive document related to the Financing with respect to the obligations to fund the Financing contemplated by the Commitment Letter. None of Parent nor any of its Subsidiaries shall (xwithout the prior written consent of the Company, such consent not to be unreasonably withheld, delayed or conditioned) consent or agree to any amendment, replacement, supplement or modification to, or any waiver of any provision under, the Commitment Letter or the definitive agreements relating to the Financing if such amendment, replacement, supplement, modification or waiver (1) decreases the aggregate amount of the Financing to an amount that would be required less than an amount that would be required, when taken together with cash or cash equivalents held by the Parent and the Company on the Closing Date and the other sources of funds available to Parent on the Closing Date, to refinance in full all amounts outstanding under the Company Credit Agreement, the Company Receivables Financing Agreement and the Company Indentures, to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated cash in lieu of fractional shares in accordance with its terms prior Section 2.2 and to pay the fees and expenses relating to the occurrence Merger and the Financing, (2) imposes new or additional conditions or otherwise expands, amends or modifies any of the Effective Time, Parent shall promptly reimburse conditions to the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee receipt of the 2022 Notes Financing, (3) could reasonably be expected to prevent, materially impede or as may be required under the Facility Agreement in connection with materially delay the consummation of the Transactionstransactions contemplated by this Agreement, including or (4) materially and adversely impacts the Merger and (ii) customary legal opinions ability of Parent to enforce its rights against the other parties to the Commitment Letter; provided, however, that, for the avoidance of doubt, Parent may amend, replace, supplement and/or modify the Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities as are required by parties thereto who had not executed the 2022 Indenture or the Facility Agreement in connection with the consummation Commitment Letter as of the Transactionsdate of this Agreement or increase the amount of commitments under the Commitment Letter. Upon any amendment, including supplement or modification of the Merger.Commitment Letter, Parent shall provide a copy thereof to the Company (with only fee amounts and other economic terms, and the rates and amounts included in the “flex” provisions, redacted, none of which redacted provisions would adversely affect the

Financing. (a) Subject Buyer will promptly notify Seller of any proposal by any of the financial institutions party to the Debt Financing Commitment Letter to withdraw, terminate or make a material change in the amount or terms of the Debt Financing Commitment Letter. In addition, upon Seller's reasonable request, Buyer shall advise and conditions update Seller, in a level of this Agreementdetail reasonably satisfactory to Seller, each with respect to the status, proposed closing date and material terms of Parent and Merger Sub the proposed Debt Financing. Buyer shall use its reasonable best efforts not consent to consummate any amendment, modification or early termination of any Equity Financing Commitment Letter or the Debt Financing Commitment Letter that is reasonably likely to impair materially the Equity Financing at or prior to the Effective TimeDebt Financing. (b) Parent Buyer shall, and shall give cause its Affiliates to, use all commercially reasonable efforts to (1) maintain the Company prompt notice effectiveness of the Debt Financing Commitment Letter, (i2) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter enter into definitive documentation with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity the Debt Financing on the terms contained in the Debt Financing Commitment Letter, (3) satisfy all funding conditions to the Debt Financing set forth in the definitive documentation with respect to the Debt Financing, (4) cause to be made available to Buyer, on or prior to the first anniversary of the Dexter Closing, the Debt Financing in an aggregate principal amount equal to the principal amount of the Debt Financing, and (5) perform its obligations under the Financing Commitments, including its obligations to agree to changes in the structure, terms and pricing contained in the Financing Commitments (it being understood that such obligations shall not include any obligation to cause any of its Affiliates to increase the amount of their Equity Financing). (c) Each party hereto shall provideAt Seller's request, and shall cause each 60 Business Days following the satisfaction or waiver of its Subsidiaries and each of Buyer's conditions in Article VII (other than conditions that, by their respective Representatives nature, are to provide, all cooperation as may be reasonably required with respect to satisfied on the Equity Financing or any debt financing or indebtedness of the Company in connection with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (BClosing Date), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries Buyer shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon fund the Closing (including entry into any agreement) or would be effective prior to Purchase Price by drawing on the Effective Time. If this Agreement is terminated "Senior Subordinated Facility" and the "Senior Unsecured Credit Facility"(as such terms are defined in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iiiDebt Financing Commitment Letter). (d) The Company Qwest Parties shall use provide and shall cause their Affiliates to provide, reasonable best assistance to Buyer's efforts to obtainobtain the Debt Financing (including, execute subject to Section 5.10(c), efforts to obtain high yield bond financing as part of the Debt Financing), including facilitating customary due diligence and deliver such documents arranging for senior officers of Seller to meet with prospective lenders in customary presentations or instruments as may be required for to participate in customary road shows, in each case upon Buyer's request with reasonable prior notice and at Buyer's cost and expense. At Buyer's cost and expense, the Surviving Company’s due assumption ofQwest Parties shall, and succession shall cause their Affiliates to, use commercially reasonable efforts to cause their respective accountants and attorneys to provide customary assistance in such financing. In the Company’s obligations event of a registered public offering or an offering in accordance with Rule 144A under the 2022 Indenture Securities Act of the debt or equity securities of Company or its Affiliates, the Qwest Parties will, upon Buyer's request with reasonable prior notice and at Buyer's cost and expense, use their commercially reasonable efforts to cause KPMG LLP to deliver to Company and its Affiliates and the Facility Agreementunderwriters in any such offering a letter covering such matters as are reasonably requested by Company or its Affiliates or such underwriters, including as the case may be, and as are customarily addressed in accountants' "comfort letters," and to provide their consent to the references to them as experts and the inclusion in any applicable filings of their auditor's reports. Buyer acknowledges that (i) customary closing certificates and other similar documents as may be reasonably requested the assistance provided by the trustee Qwest Parties and their Affiliates, officers, employees and representatives are being provided at the request of Buyer, and (ii) none of the 2022 Notes Qwest Parties shall have any liability to lenders or as prospective lenders in connection with the activities contemplated by this Section 5.10(d). Buyer shall indemnify and hold harmless the Qwest Parties from and against any Losses resulting from any assistance or activities provided pursuant to this Section 5.10. The Xxxxxx 38 EXECUTION provisions of this Section 5.10(d) (including the indemnity provisions) shall not affect any rights of Buyer under Section 9.1. (e) The Parties agree and acknowledge that up to $217,000,000 of additional equity of Buyer in excess of the amounts committed in the Xxxxxx Equity Financing Commitment Letter may be required under the Facility Agreement in connection with the consummation terms and conditions of the TransactionsDebt Financing Commitment Letter to consummate the Transactions (such amount as is required, including the Merger and "ADDITIONAL EQUITY"). Buyer agrees to use commercially reasonable efforts to obtain equity commitments for the Additional Equity (provided that nothing herein shall (i) obligate Buyer or its Affiliates to sell securities on terms less favorable than those terms received by the Persons that have provided the Xxxxxx Equity Financing Commitment Letter, (ii) customary legal opinions obligate Buyer or its Affiliates to conduct a public offering for equity securities, or (iii) obligate Affiliates of Buyer to contribute additional equity other than as are required by provided in the 2022 Indenture Xxxxxx Equity Financing Commitment Letter). From the date hereof until 30 days after the Dexter Closing Date, Seller shall have the right to commit to provide all or the Facility Agreement in connection with the consummation a portion of the TransactionsAdditional Equity on the same terms and conditions as the equity provided for in the Xxxxxx Equity Financing Commitment Letter (and on such other terms as specified in Exhibit R) provided, including however, that Seller shall in no event be entitled to own equity securities in an amount greater than the Merger.Seller Common Equity Limitation. Such commitment by Seller shall be evidenced by an equity commitment letter containing substantially the same terms and conditions as the Equity Financing Commitment Letter. From and after 30 days after the Dexter Closing Date, Buyer shall be free to enter into a binding commitment with third parties or Affiliates of Buyer for the Additional Equity (or such lesser amount of Additional Equity that remains after giving effect to amounts subscribed for by Seller); provided that Seller shall be offered the right to provide up to twenty-five percent (25%) of such offered Additional Equity on the most favorable terms and conditions on which any equity has been sold to such third parties and provided that Seller shall in no event be entitled to own equity securities in an amount greater than the Seller Common Equity Limitation. From and after a date 30 days preceding the Termination Date, Seller shall have the right to provide the entire amount of any remaining Additional Equity not subscribed for as of such date on the most favorable terms and conditions on which any equity has been sold (such amount committed by Seller during this period being referred to as the "FINAL ADDITIONAL EQUITY COMMITMENT"), whether as Additional Equity or pursuant to the terms of the Xxxxxx Equity Financing Commitment Letter (and on such other terms as specified in Exhibit R); provided that Seller shall in no event be entitled to own equity securities in an amount greater than the Seller Common Equity Limitation. Any Additional Equity subscribed for by Seller in excess of the Seller Common Equity Limitation shall be provided in Permissible Preferred Stock (as defined below). Notwithstanding anything herein to the contrary, Buyer (through Affiliates or third parties) shall up until the Closing Date have the right to provide Additional Equity in such amounts as necessary to prevent or limit the issuance of Permissible Preferred Stock to satisfy the required Additional Equity. If Seller subscribes for Additional Equity pursuant to this Section 5.10(e) ("SELLER ADDITIONAL EQUITY") and Buyer exercises its right pursuant to Section 10.5 to assign its rights and obligations under this Agreement to a wholly-owned subsidiary of Buyer, then (i) such wholly-owned subsidiary will also assume Buyer's obligations to deliver the Seller Additional Equity to Seller, (ii) Buyer shall contribute the Seller Additional Equity to such wholly-owned subsidiary, and (iii) such wholly-owned subsidiary shall deliver the Seller Additional Equity (and the Closing Purchase Price) to Seller in exchange for the LLC Interests and the cash price for the Seller Additional Equity. Seller shall have the right to assign all or a Xxxxxx 39 EXECUTION

Financing. (a) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub Subsidiary shall use its use, and shall cause their Affiliates to use, their respective reasonable best efforts to consummate take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange the Equity Debt Financing as promptly as practicable on the terms and conditions described in the Debt Commitment Letters, including using (and causing their Affiliates to use) their respective reasonable best efforts to: (i) maintain in effect the Financing Commitments, (ii) provide to the Company a list of the information and the assistance required from the Company for Parent to prepare the Required Financial Information as promptly as practicable (and in any event not later than 10 Specified Business Days) after the date hereof; (iii) provide the Required Financial Information to the Debt Financing Sources as promptly as practicable after the date hereof, (iv) negotiate definitive agreements with respect thereto as promptly as practicable after the date hereof substantially on the terms and conditions contained in the Financing Commitments or, with respect to conditions relating to funding, on other terms no less favorable to Parent or Merger Subsidiary, which agreements shall be in effect no later than the Effective Time, (iv) satisfy, or cause their Representatives to satisfy, on a timely basis all conditions applicable to Parent, Merger Subsidiary or their respective Representatives in such definitive agreements to be satisfied by Parent, Merger Subsidiary or their respective Representative, and (v) cause the Debt Financing Parties and any other Persons providing Debt Financing to fund the Debt Financing at or prior to the Effective Time. (b) Parent shall not agree to, or permit, any amendments or modifications to, or any waivers under, the Financing Commitments without the prior written consent of the Company if such amendments, modifications or waivers would reduce the aggregate amount of the Debt Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing) such that after giving effect to such amendment, the Parent would not have sufficient funds under the amended Financing Commitments, together with any cash on hand, to consummate the Merger, or impose new or additional conditions or otherwise expand the then existing conditions precedent to funding of the Debt Financing at or prior to the Effective Time, if such new or additional conditions or such expanded existing conditions would reasonably be expected to (i) prevent or materially delay or impair the ability of Parent to consummate the Merger or (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Financing Commitments; provided that, for the avoidance of doubt, each of Parent and Merger Subsidiary may amend the Debt Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Commitment Letter as of the date hereof; provided further that, without derogating from any of the Company’s other obligations under Section 6.08, the Company shall have no obligation to comply with Section 6.08 of this Agreement in connection with such amendments. (c) In the event that Parent determines that any portion of the Debt Financing will not be available in the manner or from the sources contemplated in the Financing Commitments, (i) Parent shall promptly so notify the Company and (ii) Parent and Merger Subsidiary shall use their respective reasonable best efforts to arrange and obtain, and to negotiate and enter into definitive agreements with respect to, alternative financing from alternative financial institutions in an amount sufficient to consummate the transactions contemplated by this Agreement that includes conditions to funding not materially less favorable to Parent than those in the Financing Commitments, as promptly as practicable following the occurrence of such event (and in any event no later than the Effective Time). (d) Each of Parent and Merger Subsidiary acknowledges and agrees that neither the obtaining of the Debt Financing or any alternative financing, nor the completion of any issuance of securities contemplated by the Debt Financing or any alternative financing, is a condition to the Closing. (e) Parent shall (i) promptly furnish the Company complete, correct and executed copies of the Financing Commitments and any amendment, modification or replacement of any Financing Commitments promptly upon their execution (provided, that provisions in such fee letter(s) related to fees and pricing may be redacted (none of which redacted provisions adversely affect the availability of, or impose additional conditions on the availability of, the Debt Financing at the closing)), (ii) give the Company prompt written notice (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter threatened (in writing) breach by any party thereto of any of the Financing Commitments or the Financing Commitment of which Parent or Merger Subsidiary becomes aware or any termination or threatened (iiin writing) upon termination thereof, (iii) after the receipt of any written notice or other written communication received from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach Debt Financing Party, give the Company prompt written notice of any material provision of such New Sponsor Equity dispute or disagreement between or among any parties to any Financing Commitment Letter that would reasonably be expected to result in a breach under the Financing Commitment, (iv) give the Company prompt written notice if for any reason Parent or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives Merger Subsidiary has determined in good faith that it will not be able to provide, obtain all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness portion of the Company in connection with Debt Financing on substantially the consummation of terms and conditions contemplated by the TransactionsFinancing Commitments, including (iv) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is promptly furnish any additional information reasonably requested in writing by Parent and (B) the election Company relating to the Company Board of the individuals who will serve as directors of the Surviving Company, circumstances in each case of clauses (Ai) through (iv) of this Section 7.04(e)) and (B), effective as of immediately prior to the Effective Time, and (iivi) keep the Company using commercially reasonable reasonably informed of the status of its efforts to ensure that arrange the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor Debt Financing (or any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iiialternative financing). (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Merger.

Financing. (a) Subject Each of Parent and Merger Sub shall use its reasonable best efforts to, and shall use its reasonable best efforts to cause each of its respective Affiliates and Representatives to, take all actions and do all things necessary, proper or advisable to obtain the net proceeds of the Financing, or any Substitute Financing, in each case, on the terms and subject only to the conditions expressly set forth in the Financing Commitment Letters (including any “market flex” provisions set forth in any Debt Letter) and subject to any modifications permitted by this Section 5.04 at or prior to the Closing Date, including (i) maintaining in effect the Financing Commitment Letters and complying with all of their respective obligations thereunder to the extent required as a condition to accessing such Financing, (ii) negotiating, entering into and delivering definitive agreements with respect to the Financing (the “Definitive Agreements”) on the terms contained in the Financing Commitment Letters (including any “market flex” provisions set forth in any Debt Letter) (or with other terms reasonably acceptable to Parent and without any Prohibited Modifications) and subject only to the conditions expressly set forth in the Financing Commitment Letters on the date of this Agreement, (iii) satisfying on a timely basis all conditions in the Financing Commitment Letters and the Definitive Agreements that are applicable to Parent or any of its Affiliates or Representatives that are within their control, (iv) if required under the Debt Letters, entering into amendments to the Definitive Agreements with respect to the Debt Financing to give effect to any “market flex” provisions contained in any Debt Letter and (v) subject to the satisfaction of the conditions set forth in Section 7.01 and Section 7.03 (other than those conditions to be satisfied substantially concurrently with the Closing), consummating, and obtaining the net proceeds of, the Financing no later than the Closing. (b) In the event that all conditions set forth in Article VII have been satisfied or waived or, upon funding shall be satisfied or waived, each of Parent and Merger Sub shall use its reasonable best efforts to, and shall use its reasonable best efforts to cause each of their respective Affiliates and Representatives to, cause each applicable Person that is a party to any of the Financing Commitment Letters to fund the Financing in accordance with its terms on the Closing Date to the extent the proceeds thereof are required to pay the Required Amount and consummate the Equity Merger and the other transactions contemplated thereby. Each of Parent and Merger Sub shall not, and shall use its reasonable best efforts to cause its Affiliates and Representatives not to, take or refrain from taking, directly or indirectly, any action that would reasonably be expected to result in a failure of the Financing (other than as expressly provided by the Debt Letters in respect of the “Backstop Revolving Credit Facility” and the “Backstop L/C Facility” (as such terms are defined in the Debt Commitment Letter)) to be available and funded in the Required Amount at or prior to the Effective TimeClosing; provided that Parent shall be permitted to terminate commitments in respect of the “Backstop Term Loan Facility” (as such term is defined in the Debt Commitment Letter). (bc) Upon reasonable request by the Company from time to time, Parent shall keep the Company reasonably informed on a current and timely basis of the status of Parent’s efforts to obtain the Financing and to satisfy the conditions thereof, including advising and updating the Company, in a reasonable level of detail, with respect to status, proposed closing date of the Financing and material terms of the Definitive Agreements and providing copies of substantially final drafts of the primary Definitive Agreements (including, with respect to the Debt Financing, the credit agreement) with sufficient time for the Company to review with its counsel (provided that any fee letter and any engagement letter for the placement of debt securities may be redacted solely as to fee amounts and other economic terms (including any such terms included in the “market flex”) that are customarily redacted in connection with similar financings and that could not adversely affect the conditionality, enforceability, amount, availability or termination of the Financing). Without limiting the generality of the foregoing, Parent shall give the Company prompt written notice (i) upon becoming aware of any breach or default (or alleged or purported breach or default), or any event or circumstance that (with or without notice, lapse of time or both) would reasonably be expected to give rise to any breach or default, by any party to any of the Financing Commitment Letters or Definitive Agreements, (ii) of any material termination or repudiation (or alleged or purported termination or repudiation) of any of the Financing Commitment Letters or Definitive Agreements, and (iii) if for any reason at any time Parent believes that it may not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Financing Commitment Letters or any Definitive Agreement. Parent shall provide any information reasonably requested by the Company relating to any of the circumstances referred to in clauses (i), (ii) or (iii) of the immediately preceding sentence promptly after the Company makes any such request. (d) Neither Parent nor Merger Sub shall, without the Company’s prior written consent: permit any amendment, supplement, modification, assignment, termination, replacement or waiver to be made to, or consent to any waiver of, any provision of or remedy under any of the Financing Commitment Letters or Definitive Agreements if such amendment, supplement, modification, termination, assignment, replacement or waiver would or would reasonably be expected to (1) reduce the aggregate amount of the Financing (including by increasing the amount of fees to be paid or original issue discount) below the Required Amount (when taken together with other sources of funds immediately available to Parent (including additional equity commitments that will be funded at or prior to Closing)); provided that Parent shall be permitted to terminate commitments in respect of the “Backstop Term Loan Facility” (as such term is defined in the Debt Commitment Letter), (2) impose new or additional conditions to the Financing or otherwise expand, amend or modify any of the existing conditions to the Financing, (3) adversely impact the ability of Parent or Merger Sub to enforce its rights against any other party to any of the Financing Commitment Letters or Definitive Agreements or (4) otherwise expand, amend, modify or waive any provision of any New Sponsor Equity of the Financing Commitment Letters or Definitive Agreements in a manner that in any such case would or would reasonably be expected to prevent, delay or make less likely (A) the funding of the Financing in an amount no less than the Required Amount (or satisfaction of the conditions to the Financing) at or prior to the Closing or (B) the timely consummation of the Merger and the other transactions contemplated hereby (the effects described in clauses (1) through (4), the “Prohibited Modifications”); provided that Parent may amend the Debt Letters to add Debt Financing Entities that have not previously executed the Debt Letters as of the date of this Agreement without the prior written consent of the Company. In the event that any new debt or equity commitment letters or fee letters are entered into in accordance with any termination, amendment, replacement, supplement, modification or waiver of any Financing Commitment Letter or termination Definitive Agreement permitted pursuant to this Section 5.04(d), references to the “Financing,” “Debt Financing Parties,” “Definitive Agreements” and “Financing Commitment Letters” (and other like terms in this Agreement) shall be deemed to refer to the Financing as so terminated, amended, supplemented, modified, waived or replaced for all purposes of this Agreement and each such term shall be construed accordingly. Parent shall promptly deliver to the Company copies of any New Sponsor Equity Commitment Letter by any party thereto termination, amendment, supplement, modification, waiver or (ii) upon the receipt replacement of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Financing Commitment Letter or threatened Definitive Agreement and each other agreement entered into in connection therewith (provided that any fee letter may be redacted solely as to fee amounts and other economic terms (including any such terms included in the “market flex”) that are customarily redacted in connection with similar financings and that could not adversely affect the conditionality, enforceability, amount, availability or termination of any such New Sponsor Equity Commitment Letterthe Financing). (ce) Each party hereto shall provideIf any portion of the Financing becomes, or is expected to become, unavailable for any reason (other than on account of Parent’s termination of commitments in respect of the “Backstop Term Loan Facility” (as such term is defined in the Debt Commitment Letter)), Parent shall, and shall cause each its Affiliates and relevant Representatives, as promptly as practicable following the occurrence of its Subsidiaries and each of their respective Representatives such event, to provide, all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness of (i) notify the Company in connection with writing thereof and the consummation of the Transactionsreason therefor, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially use its reasonable best efforts to ensure that obtain substitute financing in an amount sufficient, when taken together with any available portion of the Financing, to enable Parent to consummate the Merger and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated other transactions contemplated hereby in accordance with its terms prior (including to pay the Required Amount) and which does not include any Prohibited Modification or condition to the occurrence consummation of such substitute financing that is more onerous in any significant respect than the conditions set forth in the Financing Commitment Letters as of the Effective Timedate of this Agreement (any such substitute financing, Parent shall promptly reimburse the Company for any reasonable “Substitute Financing”) and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use its reasonable best efforts to obtainobtain a new financing commitment letter that provides for such Substitute Financing and, execute promptly after execution thereof, deliver to the Company true, complete and deliver correct copies of the new commitment letter and all related fee letters (provided that any such documents or instruments as fee letter may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates redacted solely as to fee amounts and other similar documents as may be reasonably requested by economic terms (including any such terms included in the trustee of the 2022 Notes or as may be required under the Facility Agreement “market flex”) that are customarily redacted in connection with similar financings and that could not adversely affect the consummation conditionality, enforceability, amount, availability or termination of the TransactionsFinancing) and related definitive financing documents with respect to such Substitute Financing; provided, including however, that Parent shall not be required to obtain financing that includes terms and conditions materially less favorable (taking into account any “market flex” provisions) to Parent, relative to those in the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation portion of the Transactions, including the Merger.Financing being replaced. Upon obtaining any

Financing. (a) Subject to the terms and conditions Each of this AgreementParent, each of Parent Merger Sub and Merger Sub I shall use its reasonable best efforts (taking into account the expected timing of the Marketing Period) to take (or cause to be taken) all actions, and to do (or cause to be done) all things necessary, proper or advisable to consummate and obtain the Equity proceeds of the Debt Financing at or prior contemplated by the Debt Financing Commitments on the terms and conditions described in the Debt Financing Commitments (including any flex provisions applicable thereto), including using reasonable best efforts to the Effective Time. (b) Parent shall give the Company prompt notice (i) upon becoming aware negotiate definitive agreements with respect thereto on the terms and conditions (including the flex provisions) contained therein or on other terms not materially less favorable, in the aggregate, to Parent (as determined in the reasonable judgment of any breach Parent) and not in violation of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or this Section 5.15(a) (including clauses (A)-(C) below), (ii) upon satisfy (or, if deemed advisable by Parent, seek a waiver of) on a timely basis all conditions applicable to Parent, Merger Sub and Merger Sub I in the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter Debt Financing Commitments that are within its control and otherwise comply with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. its obligations thereunder and pay related fees and expenses on the Closing Date, (ciii) Each party hereto shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect to maintain in effect the Equity Debt Financing or any debt financing or indebtedness of the Company Commitments in connection accordance with the consummation of terms thereof (except for amendments and supplements not prohibited by this Section 5.15(a)) until the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing transactions contemplated by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment this Agreement are consummated or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms terms, and (iv) enforce its rights under the Debt Financing Commitments in the event of a breach by any counterparty thereto that would reasonably be expected to materially impede or delay the Closing. Parent shall have the right from time to time to amend, supplement, amend and restate or modify the Debt Financing Commitments; provided, that any such amendment, supplement, amendment and restatement or other modification shall not, without the prior written consent of the Company (A) add new (or adversely modify any existing) conditions precedent to the occurrence Debt Financing as set forth in the Debt Financing Commitments as in effect on the date hereof, (B) reduce the aggregate amount of the Effective Time, Debt Financing Commitments (including by changing the amount of fees to be paid or original issue discount of the Debt Financing as set forth in the Debt Financing Commitments) in a manner that would adversely impact in any material respect the ability of Parent shall promptly reimburse to consummate the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with Merger or that would otherwise be expected to delay or impede the Company’s compliance with Section 6.07(c)(iMerger or (C) through (iii). (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may otherwise be reasonably requested by the trustee of the 2022 Notes expected to (I) prevent, impede or as may be required under the Facility Agreement in connection with delay the consummation of the Transactions, including the Merger and the other transactions contemplated by this Agreement, (iiII) customary legal opinions make the funding of the Debt Financing as are required set forth in the Debt Financing Commitments less likely to occur or (III) adversely impact the ability of Parent, Merger Sub or Merger Sub I to enforce their rights against the other parties to the Debt Financing Commitments or the definitive agreements with respect thereto. For the avoidance of doubt, but subject to the foregoing, Parent may amend, supplement, amend and restate, modify or replace the Debt Financing Commitments as in effect at the date hereof (x) to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Commitments as of the date of this Agreement or (y) to increase the amount of Indebtedness contemplated by the 2022 Indenture Debt Financing Commitments. For purposes of this Section 5.15, references to “Debt Financing” shall include the financing contemplated by the Debt Financing Commitments as permitted to be amended, supplemented or modified by this Section 5.15(a) (and, if applicable, shall include any Alternative Financing used to satisfy the Facility Agreement in connection with the consummation of the Transactions, including the Merger.obligations under this Agreement) and references to “Debt Financing

Financing. (a) Subject Parent shall use its commercially reasonable best efforts to obtain the full amount of the Financing on the terms and conditions described in the Revised Financing Commitments delivered to the Company by Parent; provided, however, that in the event that any portion of the Financing becomes unavailable on the terms and conditions of this Agreementthe Revised Financing Commitments, each of Parent and Merger Sub shall use its commercially reasonable best efforts to obtain alternative financing in an amount sufficient to consummate the Merger and the other transactions contemplated by this Agreement (the “Alternative Financing”) as promptly as reasonably practicable following the occurrence of such event. (b) Parent acknowledges and agrees that Parent’s obligation to consummate the Merger on the terms and conditions specified herein is not subject to a financing condition and is not conditional upon the receipt by Parent of the proceeds of the Revised Financing Commitments required to effect the Closing pursuant to Section 1.03 hereof and to satisfy its obligations under Article II hereof, including depositing (or causing to be deposited) with the Paying Agent sufficient funds to make all payments pursuant to Article II hereof. (c) Parent shall give the Company prompt notice of any material breach by any party to the Revised Financing Commitments, of which Parent or Merger Sub becomes aware, or any termination of the Revised Financing Commitments. Parent will keep the Company reasonably informed of the status of the Financing and/or Alternative Financing. (d) The Company shall provide, and will cause its officers and employees to provide, all necessary cooperation and information in connection with the arrangement and obtaining of the Financing described in the Revised Financing Commitments and/or Alternative Financing as may be reasonably requested by Parent, including, without limitation, facilitating customary due diligence on the Company and arranging senior officers of the Company, as selected by Parent, to meet with prospective lenders and investors in customary presentations (including “road show” presentations and sessions with rating agencies), cooperation in preparing and filing any offering documents, the issuance of any comfort letter, obtaining any Company auditors’ consents, certifications of the chief financial officer of the Company with respect to solvency matters, the delivery of consolidated pro forma financial information of the Company, the use of commercially reasonable efforts to cause each independent auditor of the Company to so cooperate or otherwise and the use of commercially reasonable efforts to facilitate the grant, attachment and perfection of first priority security interests in substantially all of the Company’s assets for the lender(s) providing the Debt Financing, except for Liens (and the assets of the Company securing such Liens), which are contemplated to continue after the Effective Time, as set forth on Section 5.13 of the Company Disclosure Letter. (e) Parent shall not amend, supplement, modify or terminate (whether unilaterally or by mutual consent), in a manner either materially adverse to the Company or to the consummation of the Merger, any Revised Equity Financing Commitment, or waive any rights thereunder, prior to the termination of this Agreement, without the written consent of the Company, such consent not to be unreasonably withheld. (f) The Company acknowledges that, prior to the Effective Time, the Company and its Subsidiaries shall, at the request of Parent, take commercially reasonable actions with respect to (i) prepaying, redeeming and/or obtaining the consent of the holders of the Company Convertible Note in accordance with the terms thereof or (ii) restructuring or terminating the Company Credit Facility. The Company shall provide such information and take such actions as are necessary with respect thereto, including calling for prepayment or redemption, or renegotiating, as the case may be, the Company Convertible Note; provided, that (i) no such prepayment or redemption shall actually be made until substantially contemporaneous with or after, or, in the case of the call for prepayment or redemption, immediately prior to or contemporaneous with, the Effective Time and (ii) no such call for prepayment or redemption shall be required prior to the Effective Time unless the Company is permitted to condition such call for prepayment or redemption on the occurrence of the Effective Time or to withdraw such call for prepayment or redemption if the Effective Time shall not have occurred on or prior to the applicable scheduled prepayment or redemption date; and provided, further, that the Company shall not be required to enter into any bank commitment that will become effective prior to the Effective Time. (bg) Parent shall give Each of the Company prompt notice parties hereto acknowledges and agrees that after the date hereof, Parent, Merger Sub and their respective Representatives and affiliates may, in their sole discretion, take (ior determine not to take) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter actions with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of maintaining as outstanding, prepaying, compromising, redeeming and/or amending the Company Convertible Note and/or the Portside Warrant, in any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness of the Company cases in connection accordance with the consummation of respective terms thereof or as otherwise agreed by the Transactionsholder thereof; provided, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board however, that any amendment desired to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee effected prior to the Effective Time shall only be effected with the prior written consent of the Company. Parent is under no obligation to endeavor to effect any such potential actions respecting either the Company Convertible Note or (y) be required the Portside Warrant, and the parties hereto acknowledge and agree that the Company Convertible Note and/or the Portside Warrant may remain outstanding after the Effective Time pursuant to commit to taking any action that is not contingent upon their respective terms, with the Closing (including entry into any agreement) or would be effective prior Company and the Surviving Corporation remaining obligated thereunder to the Effective Timeextent provided therein, but subject to all respective rights, restrictions and provisions thereunder. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective TimeParent, Parent shall promptly reimburse Merger Sub and the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including each (i) customary closing certificates agrees that any effect, event, development, change, or lack of change, which arises out of or results from such actions (or lack of action) of Parent, Merger Sub and other similar documents as may their respective Representatives and affiliates shall not be reasonably requested by deemed to cause any condition to the trustee obligations of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including any party to effect the Merger (as set forth in Article VI) not to be satisfied and (ii) customary legal opinions as are required by the 2022 Indenture hereby waives any right it may have under this Agreement to terminate this Agreement pursuant to Article VII hereof based on any such effect, event, development or the Facility Agreement in connection with the consummation change, which arises out of the Transactionsor results from such actions (or lack of action) of Parent, including the MergerMerger Sub and their respective Representatives and affiliates.

Financing. Parent shall procure and have available, as of the Closing, funds sufficient to pay all of the cash amounts required to be provided by Parent for the consummation of the transactions contemplated hereby, including the amounts payable in connection with the consummation of the Merger, all related fees and expenses required to be paid as of the date of the consummation of the Merger and the funds to be provided by (or on behalf of) Parent to the Company to enable the Company to fund the repayment or refinancing of the Notes and the Company Credit Agreement, in each case to the extent required to be repaid or refinanced, and the amounts payable pursuant to Sections 6.14(b) and 6.14(c). In furtherance and not in limitation to the foregoing: (a) Subject to the terms and conditions of this AgreementAgreement (including clauses (I) and (II) of this Section 6.13(a)), each of Parent and Merger Sub shall use its reasonable best efforts to consummate take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, advisable or proper to arrange and obtain the Equity proceeds of the Debt Financing at on the terms and conditions described in the Debt Commitment Letter pursuant to the terms thereof on or prior to the Effective TimeClosing Date. Parent shall not, without the prior written consent of the Company, (I) permit any amendment, supplement, replacement or modification to be made to, or any waiver of any provision under, the Debt Commitment Letter, if such amendment, supplement, replacement, modification or waiver (A) reduces (or could reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount), except (x) to the extent cash on hand is available and will be available as of the Closing Date on the Parent Balance Sheet in an aggregate amount at least equal to the amount of any such reduction or (y) to the extent of the outstanding aggregate principal amount of the Notes with respect to which the Consent Solicitations are successful (but taking into account all amounts payable in connection with the Consent Solicitations, including consent fees, solicitation agent fees and other expenses payable in connection with the Consent Solicitations) or (B) imposes new or additional conditions to the initial funding or otherwise expands, amends or modifies any of the conditions to the receipt of the initial Debt Financing, or otherwise expands, amends or modifies any other provision of the Debt Commitment Letter, in each case with respect to clause (B), in a manner that would reasonably be expected (x) taking into account the expected timing of the Marketing Period, to delay or prevent or make less likely the funding in full of the Debt Financing (or satisfaction of the conditions to the Debt Financing) on the Closing Date or (y) to adversely impact the ability of Parent to enforce its rights against other parties to the Debt Commitment Letter or the definitive agreements with respect thereto, in each case, as so amended replaced, supplemented or otherwise modified, relative to the ability of the Parent to enforce its rights against such other parties to the Debt Commitment Letter as in effect on the date hereof or the definitive agreements with respect thereto (provided, that Parent may amend the Debt Commitment Letter to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities, so long as such action would not reasonably be expected to materially delay or prevent the Closing or adversely impact Parent’s ability to enforce its rights under the Debt Commitment Letter) or (II) terminate the Debt Commitment Letter unless at the time of such termination such Debt Commitment Letter is replaced with a new commitment letter that, were it structured as an amendment to the Debt Commitment Letter, would satisfy the requirements of the foregoing clause (I) (which replacement commitment letter shall be considered the Debt Commitment Letter hereunder). Parent shall promptly deliver to the Company true, complete and correct copies of any such amendment, modification or replacement. (b) Parent shall give use its reasonable best efforts (A) to maintain in effect the Company prompt notice (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Debt Commitment Letter or termination (as, for the avoidance of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall providedoubt, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required amended, modified or replaced pursuant to the terms and conditions of this Agreement), (B) to negotiate and enter into definitive agreements with respect to the Equity Debt Commitment Letter (the “Debt Financing or any debt financing or indebtedness of Agreements”) on the Company in connection terms and conditions consistent with the consummation of terms and conditions contained in the TransactionsDebt Commitment Letter or, including if available, obtain alternative financing on other terms that are acceptable to Parent, provided, that (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election promptly provides notice to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Timesuch alternative financing, and (ii) the terms of such alternative financing are (x) in respect of certainty of funding, equivalent in all material respects to (or more favorable to the Company than) the conditions set forth in the Debt Commitment Letter as in effect on the date hereof and (y) not less beneficial in any material respect to Parent in terms of its ability to enforce its rights in connection with such alternative financing, relative to Parent’s ability to enforce its rights against the other parties to the Debt Commitment Letter as in effect on the date hereof or the definitive agreements with respect thereto (any such permitted replacement, amended, modified or alternative financing to the Debt Financing, including any potential issuance of cash convertible or other notes by Parent or its Subsidiaries, collectively with the Debt Financing, the “Available Financing”), (C) to satisfy on a timely basis, taking into account the expected timing of the Marketing Period, and in a manner that will not impede the ability of the parties to consummate the Merger, all conditions to receipt of the full amount of the Available Financing at the Closing set forth therein that are within its control or subject to its influence and, upon satisfaction of the conditions set forth in the Debt Commitment Letter (or, as applicable, the conditions in connection with other Available Financing), to consummate the Available Financing at or prior to the Closing, (D) to enforce its rights under the Debt Commitment Letter relating to the Available Financing, including using commercially reasonable best efforts to ensure that cause the Persons committing to fund the Available Financing to fund on the Closing Date the Available Financing required to consummate the transactions contemplated hereby and (E) to comply with its obligations under the Debt Commitment Letter relating to the Available Financing. Parent shall keep the Company informed on a current basis and the Surviving Company benefit from the existing lending relationships in reasonable detail of the Group Companies status of its efforts to arrange the Debt Financing and provide to the extent requested by Parent. Neither Company copies of all substantially final drafts and executed definitive agreements for the Available Financing, at each time promptly upon the Company’s request. (c) Without limiting the foregoing, Parent agrees to notify the Company nor promptly if at any time prior to the Closing Date (i) the Debt Commitment Letter is terminated for any reason, (ii) Parent becomes aware of its Subsidiaries any material breach or default by any party to the Debt Commitment Letter or any Debt Financing Agreement, or (iii) a Lender indicates either in writing or orally that it will not provide, or it refuses to provide, all or any portion of the Debt Financing contemplated by the Debt Commitment Letter on the terms set forth therein. Without limiting Parent’s other obligations under this Section 6.13, if the commitments with respect to all or any portion of the Debt Financing expires or is terminated or all or any portion of the Debt Financing otherwise becomes unavailable or it becomes reasonably foreseeable that such events will occur, then Parent shall (x) be required to pay any commitment or similar fee prior to promptly notify the Effective Time or Company of such event and the reasons therefor, (y) be use reasonable best efforts to obtain alternative financing from the same or alternative financing sources in an amount sufficient to pay all cash amounts required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it paid in connection with the Companytransactions contemplated by this Agreement, as promptly as practicable following the occurrence of such event, and (z) obtain, and when obtained, provide the Company with a copy of, a new financing commitment that provides for such alternative financing, together with the related fee letter (subject to redaction solely of fee amounts, original issue discount amounts, pricing caps and other economic provisions that are customarily redacted in connection with merger agreements of this type, provided, that such redactions do not relate to any terms that would adversely affect the conditionality, enforceability, availability, termination or aggregate principal amount of the Debt Financing (other than through the operation of original issue discount)) (which new financing commitment shall be considered the Debt Commitment Letter hereunder). Parent’s compliance with obligations under this Section 6.07(c)(i6.13(c) through (iii)shall apply to any other Available Financing. (d) The Company shall use reasonable best efforts Notwithstanding anything to obtainthe contrary contained herein, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the CompanyParent’s obligations under hereunder are not subject to a condition regarding Parent’s or any of its Affiliates’ obtaining funds to consummate the 2022 Indenture Merger and the Facility transactions contemplated by this Agreement, including (i) customary closing certificates the payment of any fees and other similar documents as may be reasonably requested by the trustee expenses and repayment or refinance of the 2022 Notes or as may be required under and the Facility Company Credit Agreement in connection with the consummation of the Transactions, including the Merger and (iiall amounts payable pursuant to Sections 6.14(b) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Mergerand 6.14(c).

Financing. Parent has delivered to the Company true, correct and complete copies of an executed commitment letter and fee letters from the financial institutions identified therein (athe “Debt Commitment Letter”) Subject to provide, subject to the terms and conditions therein, debt financing in the amounts set forth therein (being collectively referred to as the “Debt Financing”). As of the date hereof, the Debt Commitment Letter has not been amended or modified, no such amendment or modification is contemplated (other than amendments or modifications that are permitted by Section 5.10), and, as of the date hereof, the respective obligations and commitments contained in such letters have not been withdrawn or rescinded in any respect. Parent has fully paid any and all commitment fees or other fees in connection with the Debt Commitment Letter that are payable on or prior to the date hereof. The Debt Commitment Letter is in full force and effect as of the date hereof. The Debt Commitment Letter constitutes the legal, valid and binding obligations of the parties thereto (other than the Financing Sources) and, to the knowledge of Parent, the Financing Sources, in each case, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. As of the date of this Agreement, each no event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach under the Debt Commitment Letter on the part of Parent and Merger Sub shall use or its reasonable best efforts to consummate the Equity Financing at or prior Subsidiaries or, to the Effective Time. (b) knowledge of Parent, any other parties thereto. As of the date of this Agreement and subject to the satisfaction of the conditions set forth in Article VI, Parent shall give does not have any reason to believe that any of the Company prompt notice (i) upon becoming aware conditions to the Debt Financing will not be satisfied or that the Debt Financing will not be available to Parent on the Closing Date. Subject to payment of any breach of any material provision of any New Sponsor Equity customary fees, the Debt Commitment Letter or termination contains all of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect conditions precedent to the Equity Financing or any debt financing or indebtedness obligations of the Company in connection with parties thereunder to make Debt Financing available to Parent on the consummation of the Transactionsterms therein. There are no side letters or other agreements, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board contracts or arrangements to such number as is requested in writing by which Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor or any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior Affiliates is a party related to the Effective Time funding or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence investing, as applicable, of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee full amount of the 2022 Notes Debt Financing other than as expressly set forth in the Debt Commitment Letter and any customary engagement letter and non-disclosure agreements that do not impact the conditionality or as may be required under the Facility Agreement in connection with the consummation amount of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the MergerDebt Financing.

Financing. (a) Subject to the terms Buyer expressly acknowledges and conditions of agrees that Buyer’s obligations under this Agreement, each of Parent and Merger Sub Agreement are not conditioned in any manner whatsoever upon Buyer obtaining any financing. Buyer shall use its reasonable best efforts to consummate the Equity Financing at or prior to the Effective Time. (b) Parent shall give the Company prompt notice (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provide, and shall cause each of its Subsidiaries Affiliates to use) its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, advisable or desirable to arrange and consummate the Debt Financing on the terms described in the Debt Commitment Letter (including any “market flex” provisions set forth in the Fee Letter), including using (and causing each of its Affiliates to use) its reasonable best efforts to (i) comply with its obligations under the Debt Commitment Letter and satisfy on a timely basis (or obtain a waiver of) all terms, conditions, representations and warranties applicable to Buyer and its Affiliates set forth in the Debt Commitment Letter; (ii) maintain in effect the Debt Commitment Letter on the terms and conditions contained therein (including, to the extent the same are exercised, any “market flex” provisions set forth in the Fee Letter) until the transactions contemplated by this Agreement are consummated (it being understood that the Debt Commitment Letter may be replaced or amended as provided below); (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letter (including, to the extent the same are exercised, any “market flex” provisions set forth in the Fee Letter); (iv) enforce its rights under the Debt Commitment Letter in the event of a breach by the Debt Financing Sources or other parties thereto to the extent such breach results in a failure or material delay to consummate the transactions under this Agreement; (v) cause its senior management as well as appropriate Representatives of Buyer and its Affiliates, if applicable, to cooperate with the marketing and/or syndications efforts of the Debt Financing Sources, (vi) timely prepare the necessary offering circulars, private placement memoranda, or other offering documents or Marketing Materials with respect to the Debt Financing; (vii) commence the marketing and/or syndication activities contemplated by the Debt Commitment Letter as promptly as practicable; and (viii) subject to clause (iv) of this sentence, satisfy or cause to be waived on a timely basis all conditions to funding the Debt Financing that are applicable to Buyer in the Debt Commitment Letter on or prior to Closing; provided, however, that if funds in the amounts and on the terms set forth in the Debt Commitment Letter become unavailable to Buyer on the terms and conditions set forth therein, Buyer shall (x) notify Seller in writing of such event, (y) use reasonable best efforts to obtain Alternative Financing as promptly as possible in amounts and otherwise on terms and conditions in the aggregate, not materially less favorable, taken as a whole, to Buyer than as set forth in the Debt Commitment Letter (taking into account any “market flex” provisions related thereto), and (z) use reasonable best efforts to obtain a new debt commitment letter that provides for such Alternative Financing and promptly deliver a true, correct and complete copy thereof and any fee letter related thereto (provided, that provisions in such fee letter may be redacted in a customary manner (i.e., redacted as to pricing, economic market flex and other provisions; provided that the redacted pricing, market flex and other economic provisions set forth therein shall not affect availability or conditionality of the Debt Financing at Closing)) to Seller; provided further, that if Buyer proceeds with Alternative Financing, it shall be subject to the same obligations as set forth in this Section 5.12 with respect to the Debt Financing. (b) Buyer shall keep Seller apprised of all material developments relating to the Debt Financing. Buyer shall promptly (and in any event within two Business Days) notify Seller of (i) the expiration or termination of the Debt Commitment Letter, (ii) any refusal by the Debt Financing Sources to provide, or any stated intent by the Debt Financing Sources to refuse to provide, the full Debt Financing contemplated by the Debt Commitment Letter, (iii) any breach or default (or any change, circumstance, fact occurrence or event that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by Buyer or, to the knowledge of the Buyer, any other party to the Debt Commitment Letter or definitive document that may cause Buyer to no longer be able to obtain all or any portion of the Debt Financing contemplated by the Debt Commitment Letter on the terms described therein (and that Buyer will not be able to obtain acceptable Alternative Financing), (iv) any change, circumstance, fact occurrence or event of which Buyer becomes aware that, with or without notice, lapse of time or both, would reasonably be expected to cause Buyer to no longer be able to obtain all or any portion of the Debt Financing contemplated by the Debt Commitment Letter on the terms described therein (and that Buyer will not be able to obtain acceptable Alternative Financing), or (v) receipt of any written notice or other written communication from any Person with respect to any (A) actual or potential breach, default, termination or repudiation by any party to the Debt Commitment Letter or any definitive document related to the Debt Financing or (B) material dispute or disagreement between or among any parties to the Debt Commitment Letter or any definitive document that would cause Buyer to no longer be able to obtain all or any portion of the Debt Financing contemplated by the Debt Commitment Letter on the terms described therein (and that Buyer will not be able to obtain acceptable Alternative Financing). (c) Buyer shall not replace, amend or waive the Debt Commitment Letter or the Fee Letter without Seller’s prior written consent if such replacement, amendment or waiver (i) reduces the aggregate amount of the Debt Financing (including by changing the amount of fees to be paid or original issue discount thereof) unless Buyer delivers to Seller evidence in form and substance reasonably acceptable to Seller that Buyer shall otherwise have available cash sufficient to consummate the Closing, (ii) imposes new or additional conditions, or otherwise expands any of the conditions, to the receipt of Debt Financing or (iii) effects any other amendment, modification or waiver that would reasonably be expected to prevent or materially delay or impede the consummation of the transactions contemplated by this Agreement. Buyer shall provide to Seller copies of any commitment letter associated with a replacement Debt Financing or Alternative Financing as well as any amendment or waiver of any debt commitment letter (including the Debt Commitment Letter) that is permitted hereunder. (d) From the date hereof until the Closing Date, Seller shall, and shall cause the Company Group members (and its and their respective Representatives) to, at Buyer’s sole cost and expense, provide such cooperation reasonably requested by Buyer or any of its Affiliates or Representatives in connection with the arrangement of Debt Financing as required by the terms of the Debt Commitment Letter, including Commercially Reasonable Efforts to: (i) furnish Buyer with documentation and other information of Seller and the Company Group members as required under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, in each case, that has been reasonably requested in writing by Buyer not less than 5 Business Days prior to the Closing Date, (ii) facilitating instruments of discharge with respect to the Indebtedness of the Company Group required to be released prior to the Closing Date in order to transfer the Interests to Buyer free and clear of all Liens (other than Liens imposed by state and federal securities laws), pursuant to Section 2.01 on the Closing Date, (iii) facilitating the pledging of collateral to the extent required by the terms of the Debt Commitment Letter and reasonably requested by Buyer (in each case, subject to and only effective upon the occurrence of the Closing) and assist with the production of factual information required in connection with the preparation of any credit agreement, pledge and security documents, perfection certificates, mortgages, deeds of trust, hedging agreements, legal opinions reasonably requested (including on behalf of the Debt Financing Sources), legal opinion support certificates or other definitive financing documents or other documents related to the Debt Financing (including schedules, insurance certificates, and evidence of corporate authority) as may be reasonably requested by the Buyer, (iv) participation by senior management of the Seller and the Company Group in, and assistance with, (1) the preparation of rating agency presentations, (2) meetings with rating agencies, roadshows, due diligence sessions, drafting sessions and meetings with prospective lenders and debt investors and (3) the preparation of confidential information memoranda, investor presentations, lender presentations, roadshow presentations and similar customary documents as may be reasonably requested by Buyer or any Lender, in each case, with respect to information relating to the Seller and the Company Group in connection with customary marketing efforts of Buyer for all or any portion of the Debt Financing (collectively, the “Marketing Material”), (v) provide reasonable and customary authorization letters, confirmations and undertakings to the Debt Financing Sources authorizing the distribution of information relating to the Seller and the Company Group to prospective lenders (including with respect to the presence or absence of material non-public information and accuracy of the information contained therein) and subject to customary confidentiality provisions, (vi) cause the Company’s auditors to deliver customary consents and comfort letters (including “negative assurance” and “change period” comfort) with respect to the financial information relating to the Company and its subsidiaries as reasonably requested by the Debt Financing Sources and to attend accounting due diligence sessions and to provide consents for the use of their reports in any materials or disclosures relating to the Debt Financing, (vii) provide reasonably requested information relating to the compliance by the Seller and the Company Group with all applicable government laws and regulations, (viii) furnish Buyer with the financial statements and other information described in Section 5.14 and (ix) allow the usual and customary use of the logos of the Seller and the Company Group in connection with any debt financing (provided such logos shall be used solely in a manner that is not intended or reasonably likely to harm, disparage or otherwise adversely affect the Seller’s or any Company Group member’s reputation or goodwill), subject to Seller’s prior approval of such materials; provided, however, that nothing herein shall require Seller, the Company Group members or any of their respective Representatives or Affiliates to provide, all cooperation as may take any action that would be reasonably required with respect to the Equity Financing or any debt financing or indebtedness of the Company in connection with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies Closing Date or to the extent requested by Parent. Neither it would, in Seller’s reasonable judgment, interfere unreasonably with the business or operations of Seller or its Affiliates (including the Company Group members). (e) Neither Seller nor any of its Subsidiaries Affiliates (including the Company Group members) shall (x) be required to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with the Debt Financing or any of the foregoing that would be effective prior to the Effective Time Closing Date or (y) would be treated as a Company Transaction Expense. None of Seller, its Affiliates or their respective Representatives shall be required to commit to taking (i) execute or enter into or perform any action Contract contemplated by the Debt Commitment Letter that is not contingent upon the Closing (including entry into any agreement) Date or that would be effective prior to the Effective TimeClosing Date (other than as contemplated under Section 5.12(d)), (ii) adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained or take any corporate actions prior to the Closing Date to permit the consummation of the Debt Financing, (iii) provide in connection with the Debt Financing any information the disclosure of which is prohibited or restricted under Applicable Law or is legally privileged, (iv) take any action which would result in either Seller, its Affiliates or any of their respective Representatives incurring any liability with respect to the matters relating to the Debt Financing or cause any director, officer or employee of Seller, its Affiliates or their respective Representatives to incur any personal liability in connection with the Debt Financing, or (v) other than with respect to current or historical financial information required to be furnished pursuant to Section 5.12(d), provide (A) pro forma financial information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information, (B) any description of all or any component of the Debt Financing (including any such description to be included in any liquidity or capital resources disclosure or any “description of notes”), (C) projections, risk factors or other forward-looking statements relating to all or any component of the Debt Financing, or (D) any solvency certificate or similar certification or representation (which items (A) through (D) shall be the sole responsibility of Buyer). If None of Seller, the Company Group members, or any of their respective Representatives or Affiliates shall be required to make any representation, warranties or certifications in connection with the Debt Financing as to which, after the use of Commercially Reasonable Efforts to cause such representation, warranty or certification to be true, such Person has in its good faith determined that such representation, warranty or certification is not true. Seller shall be given a reasonable opportunity to review and comment on any financing documents and review any materials that are to be presented during any meetings conducted in connection with the Debt Financing, and Buyer shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Seller. (f) Buyer acknowledges and agrees that Seller will not, except as set forth in this Agreement, have any liability to any Person under or in connection with, the arrangement of the Debt Financing that Buyer may raise in connection with the transactions contemplated by this Agreement. Buyer shall promptly, upon request by Seller (including following a valid termination of this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective TimeArticle 10), Parent shall promptly reimburse the Company Seller for any all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees) incurred by it Seller and the Company Group members in connection with the Company’s compliance with cooperation of Seller and its Affiliates contemplated by this Section 6.07(c)(i) through (iii). (d) The 5.12 and shall indemnify and hold harmless Seller, the Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption ofGroup members, and succession to, the Company’s obligations under the 2022 Indenture their respective Representatives from and the Facility Agreement, including (i) customary closing certificates against any and other similar documents as may be reasonably requested all Damages suffered or incurred by the trustee any of the 2022 Notes or as may be required under the Facility Agreement them of any type in connection with the consummation arrangement of the TransactionsDebt Financing, including except to the Merger and (ii) customary legal opinions as are required by the 2022 Indenture extent such Damages arise from or the Facility Agreement in connection with gross negligence or Fraud by Seller, the consummation Company Group members of their respective Representatives. (g) Notwithstanding anything to the contrary in this Agreement, the condition set forth in Section 8.02(b), as it applies to Seller’s obligations under this Section 5.12, shall be deemed satisfied unless Seller willfully fails to perform its obligations under this Section 5.12 and such willful failure to perform has been the primary cause of the Transactions, including the MergerDebt Financing not being obtained.

Financing. (a) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions reasonably necessary to consummate and obtain the Equity Financing at or on substantially the terms and conditions described in the Commitment Letter, as adjusted by the Agreed Marketing Terms, if any, including reasonable best efforts to (i) maintain in effect the Commitment Letter and, if entered into prior to the Effective Time. Closing, the definitive documentation with respect to the Financing contemplated by the Commitment Letter (bincluding “flex” provisions contained therein) (the “Definitive Financing Agreements”), (ii) negotiate and execute Definitive Financing Agreements on terms and conditions contemplated by the Commitment Letter (including any “flex” provisions in connection therewith), as adjusted by the Agreed Marketing Terms, if any, and, upon execution thereof, deliver a copy thereof to the Company, (iii) satisfy on a timely basis all conditions applicable to Parent and its Subsidiaries in the Commitment Letter and Definitive Financing Agreements that are within its control and comply with its obligations thereunder, and not take any action that would prevent the availability of the Financing, (iv) seek to enforce its rights under the Commitment Letter and Definitive Financing Agreements in the event of a breach or failure to fund by the financing sources that materially impedes or materially delays Closing, including by seeking specific performance against, the parties thereto (including the Commitment Party under the Commitment Letter). In the event that all conditions to the Financing have been satisfied, or upon funding will be satisfied, Parent shall use its reasonable best efforts to cause the lenders and the other Persons providing such Financing to fund on the Closing Date (including by seeking specific performance to cause such lenders and other Persons to fund such Financing) the portion of the Financing required to consummate the Merger and the transactions contemplated by this Agreement. Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter or Definitive Financing Agreements, and/or substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative financing sources, provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter or Definitive Financing Agreements that amends the Financing and/or substitution of all or any portion of the Financing shall not (A) expand upon or amend in any way that is adverse to the Company the conditions precedent to the Financing as set forth in the Commitment Letter or (B) be reasonably expected to prevent or materially impede or materially delay the availability of the Financing and/or the consummation of the Merger and the transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter or Definitive Financing Agreements in its reasonable discretion, provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with the financial resources of Parent and Merger Subsidiary, including cash on hand and marketable securities of Parent, the Company and their respective Subsidiaries, to consummate the Merger and the other transactions contemplated by this Agreement (including the payment of any Required Amounts), and provided, further, that such reduction shall not (A) expand upon or amend in any way that is adverse to the Company the conditions precedent to the Financing as set forth in the Commitment Letter or (B) be reasonably expected to prevent or materially impede or materially delay the availability of such reduced Financing and/or the consummation of the Merger and the transactions contemplated by this Agreement. If any portion of the Financing becomes unavailable or Parent becomes aware of any event or circumstance that makes any portion of the Financing unavailable, in each case, on the terms and conditions (including any “flex” provisions in connection therewith) contemplated in the Commitment Letter, as adjusted by the Agreed Marketing Terms, if any, and such portion is reasonably required to consummate the Merger and the other transactions contemplated by this Agreement (including the payment of any Required Amounts), Parent shall use its reasonable best efforts to arrange and obtain as promptly as practicable following the occurrence of such event alternative financing from the same and/or alternative financing sources in an amount sufficient to consummate the Merger and the other transactions contemplated by this Agreement (including the payment of any Required Amounts), upon terms and conditions (including any “flex” provisions) not materially less favorable, in the aggregate, to Parent than those in the Commitment Letter, as adjusted by the Agreed Marketing Terms, if any, and, if obtained, will provide the Company with a copy of the documentation with respect to such alternative financing. Parent shall give the Company prompt oral and written notice (but in any event not later than 48 hours) after Parent becoming aware (i) upon becoming aware of any breach the occurrence of any material provision of breach by any New Sponsor Equity party to the Commitment Letter or termination Definitive Financing Agreements or of any New Sponsor Equity Commitment Letter by any party thereto or condition not likely to be satisfied, (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach termination or waiver, amendment or other modification of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity the Commitment Letter. , (ciii) Each party hereto that any of the Financing Parties no longer intends to provide the Financing or (iv) that any portion of the Financing is not available to consummate the Merger. Parent shall providekeep the Company informed on a reasonably current basis of the status of its efforts to arrange, obtain and/or consummate the Financing and shall cause each provide copies of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect the principal documents related to the Equity Financing or any debt financing or indebtedness of the Company in connection with the consummation of the Transactions(excluding fee letters and engagement letters, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies except to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents contain any conditions to funding or instruments “flex” provisions (excluding provisions related solely to fees and economic terms (other than covenants) agreed to by the parties)) on a periodic basis of no less frequently than once a month and as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may otherwise be reasonably requested by the trustee Company. In the event that Parent commences an action to seek specific performance to enforce its rights under the Commitment Letter or the Definitive Financing Agreements and/or cause the financing sources to fund the Financing (any such action, a “Financing Action”), Parent shall (x) keep the Company reasonably informed of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation status of the Transactions, including the Merger Financing Action and (iiy) customary at the reasonable request of the Company, make Parent’s employees and legal opinions as are required advisors reasonably available to discuss the status of, and material developments with respect to, the Financing Action (subject in all cases to preserving all legal privileges). For the avoidance of doubt, the syndication of the Financing to the extent permitted by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the MergerCommitment Letter shall not be deemed to violate Parent’s obligations under this Agreement.

Financing. (a) Subject DIP Financing Prior to the Petition Date, the Debtors shall have entered into a debt financing commitment letter with Citibank Global Markets Inc. providing for debtor-in-possession financing on the terms and conditions of this attached hereto as Exhibit 1 (the “DIP Term Sheet”). Permitted Refinancing Stipulation The Consenting Creditors hereby stipulate that entry into the agreement governing the DIP Facilities (as defined in the DIP Term Sheet) (the “DIP Credit Agreement”) constitutes a “Permitted Refinancing” as such term is defined by the ABL Intercreditor Agreement. Adequate Protection During the Chapter 11 Cases, each of Parent and Merger Sub shall use its reasonable best efforts to consummate the Equity Financing at or prior to the Effective Time. (b) Parent shall give the Company prompt notice (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter shall provide adequate protection with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness of the Company in connection with the consummation of the Transactions, including First Lien Claims consisting of: (i) the Company obtaining approval adequate protection provided by clauses (c), (d), and (e) of the “Adequate Protection” provision of the DIP Term Sheet; (ii) customary lien stipulations, and (iii) timely payment of the reasonable and documented fees and expenses (but not success fees, transaction fees, or similar fees), including reasonable and documented professional fees and expenses, incurred by (A) an increase in the size of the Company Board to such number as is requested in writing by Parent Ad Hoc First Lien Group, and (B) the election agents under the Existing ABL Revolver, the Existing RCF, and the Claire’s Term Loan, and the trustees under the Claire’s 2019 1L Notes Indenture and the Claire’s 2020 1L Notes Indenture; provided that the payment of all such fees and expenses shall be subject to the Company Board Debtors’ or any party in interest’s rights to seek a determination that such payments should be recharacterized as repayment on account of the individuals who will serve secured portion of First Lien Claims as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to Petition Date. Upon the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships termination of the Group Companies to RSA by the extent requested by Parent. Neither Requisite Consenting Creditors (as defined in the Company nor any of its Subsidiaries shall (xRSA) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior terms, the Requisite Consenting Creditors shall have the right to file a motion with the Bankruptcy Court requesting additional adequate protection on account of First Lien Claims with respect to their interest in the Notes Priority Collateral (as defined in the ABL Intercreditor Agreement), including in the form of cash-pay interest at the default rate on account of First Lien Claims; provided that the Debtors’ or any party in interest’s rights to contest any such request on any basis whatsoever are fully reserved. For the avoidance of doubt, in no instance shall the Debtors be required to provide adequate protection on account of First Lien Claims in the form of cash-pay interest unless otherwise ordered by the Bankruptcy Court after the occurrence of an RSA Milestone Event. CLSIP Loan Amendment/Refinancing Not later than seven (7) days following the Petition Date, the Company shall enter into a forbearance with respect to the CLSIP Loan Credit Agreement, with the holders of the CLSIP Loan other than insiders of the Company (as insider is defined in the Bankruptcy Code) (the “CLSIP Creditors”) on terms consistent with this Term Sheet and otherwise reasonably acceptable to the Company and the Requisite Consenting Creditors (the “CLSIP Forbearance Agreement”), to provide, among other things, that any “going concern” default arising with respect to the CLSIP Loan, and any other defaults arising on account of the transactions and agreements contemplated hereby, shall be waived during the pendency of the Chapter 11 Cases. CLSIP Creditors consenting to the CLSIP Forbearance Agreement and the Sponsor, solely with respect to the Sponsor’s CLSIP Loan claims, will receive a one-time forbearance fee paid in kind (i.e. additional CLSIP loan principal amount owed) of 2.75% of their holdings under the CLSIP Loan. Such forbearance fee paid in kind shall accrue interest at the default rate from the closing date of the CLSIP Forbearance Agreement and be paid interest as set forth below. Additionally, the CLSIP Forbearance Agreement will: • provide for payment of interest in cash on a regularly scheduled basis while the CLSIP Forbearance Agreement is in effect at the default rate; and • provide that the CLSIP Loan, including amounts on account of the forbearance fee and interest on such forbearance fee, will be repaid in full on the Effective Time, Parent shall promptly reimburse Date (as defined in the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iiiRSA). (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Merger.

Financing. (a) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to consummate obtain the Equity Financing on the terms and conditions described in the Financing Documents, including (i) maintaining in effect the Financing Documents until the Transactions are consummated, (ii) satisfying on a timely basis all conditions to the closing of and funding under the Financing Documents applicable to Parent and/or Merger Sub that are within its control, including paying when due all commitment fees and other fees arising under the Financing Documents as and when they become due and payable thereunder, (iii) consummating the Financing at or prior to the Effective TimeTime and (iv) subject to Section 9.08, enforcing the parties’ funding obligations (and the rights of Parent and Merger Sub) under the Financing Documents to the extent necessary to fund the Merger Consideration; provided that Parent and/or Merger Sub may amend or modify the Financing Documents, and/or elect to replace all or any portion of the Debt Financing with alternative debt financing (the “Alternative Financing”), in each case only so long as (A) the aggregate proceeds of the Financing (as amended or modified, including the Alternative Financing, if applicable), will be sufficient for Merger Sub and the Surviving Corporation to pay (1) the Merger Consideration and (2) any other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby and (B) such amendment or modification or the Alternative Financing would not prevent, materially delay or materially impede or impair the ability of Parent and Merger Sub to consummate the Transactions. Parent shall deliver to the Company true and complete copies of all Contracts or other arrangements pursuant to which any alternative sources have committed to provide the Alternative Financing (the “Alternative Financing Documents”) as promptly as practicable after execution thereof. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Documents, Parent shall promptly notify the Company. (b) Subject to the terms and conditions of this Agreement, Parent and Merger Sub agree not to amend, modify or waive any provision of the Financing Documents, if such amendment, modification or waiver reduces (or would reduce) the aggregate amount of the Financing or imposes new or additional conditions or otherwise expands, amends or modifies the conditions to the Financing in a manner that, in each case, would be expected to prevent or materially delay or otherwise materially and adversely affect the ability of Parent or Merger Sub to consummate the Transactions. Parent shall give the Company prompt notice (i) upon becoming aware of any breach of any material provision of the Financing Documents relating to the Equity Financing, the Financing Documents relating to the Debt Financing or any New Sponsor Equity Commitment Letter material Alternative Financing Documents, or termination of any New Sponsor Equity Commitment Letter such Financing Document by any party thereto to such Financing Document or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter Financing Document with respect to any threatened breach of any material provision of such New Sponsor the Financing Documents relating to the Equity Commitment Letter Financing, the Financing Documents relating to the Debt Financing or any material Alternative Financing Documents, or threatened termination of any such New Sponsor Equity Commitment LetterFinancing Document. (c) Each party hereto Notwithstanding anything to the contrary contained in this Agreement, nothing contained in Section 6.07 shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to pay any fees in excess of, or agree to “market flex” provisions less favorable to Parent, Merger Sub or the Surviving Corporation (or any of their Affiliates) than, those contemplated by the Debt Commitment Letter and/or, if applicable, the Alternative Financing Documents (in each case, whether to secure waiver of any conditions contained therein or otherwise). (d) The Company agrees to provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provideprovide to Parent and Merger Sub, all reasonable cooperation as may be reasonably required with respect to the Equity Financing requested by Parent or any debt financing or indebtedness of the Company its Representatives in connection with the consummation of Debt Financing and/or Alternative Financing and the Transactions, including (i) participation in meetings, presentations, due diligence sessions, road shows, sessions with rating agencies and other meetings, including arranging for reasonable direct contact between senior management, representatives and advisors of the Company obtaining approval or its Subsidiaries with Representatives of Parent and its Debt Financing and/or Alternative Financing sources, (ii) assisting in the preparation of offering memoranda, private placement memoranda, bank information memoranda, prospectuses, rating agency presentations and similar documents reasonably requested by Parent or its Representatives in connection with the Debt Financing and/or Alternative Financing (including using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing and/or Alternative Financing and delivery of one or more customary representation letters), (iii) as promptly as practicable, furnishing Parent and its Debt Financing and/or Alternative Financing sources with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent or its Debt Financing and/or Alternative Financing sources (the “Required Information”) and using reasonable best efforts to cause the Company’s independent accountants to provide assistance and cooperation in connection therewith to Parent and its Debt Financing and/or Alternative Financing sources, (iv) reasonably cooperating with advisors, consultants and accountants of Parent or its Debt Financing and/or Alternative Financing sources with respect to the conduct of any examination, appraisal or review of the financial condition or any of the assets or liabilities of the Company or any of its Subsidiaries, including for the purpose of establishing collateral eligibility and values, (v) (A) an increase in to the size extent not prohibited by applicable Laws, facilitating the granting of the Company Board to such number as is requested in writing by Parent security or pledging of collateral and (B) executing and delivering any pledge and security documents, commitment letters, certificates and other definitive financing documents (the election to “Definitive Debt Documents”); provided that any collateral pledged or security granted by the Company Board or any of its Subsidiaries under, and any obligations of the individuals who will serve as directors Company or any of its Subsidiaries under, any Definitive Debt Documents to which it is a party shall be contingent upon the Surviving Company, in each case occurrence of clauses (A) and (B), effective as of immediately prior to the Effective Time, (vi) taking all actions reasonably necessary to (A) permit the prospective lenders involved in the Debt Financing and/or Alternative Financing to evaluate the Company’s or any of its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements; provided that the information provided in connection therewith to such prospective lenders shall be subject to the terms of the Confidentiality Agreements and (iiB) establish bank and other accounts, blocked account agreements and lock box arrangements in connection with the Company foregoing, (vii) furnishing Parent, Merger Sub and its Representatives, as well as any prospective lenders involved in the Debt Financing and/or Alternative Financing, promptly with all documentation and other information required with respect to the Debt Financing and/or Alternative Financing under applicable “know your customer” and anti-money laundering rules and regulations; provided that the information provided to such prospective lenders shall be subject to the terms of the Confidentiality Agreements, (viii) using commercially reasonable best efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships obtain any necessary rating agencies’ confirmation or approval of the Group Companies Debt Financing and/or Alternative Financing and (ix) taking all corporate actions reasonably necessary to permit the extent requested by Parentconsummation of the Debt Financing and/or Alternative Financing, including the execution and delivery of any other certificates, instruments or documents, and to permit the proceeds thereof to be made available at Closing to consummate the Transactions. Neither the Company nor any of its Subsidiaries shall be required to (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective TimeTime or that would otherwise subject it to actual or potential liability in connection with any Financing. If Nothing contained in this Agreement is terminated in accordance Section 6.07(d) or otherwise shall require the Company or any of its Subsidiaries to be an issuer or other obligor with its terms respect to any Financing prior to the occurrence of the Effective Time, Parent shall promptly reimburse . The Company hereby consents to the Company for any reasonable use of its and documented out-of-pocket costs incurred by it its Subsidiaries’ logos in connection with the Company’s compliance with Section 6.07(c)(i) through (iii)Debt Financing and/or Alternate Financing; provided that such logos are used solely in a manner that is not reasonably likely to harm or disparage the Company of any of its Subsidiaries. (de) The Company Parent shall use reasonable best efforts to obtain, execute indemnify and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, hold harmless the Company’s obligations under the 2022 Indenture , its Subsidiaries and the Facility Agreementtheir respective Representatives from and against any and all liabilities, including losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (icollectively, “Losses”) customary closing certificates and other similar documents as may be reasonably requested actually suffered or incurred by the trustee of the 2022 Notes or as may be required under the Facility Agreement them in connection with the consummation arrangement of the Transactions, including the Merger Financing and any information utilized in connection therewith (ii) customary legal opinions as are required other than information provided by the 2022 Indenture Company or the Facility Agreement its Subsidiaries specifically for use in connection with therewith); provided that Parent shall not be liable to the consummation Company, its Subsidiaries or their respective Representatives for any such Losses arising from the fraud, gross negligence, recklessness or willful misconduct of the Transactions, including the Mergersuch persons.

Financing. (a) Subject From the date hereof until the earlier of (a) the Closing Date and (b) termination of this Agreement pursuant to Section 8.01, Biovail and Valeant shall use, and shall cause the Biovail Subsidiaries and Valeant Subsidiaries, respectively, to use, their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange the financing and related transactions (including the payment, refinancing and tendering of existing indebtedness) (the “Financing”) described in the executed commitment letter attached hereto as Exhibit C (the “Commitment Letter”), including using reasonable best efforts to (i) negotiate and enter into definitive agreements with respect thereto on the terms and conditions of this Agreementcontemplated by the Commitment Letter, each of Parent (ii) satisfy on a timely basis all conditions to obtaining the Financing set forth therein and Merger Sub shall use its reasonable best efforts to (iii) consummate the Equity Financing at or prior to the Effective Time. (b) Parent shall give the Company prompt notice (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness of the Company in connection with the consummation of the TransactionsClosing, including (i) the Company obtaining approval of (A) an increase participating in the size a reasonable number of the Company Board to such number as is requested meetings, road shows, rating agency sessions and drafting sessions, and participating in writing by Parent reasonable and customary due diligence, (B) furnishing the election to financial institutions providing or arranging the Company Board of Financing (the individuals who will serve as directors of the Surviving Company, in each case of clauses (A“Financing Sources”) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates financial and other similar documents pertinent information as may be reasonably requested by to consummate the trustee Financing, including all financial statements and financial data of the 2022 Notes or as may be type required by Regulation S-X and Regulation S-K under the Facility Agreement Securities Act (including any required audits thereof, which shall be unqualified) and of the type and form customarily included in connection private placements pursuant to Rule 144A promulgated under the Securities Act, (C) assisting the Financing Sources in the preparation of (1) an offering document for any portion of the Financing and (2) materials for rating agency presentations, (D) reasonably cooperating with the consummation marketing efforts for any portion of the TransactionsFinancing and (E) causing their respective independent accountants to provide assistance and cooperation in the Financing, including the Merger (1) participating in a reasonable number of drafting sessions and accounting due diligence sessions, (2) providing any necessary consents to use their audit reports relating to Biovail or Valeant, as applicable, and (ii3) customary legal opinions as are required by providing any necessary “comfort letters.” Biovail and Valeant shall, and shall cause their respective Subsidiaries to, refrain from taking, directly or indirectly, any action that would reasonably be expected to result in the 2022 Indenture or the Facility Agreement in connection with the consummation failure of any of the Transactionsconditions contained in the Commitment Letter or in any definitive agreement related to the Financing. In the event any portion of the Financing becomes unavailable on the terms and conditions set forth in the Commitment Letter, including Biovail and Valeant shall use their reasonable best efforts to obtain alternative financing from alternative sources as promptly as reasonably practicable following the Mergeroccurrence of such event. Biovail shall give Valeant prompt notice of any material breach by any party to the Commitment Letter of which Biovail becomes aware. Valeant shall give Biovail prompt notice of any material breach by any party to the Commitment Letter of which Valeant becomes aware.

Financing. (a) Subject Parent, Merger Sub I and Merger Sub II shall, and shall use reasonable best efforts to cause their Representatives and Affiliates to, use their 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 and obtain the proceeds of the Debt Financing on the terms and conditions of this Agreementset forth in the Commitment Letter (including the market flex provisions set forth in any Fee Letter) as promptly as practicable after the date hereof, each of Parent and Merger Sub shall use its including using reasonable best efforts to (i) maintain in effect and comply with the Commitment Letter until Merger I, Merger II and the other Transactions are consummated, (ii) timely negotiate and enter into definitive agreements with respect to the Debt Financing (the “Debt Financing Documents”) on the terms and conditions set forth in the Commitment Letter (and the market flex provisions set forth in any Fee Letter) so that the Debt Financing Documents are in effect as promptly as practicable but in any event no later than the Closing, (iii) satisfy or cause to be waived on a timely basis all conditions applicable to Parent, Merger Sub I and Merger Sub II, their Representatives and their Affiliate set forth in the Commitment Letter or such definitive agreements and otherwise comply with their obligations thereunder; (iv) enforce Parent’s, Merger Sub I’s and Merger Sub II’s rights under the Commitment Letter and the Debt Financing Documents, (v) comply with Parent’s, Merger Sub I’s and Merger Sub II’s covenants and other obligations under the Commitment Letter and the Debt Financing Documents, (vii) fully pay (or cause to be fully paid) all commitment fees, ticking fees, other fees, costs, expenses and other amounts due and payable in connection with the Debt Financing; and (vi) upon the satisfaction or waiver of such conditions, consummate the Equity Financing at or prior to the Effective TimeDebt Financing. (b) Parent shall not amend, modify or waive, or seek or agree to amend, modify or waive (in any case, whether by action or inaction), any term of the Commitment Letter or the Debt Financing Documents without the prior written consent of the Company. Parent shall not, and shall not permit any of its Affiliates to, take any action not otherwise required under this Agreement that is a breach of, or would result in termination of, the Commitment Letter. Parent shall keep the Company reasonably informed of the status of its efforts to arrange the Debt Financing and shall promptly provide to the Company copies of all executed amendments, modifications, consents or waivers to or under the Commitment Letter and all executed and substantially final draft Debt Financing Documents. Without limiting the generality of the foregoing, Parent shall give the Company prompt notice notice: (i) upon becoming aware of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any material provision of breach or default) by any New Sponsor Equity party to the Commitment Letter or termination any Debt Financing Documents of any New Sponsor Equity provision of such Commitment Letter or Debt Financing Documents; (ii) any termination, cancellation or repudiation by any party thereto to any of the Commitment Letter or Debt Financing Documents of which Parent becomes aware; (iiiii) upon of the receipt by Parent, Merger Sub I or Merger Sub II or any of their Affiliates or Representatives of any written notice or other communication from any party to a New Sponsor Equity Commitment Letter Person with respect to any threatened breach of (A) breach, default, termination or repudiation by any material provision of such New Sponsor Equity party to the Commitment Letter or threatened termination any Debt Financing Documents of any such New Sponsor Equity provision thereof or (B) dispute or disagreement between or among any parties to the Commitment LetterLetter or any Debt Financing Documents with respect to the Debt Financing; and (iv) if for any reason Parent, Merger Sub I or Merger Sub II or any of their Affiliates believes in good faith that (A) there is a dispute or disagreement between or among any parties to the Commitment Letter or any Debt Financing Documents with respect to the Debt Financing or (B) there is a reasonable likelihood that the Debt Financing will not be available for any reason on the terms, in the manner or from the sources contemplated by the Commitment Letter or any Debt Financing Documents. (c) Each party hereto If the Debt Financing in an aggregate amount (together with cash and marketable securities on hand) at least equal to the aggregate Per Share Cash Consideration to be deposited with the Exchange Agent and all other amounts required to be paid pursuant to Article II, the Merger and the other transactions contemplated by this Agreement becomes unavailable on the terms and conditions contemplated by the Commitment Letter for any reason (such event, an “Original Financing Failure”), Parent shall providepromptly notify the Company in writing of the Original Financing Failure and Parent shall use all reasonable efforts to arrange and obtain, as promptly as reasonably practicable, alternative financing from alternative sources (including debt, equity or other financing) in an amount, when added with available cash and marketable securities of Parent and its Subsidiaries, sufficient to consummate the transactions contemplated by this Agreement and to pay all related fees and expenses (the “Alternate Financing”), and to obtain one or more new financing commitment letters with respect to such Alternate Financing (collectively, the “New Commitment Letter”) and related fee letters, which shall cause replace the existing Commitment Letter and any existing Fee Letter; provided that any such Alternate Financing shall not (i) obligate the Company prior to the Closing as a surety, guarantor or indemnitor or to extend credit to any person or (ii) impose any new or additional condition or otherwise expand any condition to draw and other terms that would reasonably be expected to affect the availability thereof at the Closing. Parent shall promptly provide a true and complete copy of such New Commitment Letter and any related fee letter (as redacted to remove any fees, interest rates, “market flex” rights, and other economic terms, in each case that would not adversely affect the conditionality, enforceability, termination or aggregate principal amount of its Subsidiaries such alternative financing) in connection therewith to the Company. In the event a New Commitment Letter is obtained, (i) any reference in this Agreement to the “Debt Financing” shall mean the financing contemplated by the Commitment Letter as modified pursuant to clause (ii) below, (ii) any reference in this Agreement to the “Commitment Letter” shall be deemed to mean the New Commitment Letter and each of their respective Representatives any fee letter provided in connection therewith, (iii) any reference in this Agreement to providethe “Fee Letter” shall be deemed to include any fee or other letter relating to the New Commitment Letter to the extent then in effect, all cooperation as may and (iv) any references to “Debt Financing Documents” shall be reasonably required deemed to mean the definitive agreement with respect to the Equity Debt Financing or any debt financing or indebtedness of on the Company in connection with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase terms and conditions set forth in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii)New Commitment Letter. (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Merger.

Financing. (a) Subject to the terms and conditions of this AgreementSection 7.07, each of RMT Parent shall, and Merger Sub shall cause its Affiliates to, use its reasonable best efforts to (i) cause the conditions and comply with the obligations that are set forth in the RMT Commitment Letter applicable to, and within the control of or that require the cooperation of, RMT Parent to be fulfilled (or waived, if deemed advisable by RMT Parent) in a timely fashion in accordance with its terms, (ii) maintain the RMT Commitment Letter in effect until the earlier of the initial funding of the RMT Financing or the date that the RMT Financing Agreements (as defined below) become effective, (iii) negotiate definitive agreements with respect thereto, on the terms and conditions contained therein (including the “market flex” provisions) or on such other terms that would not be prohibited by clauses (i) through (iv) of Section 7.07(d) (the “RMT Financing Agreements”) and (iv) if all conditions precedent under the RMT Commitment Letter or the RMT Financing Agreements have been satisfied, on the Closing Date, cause the RMT Lenders to fund the RMT Financing and RMT Borrower to consummate the Equity RMT Financing at Transactions if all conditions to Closing contained in Article VIII are, or prior on the Closing Date can reasonably be expected to be, satisfied or waived (by the applicable party that is the beneficiary of such condition). In the event any funds in the amounts set forth in the RMT Commitment Letter or the RMT Financing Agreements, or any portion thereof, become unavailable on the terms and conditions (including any applicable “flex” terms) contemplated in the RMT Commitment Letter or the RMT Financing Agreements, RMT Parent shall, and shall cause its Affiliates to use reasonable best efforts, subject to Section 7.07(d), to obtain promptly any such portion from alternative sources, including on terms materially no less favorable, in the aggregate, to RMT Parent than those set forth in the RMT Commitment Letter (in each case as determined in the reasonable discretion of RMT Parent), in an amount sufficient, when added to the Effective Timeportion of the RMT Financing that is available, to finance the RMT Financing Transactions (the “RMT Alternative Financing”) and provide promptly to GPC a copy of any new financing commitment letter and any associated fee letters (solely in the case of any administrative agent fee letter, redacted in a customary manner solely with respect to the fees payable and economic terms (other than covenants) that are confidential, none of which redacted provisions would reduce the aggregate principal amount of such RMT Alternative Financing, impose additional conditions with respect thereto, or otherwise affect the enforceability or availability of such RMT Alternative Financing) (collectively, the “Alternative RMT Commitment Letter”); provided that the terms of any such RMT Alternative Financing must be consistent with the Intended Tax Treatment, as reasonably determined by GPC. In the event any RMT Alternative Financing is obtained, notwithstanding anything herein to the contrary, any reference in this Agreement to “RMT Financing” shall include “RMT Alternative Financing,” any reference to “RMT Commitment Letter” shall include the “Alternative RMT Commitment Letter,” any reference to “RMT Lenders” shall include the financial institutions providing such RMT Alternative Financing, and any reference to “RMT Financing Agreements” shall include any definitive agreements with respect to the Alternative RMT Commitment Letter, and all obligations of RMT Parent pursuant to this Section 7.07 shall be applicable thereto to the same extent as RMT Parent’s obligations with respect to the RMT Financing. For the avoidance of doubt, if the Marketing Period has ended, the RMT Financing is available, and all conditions to the Closing set forth in Article VIII have been satisfied or waived or will be satisfied or waived at the Closing, RMT Parent shall take all actions within its control reasonably necessary to allow RMT Borrower to incur the indebtedness provided under the RMT Financing to consummate the RMT Financing Transactions. (b) Subject to the terms and conditions of this Section 7.07, GPC and SpinCo shall, and shall cause their respective Affiliates to, use reasonable best efforts to (i) cause the conditions and comply with the obligations that are set forth in the SpinCo Commitment Letter applicable to, and within the control of or that require the cooperation of, GPC or SpinCo to be fulfilled (or waived, if deemed advisable by GPC or SpinCo) in a timely fashion in accordance with its terms, (ii) maintain the SpinCo Commitment Letter in effect until the earlier of the initial funding of the SpinCo Financing or the date that the SpinCo Financing Agreements (as defined below) become effective, (iii) negotiate definitive agreements with respect thereto, on terms and conditions acceptable to RMT Parent and contained therein (including the “market flex” provisions) or on such other terms acceptable to RMT Parent that would not be prohibited by Section 7.07(e) (the “SpinCo Financing Agreements” and, together with the RMT Financing Agreements, the “Financing Agreements”) and (iv) if all conditions precedent under the SpinCo Commitment Letter or the SpinCo Financing Agreements have been satisfied, cause the SpinCo Lenders to fund the SpinCo Financing prior to or substantially contemporaneously with the Distribution and to consummate the SpinCo Financing Transactions if all conditions to Closing contained in Article VIII are, or, on the Closing Date can reasonably be expected to be, satisfied or waived (by the applicable party that is the beneficiary of such condition). In the event any funds in the amounts set forth in the SpinCo Commitment Letter or the SpinCo Financing Agreements, or any portion thereof, become unavailable on the terms and conditions (including any applicable “flex” terms) contemplated in the SpinCo Commitment Letter or the SpinCo Financing Agreements, GPC and SpinCo shall, and shall cause their respective Affiliates to, in consultation with RMT Parent, use reasonable best efforts to cause SpinCo to obtain promptly any such portion from alternative sources, on terms acceptable to RMT Parent, in an amount sufficient, when added to the portion of the SpinCo Financing that is available, to finance the SpinCo Financing Transactions (the “SpinCo Alternative Financing” and, together with any RMT Alternative Financing, the “Alternative Financings” and each, an “Alternative Financing”) and provide promptly to RMT Parent a copy of any new financing commitment letter and any associated fee letters (the “Alternative SpinCo Commitment Letter”); provided that the terms of any such SpinCo Alternative Financing must be consistent with the Intended Tax Treatment, as reasonably determined by GPC. In the event SpinCo Alternative Financing is obtained, any reference in this Agreement to “SpinCo Financing” shall include “SpinCo Alternative Financing,” any reference to “SpinCo Commitment Letter” shall include the “Alternative SpinCo Commitment Letter,” any reference to “SpinCo Lenders” shall include the financial institutions providing such Alternative Financing, and any reference to “SpinCo Financing Agreements” shall include any definitive agreements with respect to the Alternative SpinCo Commitment Letter, and all obligations of GPC and SpinCo pursuant to this Section 7.07 shall be applicable thereto to the same extent as GPC’s and SpinCo’s obligations with respect to the SpinCo Financing. For the avoidance of doubt, if the SpinCo Financing is available and all conditions to the Closing set forth in Article VIII have been satisfied or waived or will be satisfied or waived at the Closing, SpinCo shall, and GPC shall cause SpinCo to, take all actions within its control reasonably necessary to cause SpinCo to incur the indebtedness provided under the SpinCo Commitment Letter or the SpinCo Financing Agreements to consummate the SpinCo Financing Transactions, including by executing and delivering to the SpinCo Lenders the SpinCo Financing Agreements and related certificates, instruments and documents contemplated thereby, which, in each case, shall be in form and substance satisfactory to RMT Parent. (c) RMT Parent and GPC shall each give the Company other prompt written notice (i) upon becoming aware of any breach of any material provision breach (or threatened material breach) or default (or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any New Sponsor Equity Commitment Letter material breach or termination of any New Sponsor Equity Commitment Letter default) by any party thereto to the Commitment Letters or the Financing Agreements, (ii) upon of the receipt of any written notice from of any party to a New Sponsor Equity Commitment Letter with respect to actual or threatened withdrawal, repudiation or termination of either Financing by any threatened breach of the Lenders, (iii) of the receipt of any written notice of any material provision dispute or disagreement between or among any of the parties to the Commitment Letters or the Financing Agreements, (iv) of any amendment or modification of, or waiver under, the Commitment Letters or the Financing Agreements to which such New Sponsor Equity Person (or its Affiliate) is a party or (v) if for any reason either believes in good faith that it or its Affiliates will not be able to timely obtain all or any portion of the RMT Financing or SpinCo Financing, as applicable, on the terms and conditions and in the manner or from the sources (including the RMT Alternative Financing and the SpinCo Alternative Financing, where applicable) contemplated by the RMT Commitment Letter or threatened termination of any such New Sponsor Equity the SpinCo Commitment Letter. , as applicable, or the RMT Financing Agreements or the SpinCo Financing Agreements, as applicable. RMT Parent and GPC shall keep one another informed upon reasonable request and in reasonable detail, as soon as reasonably practicable (cbut in any event within three Business Days upon receipt of such reasonable request) Each party hereto shall provide, and shall cause each of its Subsidiaries and each the status of their respective Representatives to provide, all cooperation as may be reasonably required with respect to the Equity Financing (or any debt financing or indebtedness of the Company in connection with the consummation of the Transactions, including (itheir Affiliate’s) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that arrange the Parent RMT Financing and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective TimeSpinCo Financing, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii)as applicable. (d) The Company Notwithstanding anything to the contrary set forth herein, RMT Parent may amend, modify, replace, waive or change any provision in the RMT Commitment Letter or any of the RMT Financing Agreements; provided that any such amendment, modification, replacement, waiver or change must be consistent with the Intended Tax Treatment, as reasonably determined by GPC; provided, further, that RMT Parent shall use reasonable best efforts not permit or agree to obtainany such amendment, execute and deliver such documents modification, replacement, waiver or instruments as may change to be required for made to the Surviving Company’s due assumption ofRMT Commitment Letter or any of the RMT Financing Agreements without obtaining the prior written consent of GPC, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including that would (i) customary closing certificates and other similar documents as may change, amend, expand or modify the conditions precedent set forth therein, or impose new or additional conditions, in each case in any manner that would reasonably be reasonably requested by the trustee of the 2022 Notes expected to prevent or as may be required under the Facility Agreement in connection with materially delay the consummation of the TransactionsRMT Financing, including the Merger and (ii) customary legal opinions reduce the aggregate cash amount of the RMT Financing such that the aggregate funds that would be available to RMT Parent upon the closing of the RMT Financing would not be sufficient to fund the RMT Financing Transactions, (iii) decrease the aggregate cash amount of the RMT Financing as are required by set forth in the 2022 Indenture RMT Commitment Letter or the Facility Agreement RMT Financing Agreements such that such aggregate amount is less than the aggregate cash amount to be funded upon the closing thereof as set forth in connection with the consummation RMT Commitment Letter as of the Transactionsdate hereof or (iv) amend or modify any other term or provision in a manner that would reasonably be expected to prevent, materially delay or materially impair the ability of RMT Parent and Merger Sub to consummate the transactions contemplated by this Agreement or adversely impact, in any material respect, the ability of RMT Parent to enforce its rights against the other parties to the RMT Commitment Letter or any of the RMT Financing Agreements. Notwithstanding anything to the contrary set forth herein, RMT Parent may modify, supplement, or amend the RMT Commitment Letter or any of the RMT Financing Agreements, (x) to add lead arrangers, bookrunners, syndication agents, documentation agents, lenders or similar entities that have not executed the RMT Commitment Letter as of the date hereof and (y) to implement or exercise any market flex provisions provided in, the RMT Commitment Letter as in effect as of the date hereof or, subject to Section 7.07(a), as in effect as of the date that an Alternative RMT Commitment Letter becomes effective. In such event, the term “RMT Commitment Letter” as used herein shall be deemed to include the new or amended commitment letters (including all exhibits, schedules, and attachments thereto) and fee letters entered into in accordance with this Section 7.07(d), the Mergerterm “RMT Financing” as used herein shall be deemed to include any substitute financing obtained in accordance with this Section 7.07(d), and the term “RMT Financing Agreements” shall be deemed to include the new or amended definitive agreements with respect to the RMT Financing entered into in accordance with this Section 7.07(d); provided, however, that in the event any portion of the RMT Financing becomes unavailable on the terms and conditions contemplated in the RMT Commitment Letter or the RMT Financing Agreements, the second sentence of Section 7.07(a), and not this Section 7.07(d), shall govern with respect to the terms of any replacement financing to be obtained after any portion of the RMT Financing becomes unavailable as described therein. Promptly after the effectiveness thereof, RMT Parent shall deliver to GPC true and correct copies of all amendments, modifications, replacements, waivers and changes to the RMT Commitment Letter and, after the effective date thereof, the RMT Financing Agreements.

Financing. (a) Subject Ultimate Parent shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange the Debt Financing on the terms and conditions of this Agreement, each of Parent described in the Debt Commitment Letter and Merger Sub shall use its reasonable best efforts to consummate the Equity Debt Financing at or prior on the Closing Date. Such actions shall include, but not be limited to, the following: (i) maintaining in effect the Debt Commitment Letter; (ii) participation by senior management of Ultimate Parent in, and assistance with, the preparation of rating agency presentations and meetings with rating agencies; (iii) satisfying on a timely basis all Financing Conditions applicable to Ultimate Parent in the Debt Commitment Letter that are within its control; (iv) negotiating, executing and delivering Debt Financing Documents that reflect the terms contained in the Debt Commitment Letter (to the Effective Time. extent required to consummate the transactions contemplated hereunder) (bincluding any “market flex” provisions related thereto) or on such other terms acceptable to Ultimate Parent and its financings sources; and (v) in the event that the conditions set forth in Section 6.1 and Section 6.2 and the Financing Conditions have been satisfied or, upon funding, would be satisfied, cause the financing providers to fund the full amount of the Debt Financing to the extent the proceeds thereof are needed to fund transactions contemplated hereunder. Ultimate Parent shall give the Company reasonably prompt notice (i) upon becoming aware of any breach, repudiation or threatened (in writing) breach or repudiation by any party to the Debt Commitment Letter of which Ultimate Parent or its Affiliates becomes aware. Without limiting Ultimate Parent’s other obligations under this Section 5.15, if a Financing Failure Event occurs, Ultimate Parent shall (A) promptly notify the Company of such Financing Failure Event and the reasons therefor, (B) use commercially reasonable efforts to obtain alternative financing from alternative financing sources (on terms not materially less favorable to Ultimate Parent (as determined in the reasonable judgment of Ultimate Parent, taking into account any material provision “market flex” provisions related to the Debt Commitment Letter) than those contained in the Debt Commitment Letter), in an amount sufficient, together with other financial resources of Ultimate Parent, Parent and Merger Sub, to pay the aggregate Merger Consideration, Option Payments and RSU Payments pursuant to this Agreement and consummate the transactions contemplated by this Agreement, as promptly as practicable following the occurrence of such event, and (C) if and when obtained, provide the Company with a true and complete copy of a new financing commitment that provides for such alternative financing. Ultimate Parent shall have the right from time to time to amend, modify, supplement, restate, assign, substitute or replace any New Sponsor Equity of the Debt Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon Debt Financing Document from the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of same and/or an alternative Financing Source; provided, that any such New Sponsor Equity Commitment Letter. (c) Each party hereto amendment, modification, supplement, restatement, assignment, substitution or replacement shall providenot, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect to without the Equity Financing or any debt financing or indebtedness prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed) (1) add any conditions precedent or other contingencies related to the funding of the Debt Financing on the Closing Date (beyond the Financing Conditions) that would result in connection with the conditions to such funding being materially less likely to be satisfied or (2) be reasonably expected to impede or delay in any material respect the consummation of the TransactionsMerger and the other transactions contemplated by this Agreement. For purposes of this Section 5.15 and Section 5.16 below, references to “Debt Financing” shall include the financing contemplated by the Debt Commitment Letter as permitted to be amended, modified, supplemented, restated, assigned, substituted or replaced by this Section 5.15 (including in the event of a Financing Failure Event) and references to “Debt Financing Documents” or “Debt Commitment Letter” shall include such documents as permitted to be amended, modified, supplemented, restated, assigned, substituted or replaced by this Section 5.15 (i) including in the event of a Financing Failure Event). Ultimate Parent shall be permitted to reduce the amount of Debt Financing under the Debt Commitment Letter in its reasonable discretion, provided, that Ultimate Parent shall not reduce the Debt Financing to an amount committed below the amount that is required, together with other financial resources of Ultimate Parent, Parent and Merger Sub including cash, cash equivalents and marketable securities of Ultimate Parent, Parent, Merger Sub, the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use reasonable best efforts Subsidiaries on the Closing Date, to obtain, execute and deliver such documents or instruments as may be required for consummate the Surviving Company’s due assumption ofMerger on the terms contemplated by this Agreement, and succession toprovided, further, that such reduction shall not (I) add any conditions precedent or other contingencies related to the Company’s obligations under funding of the 2022 Indenture and Debt Financing on the Facility Agreement, including Closing Date (ibeyond the Financing Conditions) customary closing certificates and other similar documents as may that would result in the conditions to such funding being materially less likely to be satisfied or (II) be reasonably requested by the trustee of the 2022 Notes expected to impede or as may be required under the Facility Agreement delay in connection with any material respect the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Debt Financing to the extent permitted by the 2022 Indenture Debt Commitment Letter and subject to the conditions contained therein shall not be deemed to violate Ultimate Parent’s or Parent’s obligations under this Agreement. Ultimate Parent shall consult with and keep the Facility Agreement Company informed in connection with the consummation reasonable detail of the Transactions, including status of Ultimate Parent’s efforts to arrange the MergerDebt Financing.

Financing. (a) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to take, or cause Merger Sub to take, all actions and to do, or cause Merger Sub to do, all things reasonably necessary, proper or advisable to arrange, and consummate as soon as practicable after the date hereof, the Financing on the terms and conditions described in the Financing Commitments (provided that, subject to the provisions of this Section 6.14(a), Parent and Merger Sub may replace or amend the Debt Financing Commitments to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Debt Financing Commitments as of the date hereof, or otherwise amend the Financing Commitments so long as such replacement or amendment would not adversely impact in any material respect the ability of Parent or Merger Sub to consummate the transactions contemplated hereby), including using reasonable best efforts to (i) maintain in effect the Financing Commitments, subject to the foregoing replacement and amendment rights, (ii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub to obtaining the Financing set forth in the Financing Commitments that are within their control (including by consummating the Equity Financing at or prior pursuant to the Effective Timeterms of the Equity Financing Commitments and by assisting in the syndication or marketing of the Debt Financing contemplated by the Debt Financing Commitments) and (iii) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Financing Commitments or on other terms acceptable to the Parent that would not adversely impact in any material respect the ability of Parent or Merger Sub to consummate the transactions contemplated hereby. Subject to the terms and conditions contained herein, at the Closing Parent shall draw down on the Debt Financing if the conditions to the Debt Financing Commitments are then satisfied. If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitments, Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms not materially less beneficial to Parent and Merger Sub (as determined in the reasonable judgment of Parent) in an amount sufficient to consummate the transactions contemplated by this Agreement. Parent shall keep the Company reasonably apprised of material developments related to the Financing, and shall provide a copy of each document related to the Financing to the Company promptly after such document becomes available. (b) Parent shall give Prior to the Closing, the Company prompt notice (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party shall provide to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provideParent and Merger Sub, and shall cause each of its Subsidiaries to, and each shall use its commercially reasonable efforts to cause the respective officers, employees and advisors, including legal and accounting, of their respective Representatives the Company and its Subsidiaries to, provide to provide, Parent and Merger Sub all cooperation reasonably requested in writing by Parent that is reasonably necessary, proper or advisable in connection with the Financing, including (i) participating in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) assisting with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses, business projections and similar documents necessary, proper or advisable in connection with the Financing, (iii) furnishing Parent and Merger Sub with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably required under the Debt Commitments (all such information in this clause (iii), the "Required Information"), (iv) taking all actions reasonably necessary to permit the lenders involved in the Financing to evaluate the Company's current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements, and (v) taking all corporate actions reasonably necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof, together with respect the cash at the Company and its Subsidiaries, to be made available to the Equity Financing or any debt financing or indebtedness of Company on the Closing Date to consummate the Merger. Parent shall, promptly upon request by the Company, reimburse the Company for all out-of- pocket costs incurred by the Company or its Subsidiaries in connection with the consummation performance of the Transactions, including (i) the Company obtaining approval provisions of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii6.14(b). (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Merger.

Financing. (a) Subject (i) Parent and Merger Sub will use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange and obtain the Financing on the terms and conditions described in the Financing Commitments (including any applicable “market flex” provisions), and use reasonable best efforts to (A) maintain in effect the Financing Commitments until the Merger is consummated, (B) negotiate and enter into definitive agreements with respect to the Financing on the terms and conditions (including any applicable “market flex” provisions) contemplated by the Financing Commitments (or on other terms that are acceptable to Parent and could not reasonably be expected to (1) reduce the aggregate amount of this Agreementnet cash proceeds available from the Financing, each (2) introduce new or additional conditions or otherwise be reasonably likely to prevent, impede, delay or impair the availability of the Financing or the ability of Parent or Merger Sub to consummate the Merger as of the Closing or (3) adversely impact the ability of Parent or Merger Sub to enforce its rights against the other parties to the Financing Commitments, (C) satisfy on or prior to the Closing all conditions precedent applicable to Parent and Merger Sub shall use its reasonable best efforts to in the Financing Commitments, (D) consummate the Equity Financing at or prior to the Effective Time. Closing, (bE) enforce the rights of Parent shall give and Merger Sub under the Financing Commitments and (F) comply in all material respects with its covenants and other obligations under the Financing Commitments. Notwithstanding anything contained herein to the contrary, neither Parent nor Merger Sub will permit any amendment, supplement or other modification of, or waiver of any provision or remedy under, the Financing Commitments to the extent such amendment, supplement, other modification or waiver could reasonably be expected to (1) reduce the aggregate amount of net cash proceeds available from the Financing, (2) introduce new or additional conditions or otherwise be reasonably likely to prevent, impede, delay or impair the availability of the Financing or the ability of Parent or Merger Sub to consummate the Merger as of the Closing, or (3) adversely impact the ability of Parent or Merger Sub to enforce its rights against the other parties to the Financing Commitments. Parent and Merger Sub will deliver to the Company prompt notice (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination copies of any such New Sponsor Equity Commitment Letteramendment, modification, replacement or waiver promptly upon its execution thereof. (c) Each party hereto shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness of the Company in connection with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Merger.

Financing. (a) Subject Purchaser shall keep Yahoo! reasonably informed with respect to Purchaser’s plan for financing the Initial Repurchase (including nature, amount and anticipated timing) and with respect to the terms and conditions status of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to consummate the Equity Financing at or such financing. No later than five Business Days prior to the Effective TimeInitial Repurchase Closing Date, Purchaser shall deliver to Yahoo! the Financing Certificate and provide Yahoo! with an opportunity to review (in person at the offices of Purchaser’s U.S. counsel), but not to make copies of or retain, the equity financing documents relevant to calculating the Repurchase Price. Purchaser may withdraw and may replace any previously-delivered Financing Certificate; provided, however, that Purchaser shall keep Yahoo! informed of such withdrawal or replacement as soon as reasonably practicable after such occurrence and in any event prior to the Initial Repurchase Closing Date. (b) Parent shall give In the Company prompt notice event that, (i) upon becoming aware during the Replacement Equity Financing Period, Purchaser sells, or enters into a binding written agreement to sell, Equity Interests for proceeds of any breach of any material provision of any New Sponsor more than US$500,000,000 (such financing during such time period, “Subsequent Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or Financing”) and (ii) upon at any time during the receipt Replacement Equity Use Period Purchaser uses any proceeds of such Subsequent Equity Financing to repurchase Equity Interests or to (x) redeem or repay indebtedness of any written notice from of Purchaser’s Subsidiaries incurred after the date of this Agreement or (y) redeem or repay indebtedness of Purchaser (any party to a New Sponsor Subsequent Equity Commitment Letter with respect to any threatened breach Financing meeting the conditions set forth in both of any material provision clauses (i) and (ii), “Replacement Equity Financing”), Purchaser shall, within five Business Days of such New Sponsor Equity Commitment Letter repurchase, redemption or threatened termination repayment, pay to Yahoo! and/or YHK, as applicable, an amount in cash equal to each Seller’s pro rata share of any such New Sponsor Equity Commitment Letterthe Make Whole Amount. (c) Each party hereto No Shares or Equity Interests sold by Purchaser as part of the financing of the Initial Repurchase (including in any Replacement Equity Financing) shall providebe sold to JT, and shall cause each of its Subsidiaries and each JM, SB or any of their respective Representatives to provide, all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness of the Company in connection with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii)Affiliates. (d) The Company Following the Initial Repurchase Closing, Purchaser shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture cause JM on behalf of himself and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as AGH SAFE 75 Reporting Persons who are required to do so by Law to submit applications to amend the 2022 Indenture or AGH SAFE Circular 75 Registration within 30 days upon the Facility Agreement in connection with the consummation occurrence of the Transactions, including the Mergerany Amendment Event.

Financing. (a) Subject During the period commencing on the date hereof and terminating on the earlier to occur of the terms Closing and conditions the termination of this AgreementAgreement pursuant to and in accordance with Article VIII, each of Parent and Merger Sub shall use its their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Financing on the terms and conditions described in or contemplated by the Commitment Letters (including complying with any request requiring the exercise of so-called “market flex” provisions in the Fee Letter in connection with the Debt Financing), including using reasonable best efforts to: (i) maintain in full force and effect the Commitment Letters (subject to Parent’s right to replace, restate, supplement, modify, assign, substitute or amend the Commitment Letters in accordance herewith); (ii) negotiate and execute definitive agreements with respect to the Debt Financing on the terms contained in the Debt Commitment Letter (including any “market flex” provisions applicable thereto), or on such other terms that, taken as a whole, (i) would not reduce the aggregate amount of the Financing available to be funded at the Closing below the amount required to fund the Financing Uses (taking into account any increase in any other Financing and other available sources) and (ii) are no less favorable in the aggregate to Parent and Merger Sub than the terms set forth in the Debt Commitment Letter as in effect on the date of this Agreement (as determined by Parent in its reasonable judgment) (including any “market flex” provisions applicable thereto), in each case, which terms shall not impose, nor permit the imposition of, any new conditions (or the modification or expansion of any existing conditions) or the limitation, amendment or waiver of any applicable remedies available with respect to the Financing (such definitive agreement, the “Definitive Financing Agreements”); (iii) satisfy on a timely basis (or obtain the waiver of) all conditions precedent in the Commitment Letters and such Definitive Financing Agreements that are to be satisfied by, and within the control of, Parent and/or Merger Sub, including (without limitation) the satisfaction of conditions relating to (A) the preparation and delivery of pro forma financial statements, (B) the payment of fees and expenses, (C) the execution and/or delivery of documents and instruments in connection with the Debt Financing, and (D) the delivery of any applicable beneficial ownership certification and information under applicable “know your customer” and anti-money laundering rules and regulations, in each case, relating to Parent, Merger Sub and its Affiliates; and (iv) upon the reasonable request of the Company, confirm with the Debt Financing Sources their intent and ability to perform, and the availability of the Debt Financing, under the Debt Commitment Letter, subject in each case to satisfaction or waiver of the Financing Conditions (including consummation of the Equity Financing), and that neither Parent nor the Debt Financing Sources are aware of any event or condition that could reasonably be expected to result in the failure of a Financing Condition; and (v) in the event that all conditions in Exhibit C to the Debt Commitment Letter (other than conditions that by their nature are to be satisfied at the Closing) have been satisfied (other than those conditions that would be expected to be satisfied substantially concurrently with the Closing), consummate or cause to be consummated the Financing at or prior to the Effective TimeClosing. Parent shall, upon the Company’s reasonable written request, provide the Company with copies of any Definitive Financing Agreements and such other information and documentation regarding the Debt Financing as shall be reasonably necessary to allow the Company to monitor the progress of such financing activities. Parent and Merger Sub shall not, and Parent shall cause its other Subsidiaries not to, take any action (including by incurring any indebtedness other than the Debt Financing or Alternative Financing in accordance with Section 6.10(b)) that would reasonably be expected to cause the Debt Financing (or Alternative Financing in accordance with Section 6.10(b)) not to be available to fund the Financing Uses on the Closing Date. Upon the reasonable written request of the Company, Parent shall promptly, and in any event within two (2) Business Days, inform the Company in reasonable detail of any material developments concerning the status of its and Merger Sub’s efforts to arrange the Debt Financing and provide any information reasonably requested by the Company relating thereto. During the period commencing on the date of this Agreement and termination on the earlier to occur of the Closing and the termination of this Agreement pursuant to and in accordance with Article VIII, neither Parent nor Merger Sub (nor any of their Affiliates) will take any action in connection with the Debt Financing that would require the Company to make any filings with the SEC or include information in such filings that the Company would not otherwise reasonably expect to have included in its filings with the SEC at such time. (b) In the event that all conditions in Exhibit C to the Debt Commitment Letter (other than conditions that by their nature are to be satisfied at the Closing) have been satisfied (other than those conditions that would be expected to be satisfied substantially concurrently with the Closing) and the Debt Financing shall not have been funded at or prior to the Closing, Parent shall give use commercially reasonable efforts to cause the Debt Financing and the Person committing to provide the Debt Financing to comply with its obligations under the Debt Commitment Letter and the Definitive Financing Agreements to which they are a party and to cause such Person to fund such Debt Financing. (c) In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions (including any “market flex” provisions applicable thereto) contemplated in the Debt Commitment Letter prior to the earlier to occur of the Closing and the termination of this Agreement pursuant to and in accordance with Article VIII (other than by reason of breach of this Agreement by the Company), Parent shall promptly upon becoming aware thereof notify the Company, and each of Parent and Merger Sub shall use their respective reasonable best efforts to take, or cause to be taken, as promptly as practicable after the date hereof, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain alternative financing from the same or alternative sources in an amount sufficient, when added to the portion of the Financing that is and remains available to Parent, to consummate the transactions contemplated by this Agreement and to pay all Financing Uses at the Closing (“Alternative Financing”) and provide the Company prompt notice with a copy of the new financing commitment that provides for such Alternative Financing (the “Alternative Financing Commitment Letter”) promptly upon the effectiveness thereof, which Alternative Financing Commitment Letter shall not be required to include terms, fees, interest rates and other costs and conditions (including any “market flex” provisions applicable thereto) that, taken as a whole, are materially less beneficial to Parent or Merger Sub than those terms, fees, interest rates and other costs and conditions contemplated in the Debt Commitment Letter (including any “market flex” provisions applicable thereto); provided, that Parent and Merger Sub shall have no obligation to seek the cash equity from any source other than those counter parties to the Equity Commitment Letter, or in any amount with respect to an investor in excess of such investor’s commitment. As applicable, references in this Agreement (other than with respect to representations in this Agreement made by Parent and Merger Sub that speak as of the date hereof) (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity to Financing or Debt Financing, as applicable, shall include Alternative Financing, as applicable, (ii) to Commitment Letter or termination Debt Commitment Letter, as applicable, shall include the Alternative Financing Commitment Letter, as applicable and (iii) to Definitive Financing Agreements shall include the definitive documentation relating to any such Alternative Financing. Parent shall promptly deliver to the Company true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide Parent and Merger Sub with any portion of the Financing necessary to fund the Financing Uses; provided, that any specific fee amounts and any specific “market flex” provisions applicable thereto set forth therein may be redacted so long as such redacted terms do not impose, or permit the imposition of, new or additional conditions precedent or the expansion of any New Sponsor Equity existing conditions precedent to the funding of the Debt Financing. (d) Without limiting the generality of Section 6.15(c), Parent shall promptly (and, in any event, within two (2) Business Days) notify the Company in writing of the occurrence of any of the following: (i) termination, withdrawal, repudiation, rescission, cancellation or expiration of any Commitment Letter of which Parent becomes aware, (ii) any breach or default under any Commitment Letter by any party thereto to such Commitment Letter of which Parent becomes aware, and (iii) receipt by any of Parent, Merger Sub or (ii) upon the receipt any of its Affiliates or Representatives of any written notice or other written communication from any party to a New Sponsor Equity Commitment Letter Debt Financing Source with respect to any (A) actual or threatened breach of (in writing) breach, default, termination, withdrawal, repudiation, rescission or cancellation by any material provision of such New Sponsor Equity party to any Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness of the Company in connection with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) material dispute or disagreement between or among Parent, on the election to one hand, and any Debt Financing Source, on the Company Board of the individuals who will serve as directors of the Surviving Companyother hand, in each case of clauses (A) and (B), effective if as of immediately prior a result thereof it is reasonably likely that Parent will not be able to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships obtain all or any portion of the Group Companies to Financing on the extent requested terms and conditions contemplated by Parentthe Commitment Letters. Neither the Company nor As soon as reasonably practicable, but in any of its Subsidiaries shall event within two (x2) be required to pay Business Days after any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Timesuch request, Parent shall promptly reimburse provide to the Company for and its Representatives any reasonable and documented out-of-pocket costs incurred information reasonably requested by it the Company relating to any of the circumstances referred to in connection with the Company’s compliance with this Section 6.07(c)(i) through (iii6.15(c). (de) The Company shall use reasonable best efforts During the period commencing on the date of this Agreement and terminating on the earlier to obtain, execute and deliver such documents or instruments as may be required for occur of the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture Closing and the Facility Agreementtermination of this Agreement pursuant to Article VIII, including Parent and Merger Sub shall not without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), permit, consent to or agree to (i) customary closing certificates and any amendment, restatement, replacement, supplement, termination, reduction, cancellation or other similar documents as may be reasonably requested by modification or waiver of any condition, provision or remedy under, the trustee Equity Commitment Letter (other than to increase the amount of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the TransactionsEquity Financing available thereunder), including the Merger and (ii) customary legal opinions any amendment, restatement, replacement, supplement, termination, cancellation or other modification or waiver of any condition, or provision or remedy under, the Debt Commitment Letter, if such amendment, restatement, supplement, termination, cancellation, modification or waiver would (A) impose new or additional conditions precedent to the funding of the Debt Financing or would otherwise change, amend, modify or expand any of the conditions precedent to the funding of the Debt Financing, in any such case, from those set forth in the Debt Commitment Letter on the date of this Agreement in such a manner that could be reasonably expected to materially impair, materially delay or prevent the Closing, (B) reduce the aggregate amount of the Debt Financing below an amount sufficient to fund the Financing Uses on the Closing (taking into account any increase in any other Financing and other available sources) or (C) otherwise materially and adversely affect the ability of the Parent or Merger Sub to enforce their rights under the Commitment Letters or to consummate the transactions contemplated by this Agreement; provided however, for the avoidance of doubt, Parent and Merger Sub may (x) amend, supplement and/or modify the Debt Commitment Letter solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities as are parties thereto who had not executed the Debt Commitment Letter as of the date hereof and (y) correct non-substantive typographical errors. Parent shall furnish to the Company a copy of any amendment, restatement, replacement, supplement, modification, waiver or consent of or relating to the Debt Commitment Letter promptly upon execution thereof. For purposes of this Agreement (other than with respect to representations in this Agreement made by Parent and Merger Sub that speak as of the date hereof), references to the “Debt Commitment Letter” shall include such document as permitted or required by this Section 6.15 to be amended, restated, replaced, supplemented or otherwise modified or waived, in each case from and after the 2022 Indenture date of such amendment, restatement, replacement, supplement or other modification or waiver. (f) Notwithstanding anything in this Section 6.15 to the Facility Agreement in connection with contrary, each of Parent and Merger Sub acknowledges and agrees that neither the consummation receipt by Parent or Merger Sub nor the availability to Parent or Merger Sub of the Transactions, including Financing or any other financing shall be a condition to the Mergerobligations of Parent or Merger Sub to consummate any of the transactions contemplated hereby.

Financing. (a) Each of Parent and Sub shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or replace, the Financing Commitments; except that that Parent and Sub may (x) modify the terms and conditions of the Debt Financing Commitment so long as such modifications would not reasonably be expected to adversely impact the ability of Parent or Sub to timely consummate the transactions contemplated by this Agreement or the likelihood of consummation of the transactions contemplated by this Agreement and (y) replace or amend the Debt Financing Commitment to add lenders, arrangers, bookrunners, syndication agents or similar entities which had not executed the Debt Financing Commitment as of the date hereof, or otherwise so long as such replacement or amendment would not reasonably be expected to adversely impact or delay in any material respect the ability of Parent or Sub to consummate the transactions contemplated hereby or the likelihood of the consummation of the transactions contemplated hereby. Subject to the terms and conditions of this AgreementAgreement (including Section 6.09(b) and Section 6.10), each of Parent and Merger Sub shall use its reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to consummate take all actions, and to do all things reasonably necessary, proper or advisable to arrange and obtain the Equity proceeds of the Financing at (including the Bridge Loans (as defined in the Debt Financing Commitment), if the funding of the Notes (as defined in the Debt Financing Commitment) as contemplated by the Debt Financing Commitment has not occurred substantially concurrently with or prior to the Effective Time. Merger Closing) on the terms and conditions (bincluding the related flex provisions) described in the Financing Commitments and the Fee Letter, including using its reasonable best efforts to (i) maintain in effect the Financing Commitments in accordance with the terms and subject to the conditions thereof, subject to the foregoing replacement and amendment rights with respect to the Debt Financing Commitment, (ii) satisfy on a timely basis (taking into account the anticipated timing of the Marketing Period) all conditions applicable to Parent and Sub obtaining the Financing at the Merger Closing set forth therein that are within their control, (iii) negotiate and enter into definitive agreements with respect to the Debt Financing on the terms and conditions (including the flex provisions) contemplated by the Debt Financing Commitment and the Fee Letter (and provide copies thereof to the Company promptly upon their execution and otherwise keep the Company reasonably informed on a reasonably current basis of the status of their efforts to arrange the Debt Financing) and (iv) upon satisfaction of the conditions set forth in such definitive agreements, consummate the Financing substantially concurrent with the Merger Closing. Subject to the terms and conditions of this Agreement (including Section 6.09(b) and Section 6.10), in the event any portion of the Debt Financing becomes unavailable on the terms and conditions (including the flex provisions) contained in the Debt Financing Commitment and the Fee Letter (other than due to the failure of a condition to the consummation of the Debt Financing resulting from a breach of any representation, warranty, or covenant of the Company set forth in this Agreement), Parent shall promptly notify the Company and shall use its reasonable best efforts to arrange to obtain alternative debt financing (including from alternative sources) no later than August 19, 2011 in an amount such that the aggregate funds that would be available to Parent and Sub at the Merger Closing under such alternative debt financing (when combined with the Equity Financing and cash on hand of the Company) will be sufficient to pay all amounts contemplated by this Agreement to be paid by them and to perform their respective obligations under this Agreement, provided that neither Parent nor Sub shall be required to arrange for or obtain any such alternative debt financing (unless Parent and Sub otherwise determine in their sole discretion) on terms and conditions (including flex provisions) that are less favorable to the interests of Parent and Sub than the terms contained in the Debt Financing Commitment and the Fee Letter. Parent shall give the Company prompt notice (i) upon becoming aware of any breach by any party to any of the Financing Commitments of which Parent or Sub becomes aware, or any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness of the Company in connection with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Financing Commitments. Parent and (B) the election shall promptly deliver to the Company Board true and complete copies of all agreements pursuant to which any such financing source shall have committed to provide Parent and Sub with any portion of the individuals who will serve Financing. For purposes of this Section 6.09, Section 6.10 and Section 5.03, references to “Financing” and “Debt Financing” shall include the financing contemplated by the Financing Commitments as directors of the Surviving Companypermitted by this Section 6.09 to be amended, modified or replaced and references to “Financing Commitments”, “Debt Financing Commitment” and “Fee Letter” shall include such documents as permitted by this Section 6.09(a) to be amended, modified or replaced, in each case of clauses (A) from and (B)after such amendment, effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment modification or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii)replacement. (db) The Company Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 6.09 shall require, and in no event shall the reasonable best efforts of Parent or Sub be deemed or construed to require, either Parent or Sub to (i) bring any enforcement action against any source of the Equity Financing to enforce its respective rights under the Equity Financing Commitment, except that Parent shall use its reasonable best efforts to obtainenforce, execute and deliver such documents or instruments as may be required including by bringing suit for the Surviving Company’s due assumption of, and succession tospecific performance, the Company’s obligations under Equity Financing Commitment solely if the 2022 Indenture Company seeks and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee is granted a decree of specific performance of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including obligation to consummate the Merger and (ii) customary legal opinions as are required by Closing after all conditions to the 2022 Indenture or the Facility Agreement granting thereof set forth in connection with the consummation of the Transactions, including the Merger.Section

Financing. (a) Subject Prior to the Effective Time, Allied, A-Sub and B-Sub shall provide to the trustees under the Indentures all such notifications, certificates, opinions and other information and documents as may be required by the Indentures or the trustees under the Indentures in connection with the Merger and the payoff and termination of the Allied Credit Facility and the Allied Accounts Receivable Facility and, in each case, the release of collateral thereunder. (b) Republic shall use its best efforts to take, or cause to be taken, all things necessary, proper or advisable to arrange and consummate the financing (the “Debt Financing”) necessary to provide immediately available funds sufficient to refinance (i) the Republic Credit Facility to the extent necessary or advisable, (ii) Allied’s $1.575 billion Revolving Credit Facility due March 2012, (iii) Allied’s $806.7 million Term Loan B due March 2014, referred to as the 2005 Term Loan, (iv) Allied’s $485 million Institutional Letter of Credit Facility due March 2014, (v) Allied’s $25 million Incremental Revolving Letter of Credit Facility due March 2012 and (vi) Allied’s $400 million Account Receivable Securitization program (the “Allied Accounts Receivable Facility”), including using reasonable best efforts to (A) enter into definitive agreements with respect thereto on terms and conditions acceptable to Allied (in its reasonable discretion) and (B) consummate the Debt Financing on or prior to the Effective Time. Republic shall (x) furnish correct and complete copies of this Agreementall such definitive agreements to Allied promptly upon their execution, each and (y) keep Allied informed on a reasonably current basis and in reasonable detail of Parent the status of its efforts to arrange the Debt Financing and Merger Sub shall give Allied prompt notice of any material adverse change with respect to such Debt Financing and (z) use its best efforts to cause the lenders and the other Persons providing such Debt Financing to fund the Debt Financing on the Closing Date (including taking enforcement action to cause such lenders and other Persons to provide such Debt Financing). Prior to the Closing, Allied shall use its reasonable best efforts to consummate cooperate with Republic in arranging, consummating and funding the Equity Financing at or prior Debt Financing, and if requested by Republic, the refinancing of the Republic Credit Facility, including making Allied’s officers available to the Effective Time. (b) Parent shall give arrangers of the Company prompt notice (i) upon becoming aware Debt Financing and such refinancing and potential lenders, and providing such information reasonably requested by the arrangers of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of Debt Financing and such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letterrefinancing and potential lenders. (c) Each party hereto shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect Notwithstanding anything to the Equity Financing or any debt financing or indebtedness of the Company contrary in connection with this Agreement, Republic acknowledges and agrees that the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as Merger is requested in writing not conditional upon receipt by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor Republic or any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence Affiliates of the Effective Time, Parent shall promptly reimburse proceeds of the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii)Debt Financing. (d) The Company Each of Republic and Allied shall use reasonable its respective best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption ofnot do, and succession toto not cause or permit to be done, anything that would reasonably be expected to cause the Companycondition to closing set forth in Section 8.03(e) to not be satisfied and shall use its respective best efforts to take any actions necessary (subject to the other’s obligations under consent if 46 required pursuant to Section 6.01(a) or Section 6.01(b), as applicable) to ensure that the 2022 Indenture and the Facility Agreement, including (icondition to closing set forth in Section 8.03(e) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Mergeris satisfied.

Financing. (a) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub Each party shall use its reasonable best efforts to arrange and obtain debt financing as promptly as reasonably necessary for the proceeds thereof to be available on the Closing Date in the amounts set forth in the term sheets contained in Section 5.21 of the Parent Disclosure Schedule hereto on terms that are substantially consistent with or not substantially less favorable to the parties hereto, in each party’s good faith commercial judgment, than the terms set forth in the term sheets contained in Section 5.21 of the Parent Disclosure Schedule together with any other terms reasonably acceptable to the parties hereto (the “Term Sheet Financing”) or, if the Term Sheet Financing is not available or the parties hereto agree to pursue other debt financing, in such amounts and on such other terms and conditions as are acceptable to all parties (in each party’s sole discretion) (any financing described in this sentence, “Acceptable Financing”). Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall require any party to arrange or obtain debt financing that is not Acceptable Financing. (b) In furtherance of the foregoing covenant, if Acceptable Financing is available to the parties hereto, each party hereto hereby agrees to use its reasonable best efforts to (i) negotiate and enter into definitive agreements with respect to such Acceptable Financing, and to offer customary fees, discounts and other incentives to potential financing sources, (ii) satisfy on a timely basis all conditions applicable to such Acceptable Financing in such definitive agreements, and (iii) use reasonable best efforts to consummate the Equity Acceptable Financing at or prior to the Effective Time. (b) Parent shall give the Company prompt notice (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment LetterClosing. (c) Each With respect to any Acceptable Financing proposed to be entered into by any party hereto shall providehereto, each party shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to (i) participate in a reasonable number of meetings, presentations, road shows, due diligence sessions and each sessions with rating agencies, (ii) assist in the preparation of (A) any offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with such Acceptable Financing (and to provide any financial and other information customarily included in any such document) and (B) materials for rating agency presentations, (iii) obtain customary accountants’ comfort letters including “negative assurance” comfort and consents of accountants for use of their respective Representatives reports in any materials relating to providesuch Acceptable Financing, all cooperation legal opinions, appraisals, surveys, title insurance and other customary documentation and items relating to such Acceptable Financing, (iv) execute and deliver, as of the Closing, any pledge and security documents, other definitive financing documents, or other certificates or documents, as may be reasonably required with respect necessary to facilitate such Acceptable Financing, and (v) take all corporate actions, subject to the Equity Financing Closing, reasonably necessary or any debt financing or indebtedness of the Company in connection with customary to permit the consummation of such Acceptable Financing and to permit the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board proceeds thereof to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon made available on the Closing (including entry into any agreement) or would be effective prior Date to consummate the Effective Time. If transactions contemplated by this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii)Agreement. (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Merger.

Financing. (a) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to obtain the Financing on the terms and conditions described in the Financing Commitments or terms more favorable to Parent, including using its reasonable best efforts (i) to maintain in effect the Financing Commitments and to negotiate definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitments, (ii) to satisfy all conditions applicable to Parent in such definitive agreements and consummate the Equity Financing at or prior to the Effective Time. Closing, (biii) to comply with its obligations under the Financing Commitments and (iv) to enforce its rights under the Financing Commitments. Parent shall give the Company prompt notice (i) upon becoming aware of any material breach by any party of the Financing Commitments or any termination of the Financing Commitments. Parent shall keep the Company informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Financing and provide to the Company copies of all documents related to the Financing (other than any ancillary documents subject to confidentiality agreements). In connection with its obligations under this Section 5.10, Parent shall be permitted, but not obligated, to amend, modify or replace the Debt Commitment Letters with new Financing Commitments, including through co-investment by or financing from one or more other additional parties (the “New Financing Commitments”), provided that Parent shall not permit any replacement of, or amendment or modification to be made to, or any waiver of any material provision or remedy under, the Debt Commitment Letter if such replacement (including through co-investment by or financing from one or more other additional parties), amendment, modification, waiver or remedy reduces the aggregate amount of the Financing below that amount required to consummate the Merger and the other transactions contemplated hereby, adversely amends or expands the conditions to the drawdown of the Financing in any respect that would make such conditions less likely to be satisfied or that would expand the possible circumstances under which such conditions would not be satisfied, that can reasonably be expected to delay the Closing, or is adverse to the interests of the Company in any other material respect; and provided, further, that nothing in this Section 5.10 shall be deemed to excuse, waive compliance with or modify any of the obligations set forth in the Confidentiality Agreement. In the event that Parent becomes aware of any New Sponsor Equity Commitment Letter event or termination circumstance that makes procurement of any New Sponsor Equity Commitment Letter by any party thereto portion of the Financing unlikely to occur in the manner or (ii) upon from the receipt sources contemplated in the Financing Commitments, Parent shall notify the Company and shall use its reasonable best efforts to arrange as promptly as practicable, but in no event later than the last day of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of the Marketing Period, any such New Sponsor Equity Commitment Letter. portion from alternative sources (cincluding through co-investment by one or more other additional parties) Each party hereto on terms and conditions no less favorable to Parent or Merger Sub and no more adverse to the ability of Parent to consummate the transactions contemplated by this Agreement. The Company shall provide, and shall use reasonable best efforts to cause each of its Subsidiaries Representatives, including legal and each of their respective Representatives accounting, to provide, all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness of the Company requested by Parent in connection with the consummation Financing and the other transactions contemplated by this Agreement (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the TransactionsCompany and its Subsidiaries), including (i) providing reasonably required information relating to the Company obtaining approval and its Subsidiaries to the parties providing the Financing, which shall include all financial statements and financial data for the Company and its Subsidiaries (A) of the type required by Regulation S-X and Regulation S-K under the Securities Act and of the type and form customarily included in private placements under Rule 144A of the Securities Act to consummate any offering of senior or senior subordinated notes of the Company (or any direct or indirect parent thereof), including replacements thereof prior to any such information going “stale” or otherwise being unusable under applicable Law for such purpose and (B) all financial statements and information reasonably necessary for the satisfaction of the conditions set forth in the Debt Commitment Letter (the “Required Financial Information”), (ii) participating in a reasonable number of meetings, drafting sessions and due diligence sessions in connection with the Financing, (iii) assisting in the preparation of (A) an increase in the size one or more offering documents or confidential information memoranda for any of the Company Board to such number as is requested Debt Financing (including the execution and delivery of one or more customary representation letters in writing by Parent connection therewith) and (B) materials for rating agency presentations, (iv) reasonably cooperating with the election marketing efforts for any of the Debt Financing, including providing assistance in the preparation for, and participating in, reasonable meetings, due diligence sessions and similar presentations to and with, among others, prospective lenders, investors and rating agencies, (v) executing and delivering (or using reasonable best efforts to obtain from advisors), and causing its Subsidiaries to execute and deliver (or use reasonable best efforts to obtain from advisors), customary certificates (including a certificate of the chief financial officer of the Company with respect to solvency matters), accounting comfort letters, legal opinions, surveys, title insurance or other documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the Company Board Financing as may be reasonably requested by Parent in connection with the Financing and otherwise reasonably facilitating the pledge of collateral and providing of guarantees contemplated by the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective TimeDebt Commitment Letter, and (iivi) delivering timely notice to its noteholders of the Company’s intent to redeem its outstanding 9-1/8% Senior Subordinated Notes due 2011 in connection with the Financing; provided, however, that no obligation of the Company using commercially reasonable efforts or any of its Subsidiaries under any such certificate, document or instrument (other than the representation letter referred to ensure that above) shall be effective until the Parent Effective Time and the Surviving Company benefit from the existing lending relationships none of the Group Companies to the extent requested by Parent. Neither the Company nor or any of its Subsidiaries shall (x) be required to pay any commitment or other similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon simultaneously reimbursed or incur any other liability in connection with the Closing (including entry into any agreement) or would be effective Financing prior to the Effective Time. If Following the termination of this Agreement is terminated agreement in accordance with its terms prior (other than pursuant to Section 7.1(b)(i) at a time when the occurrence of the Effective Time, Company is not eligible to terminate this Agreement pursuant to such section or pursuant to Section 7.1(d)) Parent shall promptly promptly, upon request by the Company, reimburse the Company for any all reasonable and documented out-of-pocket costs incurred by it the Company or any of its Subsidiaries in connection with the Company’s compliance with cooperation of the Company and its Subsidiaries contemplated by this Section 6.07(c)(i) through (iii). (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of5.10, and succession to, Parent shall further indemnify and hold harmless the Company’s obligations under the 2022 Indenture , its Subsidiaries and the Facility Agreementtheir respective representatives from and against any and all losses, including (i) customary closing certificates and other similar documents as may be reasonably requested damages, claims, costs or expenses suffered or incurred by the trustee any of the 2022 Notes or as may be required under the Facility Agreement them in connection with the consummation arrangement of the Transactions, including the Merger Financing and any information used in connection therewith (ii) customary legal opinions as are required other than information provided in writing by the 2022 Indenture Company or its Subsidiaries), except to the Facility Agreement in connection with extent that such losses, damages, claims, costs or expenses, directly or indirectly, resulted from the consummation willful misconduct of the Transactions, including the MergerCompany.

Financing. (a) Subject The Purchaser shall use reasonable best efforts to take, or cause to be taken, all appropriate action, do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws, and to execute and deliver, or cause to be executed and delivered, such instruments and documents as may be reasonably required, to arrange and consummate the Financing as soon as practicable after the date of this Agreement and, in any event, on or prior to the Closing on the terms and subject only to the conditions contained in the Equity Financing Commitment and the Loan Financing Documentation, including (i) maintaining (x) the Equity Financing Commitment and negotiating and executing definitive agreements with respect thereto on the terms and conditions of this Agreementcontained therein, each of Parent which terms and Merger Sub conditions shall use its not expand upon the conditions to Closing or other contingencies to the funding, and (y) the Loan Financing Documentation (the “Financing Agreements”); (ii) using reasonable best efforts to consummate satisfy on a timely basis all conditions in the Equity Financing at or prior Commitment and the Loan Financing Documentation that are within the Purchaser’s control to be satisfied and using reasonable best efforts to cause the Effective Timefinancial institutions providing the Loan Financing to fund the Loan Financing; (iii) fully enforcing its rights under the Equity Financing Commitment and (iv) drawing upon and consummating the Loan Financing, if available to be drawn upon and consummated. The Purchaser shall provide Sellers with a copy of the Financing Agreements as soon as practicable, but no later than two (2) business days, after their execution. (b) Parent The Purchaser shall give the Company prompt notice (i) upon becoming aware of any breach of not agree to or permit any material provision amendment, supplement or other modification of, or waive any of its rights under, the Equity Financing Commitment or the Financing Agreements without the Sellers’ prior written consent, not to be unreasonably withheld, except that the Purchaser may amend, supplement or otherwise modify any New Sponsor Equity Commitment Letter of the foregoing if such amendment, supplement or termination other modification would not impair or delay the funding of any New Sponsor Equity Commitment Letter by any party thereto the Loan Financing or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment LetterClosing. (c) If any portion of the Loan Financing becomes unavailable on the terms and conditions contained in the Loan Financing Documentation, the Purchaser shall promptly notify the Sellers, and the Purchaser shall use its commercially reasonable efforts to obtain, as promptly as practicable following the occurrence of such event, commitments on terms that will enable the Purchaser to consummate the transactions contemplated by this Agreement and that are not less favorable in the aggregate (as determined by the Purchaser in its reasonable judgment) to the Purchaser than those contained in the Loan Financing Documentation. The Purchaser shall deliver to the Sellers complete and correct copies of all amendments, supplements, other modifications or agreements pursuant to which any amended, supplemented, modified or replacement commitments shall provide the Purchaser with any portion of the Financing; provided that the Purchaser may redact from any such copies the fee amounts and pricing information payable to their Financing sources. (d) Each party hereto shall provideof the Sellers shall, and shall cause each of the Company and its Subsidiaries to, and each shall use its commercially reasonable efforts to cause its and the Company and its Subsidiaries independent accountants, legal counsel and other advisors to, provide such reasonable cooperation in connection with the arrangement of their respective Representatives to provide, all cooperation the Loan Financing as may be reasonably required with respect to requested by the Equity Purchaser or their Financing or any debt financing or indebtedness of the Company in connection with the consummation of the Transactionssources, including (i) reasonably facilitating the Company obtaining approval of (A) an increase in the size pledging of the Company Board to such number as is requested Shares in writing by Parent and (B) connection with the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective TimeLoan Financing, and (ii) the Company using commercially reasonable efforts to ensure obtain accountants’ “comfort letters”, accountants’ consent letters, legal opinions, and other customary documentation as reasonably requested by the Purchaser; provided that the Parent and the Surviving Company benefit from the existing lending relationships none of the Group Companies to the extent requested by Parent. Neither the Company Sellers nor any of its Subsidiaries their Affiliates shall (x) be required to pay any commitment or similar other fee prior to the Effective Time or (y) be required to commit to taking incur any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it other liability in connection with the Company’s compliance with Section 6.07(c)(i) through (iii)Financing. (de) The Company Purchaser shall keep the Sellers reasonably informed on a timely basis of any material developments relating to the Financing. (f) The Sellers understand that a significant portion of the Purchase Price will be financed with proceeds of the Loan Financing, which will be provided by third party sources. The Sellers accordingly acknowledge that the obligations of the Purchaser under this Section 6.03 do not require the Purchaser or any of its Affiliates to provide the Loan Financing or the Backstop Debt Financing themselves if such third party sources fail to provide the Loan Financing or the Backstop Debt Financing or to guarantee that such third party sources will provide the Loan Financing or the Backstop Debt Financing but only requires that the Purchaser use its reasonable best efforts to obtain, execute arrange and deliver such documents or instruments as may be required for consummate the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the MergerLoan Financing.

Financing. (a) Subject to the terms and conditions of this Agreement, each Each of Parent and Merger Sub shall use use, and shall cause each of its reasonable Affiliates to use, its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable (including complying with its obligation under Section 6.5(b)) to arrange and obtain the full proceeds of the Financing Commitments (the “Financing”) on the terms and conditions described in the Financing Commitments, including using its best efforts to (i) maintain in effect the Financing Commitments, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein, (iii) to satisfy (or cause their Affiliates to satisfy) on a timely basis all conditions, and otherwise comply with all terms, applicable to Parent and Merger Sub (or their Affiliates) in such definitive agreements and (iv) consummate the Equity Financing contemplated by the Financing Commitments at or prior to Closing. In the Effective Time. (b) event that any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitments, Parent and Merger Sub shall promptly use its best efforts to arrange to obtain any such portion from alternative sources as promptly as practicable following the occurrence of such event but not later than the last day of the Marketing Period. Parent shall deliver to the Company true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide Parent and Merger Sub with any portion of the Financing. Parent shall give the Company prompt notice (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter breach by any party thereto of the Financing Commitments or any termination of the Financing Commitments. Each of Parent and Merger Sub shall refrain (iiand shall use its best efforts to cause its Affiliates to refrain) upon the receipt from taking, directly or indirectly, any action that would reasonably be expected to result in a failure of any written notice from of the conditions contained in the Financing Commitments or in any party definitive agreement related to the Financing. Parent shall keep the Company fully informed in all material respects of the status of Parent’s and Merger Sub’s efforts to arrange the Financing. Parent and Merger Sub shall not amend, supplement, modify or waive any provision or remedy under the Financing Commitments or the definitive agreements relating to the Financing, without the consent of the Company, which consent shall not be unreasonably withheld or delayed. For the avoidance of doubt, in the event (x) all or a New Sponsor Equity Commitment Letter portion of Financing Commitments structured as notes has not been consummated, (y) all conditions contained in Article VII have been satisfied or waived (other than those contained in Sections 7.2(c) and 7.3(c) and those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) and (z) the bridge facilities contemplated by the Financing Commitments (or alternative financing obtained in accordance with respect to any threatened breach of any material provision this Section 6.5(a)) are available, then Parent and Merger Sub shall use the proceeds of such New Sponsor Equity Commitment Letter bridge financing (or threatened termination alternative financing) for the purpose of consummating the transactions contemplated by this Agreement. (b) Parent shall, or shall cause its Subsidiaries, to sell or otherwise dispose of up to 7.1 million shares of Metro, Inc. common stock within 90 days of the date of this Agreement; provided, however, if the net cash proceeds to Parent of such disposition are less than $190.0 million, then Parent shall issue and sell within such 90-day period shares of Parent Common Stock and/or its preferred stock sufficient to generate net cash proceeds in an amount equal to the difference between $190.0 million and the net cash proceeds received from the sale or disposition of such Metro, Inc. common stock. The net cash proceeds of such sale or disposition, together with the net cash proceeds of any such New Sponsor Equity Commitment Letterissuance and sale of Parent Common Stock and/or Parent’s preferred stock, shall be deposited into a blocked account at Bank of America on which Parent’s lenders under its credit agreement existing as of the date of this Agreement have a first priority security interest and shall be held (without diminution) in such account through the Closing, free and clear of all other Encumbrances. The funds in the blocked account shall be used as part of the consideration for the transactions under the Agreement and, pending such use, may be used (without diminution) to support letters of credit under Parent’s credit agreement existing as of the date of this Agreement. (c) Each party hereto shall provideFrom the date hereof until the Closing Date or the earlier termination of this Agreement, the Company shall, and shall use its best efforts to cause (to the extent within its control) each of its Subsidiaries officers, employees and each of their respective other Representatives to provideto, all provide such cooperation as may be is reasonably required with respect to the Equity Financing or any debt financing or indebtedness of the Company requested by Parent in connection with the consummation arrangement of the TransactionsFinancing, including (i) causing appropriate officers to be available, on a customary basis and on reasonable advance notice, to attend due diligence sessions, sessions with ratings agencies, meetings, presentations, and, during the Marketing Period and road shows; (ii) assisting with the preparation of materials for rating agency presentations, information and offering memoranda, business projections and financial statements, to the extent relating to the Company; (iii) issuing customary representation letters to auditors and using its best efforts to cause its independent accountants to provide reasonable assistance to Parent, including requesting such accountants to provide consent to Parent to use their audit reports relating to the Company obtaining approval of and to prepare and deliver any customary “comfort letters”; (Aiv) an increase in providing reasonable access to the size Real Property during normal business hours to the extent required by the Financing Commitments; (v) as promptly as reasonably practicable, furnishing Parent and its debt financing sources financial statements, pro forma financial information, financial data, audit reports and other information relating to the Company of the Company Board to such number type required by Regulation S-X and Regulation S-K under the Securities Act and the other accounting rules and regulations of the SEC as is may reasonably be requested in writing by Parent and of the type and form required to be included in a registered public offering on Form S-1 (Ball such information in this clause (v), the “Required Information”); (vi) cooperating in satisfying the election conditions set forth in the Financing Commitments (to the Company Board extent the satisfaction of such condition requires the cooperation of the individuals who will serve as directors Company); (vii) promptly providing monthly financial statements (excluding footnotes) to the extent available and prepared by the Company in the ordinary course of the Surviving Companybusiness generally consistent with past practice; (viii) executing and delivering, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, any pledge and security documents, other definitive financing documents, or other certificates or documents contemplated by the Financing Commitments as may be reasonably requested by Parent (including a customary representation letter of the chief financial officer of the Company or any Subsidiary of the Company with respect to consents of accountants for use of their reports in any materials relating to the debt financing contemplated by the Financing Commitments) and otherwise reasonably facilitating the pledging of collateral (including obtaining the insurance, surveys, releases, terminations, waivers, consents, estoppels and approvals as may be required in connection therewith) contemplated by the Financing Commitments; and (iiix) as of the Effective Time, taking all corporate actions necessary to authorize the consummation of the financing contemplated by the Financing Commitments. The Company will periodically update any such Required Information to be included in an offering document to be used in connection with such financing so that such Required Information complies with clause (v) of the preceding sentence. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the financing contemplated by the Financing Commitments; provided that such logos are used solely in a manner that is not intended to or likely to harm or disparage the Company using commercially reasonable efforts or its Subsidiaries. All material non-public information regarding the Company and its Subsidiaries provided to ensure that Parent, Merger Sub or their Representatives pursuant to this Section 6.5(b) shall be kept confidential by them in accordance with the Parent and Confidentiality Agreement except for disclosure to potential investors as required in connection with the Surviving Company benefit from the existing lending relationships of the Group Companies Financing subject to the extent requested by Parent. customary confidentiality protections. (d) Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar other fee prior to or incur any other liability in connection with the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective Financing prior to the Effective Time. . (e) If this Agreement is terminated in accordance with its terms prior by Parent or the Company pursuant to the occurrence of the Effective TimeSection 8.1, then Parent shall promptly promptly, upon request by the Company, reimburse the Company for any all reasonable and documented out-of-pocket costs fees and expenses incurred by it in connection with or on behalf of the Company’s Company solely as a result of its compliance with this Section 6.07(c)(i) through (iii)6.5. (df) The Nothing contained in this Section 6.5 or otherwise shall require the Company to be an issuer or other obligor with respect to the Financing prior to the Closing. (g) If, prior to the Effective Time, the Company incurs debt under the “accordion” feature of the Company Credit Agreement, then the Company shall use reasonable its best efforts to obtainfacilitate the mortgaging of the owned Real Property identified in Section 6.1(d)(i)(D) of the Company Disclosure Letter (including obtaining surveys, execute releases, terminations, waivers, consents, estoppels and deliver such documents or instruments approvals as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with therewith) by Parent at the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the MergerEffective Time.

Financing. (a) Subject Parent and Merger Subsidiary shall use their reasonable best efforts to obtain the proceeds of the Financing on the terms and conditions of this Agreementdescribed in the Commitment Letter, each of Parent and Merger Sub shall use its including using reasonable best efforts to consummate the Equity Financing at or prior (i) negotiate definitive agreements with respect to the Effective Time. Financing consistent with the terms and conditions contained therein, and (bii) satisfy on a timely basis all conditions in such definitive agreements the satisfaction of which are within the control of Parent or Merger Subsidiary. Parent and Merger Subsidiary shall use their reasonable best efforts to comply with their respective obligations, and enforce their respective rights, under the Commitment Letter. Parent shall give the Company prompt notice (i) upon becoming aware of any material breach by any party to the Commitment Letter of which Parent has become aware or any termination of the Commitment Letter. Parent shall not permit any amendment or modification to, or any waiver of any material provision of any New Sponsor Equity or remedy under, the Commitment Letter if such amendment, modification or termination waiver materially increases the conditionality or materially delays the Financing. The Company shall assist and cooperate with Parent and Merger Subsidiary in connection with their efforts to obtain the proceeds of any New Sponsor Equity Commitment Letter by any party thereto the Financing, including providing, in accordance with the terms of Section 8.05, reasonably required information relating to the Company and its Subsidiaries to the financial institution or (ii) upon institutions providing the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provideFinancing and executing and delivering, and shall cause each causing such Subsidiaries to execute and deliver, customary certificates, legal opinions (which may be reasoned, if counsel reasonably believes it cannot give the opinion otherwise) or other documents and instruments relating to guarantees, the pledge of its Subsidiaries collateral and each of their respective Representatives other matters ancillary to provide, all cooperation the Financing as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness of the Company requested by Parent in connection with the consummation of the TransactionsFinancing; provided that, including (i) the Company obtaining approval of (A) an increase in the size no obligation of the Company Board to or any of its Subsidiaries under any such number as is requested in writing by Parent certificate, document or instrument shall be effective until the Effective Time and (B) the election to none of the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor or any of its Subsidiaries shall (x) be required to pay any commitment or other similar fee prior to or incur any other liability or unreimbursed out-of-pocket expense in connection with the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective Financing prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Merger.

Financing. (a) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in or contemplated by the Debt Financing Commitment and shall not agree to any amendment or modification to be made to, or any waiver of any provision or remedy under, the Debt Financing Commitment without the prior written consent of the Company if such amendments, modifications or waivers would or would reasonably be expected to (w) reduce the aggregate amount of the Debt Financing below the amount required to consummate the Merger and the other transactions contemplated hereby, (x) impose new or additional conditions to the receipt of the Debt Financing, (y) prevent or materially delay the consummation of the transactions contemplated by this Agreement or (z) adversely impact the ability of Parent or Merger Sub to enforce its rights against the other parties to the Financing Commitments (provided that Parent and Merger Sub may amend the Debt Financing Commitment to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Commitment as of the date of this Agreement so long as such action would not reasonably be expected to delay or prevent the Closing), including using reasonable best efforts to (i) maintain in effect the Debt Financing Commitment, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent and Merger Sub in the Debt Financing Commitment (including by consummating the financing pursuant to the terms of the Equity Financing Commitment) and otherwise comply with its obligations thereunder, (iii) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Debt Financing Commitment (or terms and conditions no less favorable, in the aggregate, to Parent and Merger Sub (in the reasonable judgment of Parent) than the terms and conditions in the Debt Financing Commitment), (iv) in the event that all conditions in the Debt Financing Commitment (other than the availability or funding of any Equity Financing) have been satisfied, consummate the Debt Financing at or prior to Closing and (v) subject to compliance with the Effective Time. requirements of Section 10.09(b), enforce its rights under the Debt Financing Commitment in the event that all conditions in the Debt Financing Commitment (bother than the availability or funding of any Equity Financing) have been satisfied, to cause the lenders and other persons providing Debt Financing to fund on the Closing Date the Debt Financing required to consummate the Merger and the other transactions contemplated hereby. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice (icontaining a reasonable description of the circumstances giving rise to the notified matter): (A) upon becoming aware of any breach of any material provision breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any New Sponsor Equity Commitment Letter material breach or termination of any New Sponsor Equity Commitment Letter material default) by any party thereto to the Debt Financing Commitment or definitive document related to the Debt Financing of which Parent or Merger Sub become aware; (iiB) upon of the receipt of any written notice or other written communication from any party to a New Sponsor Equity the Debt Financing Commitment Letter with respect to any threatened breach of breach, default, termination or repudiation by any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect to the Equity Debt Financing Commitment or any definitive document related to the Debt Financing or any provisions of the Debt Financing Commitment or any definitive document related to the Debt Financing; and (C) if Parent or Merger Sub will not be able to obtain all or any portion of the Debt Financing on the terms, in the manner or from the sources contemplated by the Debt Financing Commitment or the definitive documents related to the Debt Financing; provided, that the Parent and Merger Sub shall be under no obligation to disclose any information that is subject to attorney client or similar privilege, but only if such privilege is asserted in good faith. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitment, Parent shall, if requested by the Company, use its reasonable best efforts to arrange and obtain alternative debt financing or indebtedness of from alternative debt sources in an amount sufficient to consummate the Company in connection with the consummation of the Transactionstransactions contemplated by this Agreement upon terms and conditions not less favorable, including taken as a whole, to Parent and Merger Sub (i) the Company obtaining approval of (A) an increase in the size reasonable judgment of Parent) than those in the Company Board to Debt Financing Commitment as promptly as practicable following the occurrence of such number as is requested in writing by Parent and (B) event but no later than the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of Business Day immediately prior to the Effective TimeClosing Date. To the extent Parent, at the Company’s request, seeks to arrange and (ii) obtain alternative debt financing from alternative debt sources and such actions by Parent are determined to have constituted a breach of the Debt Financing Commitment, the Company using commercially reasonable efforts agrees that such result shall not be deemed to ensure that the be a breach by Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries obligations under this Section 7.18 or otherwise under this Agreement. Notwithstanding anything contained in this Section 7.18 or in any other provision of this Agreement, in no event shall Parent or Merger Sub be required (x) be required to pay amend or waive any commitment of the terms or similar fee prior to the Effective Time conditions hereof or (y) be required to commit to taking any action that is not contingent upon consummate the Closing (including entry into any agreement) or would be effective prior to earlier than the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence final day of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii)Marketing Period. (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Merger.

Financing. (a) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to consummate obtain the Equity Financing on the terms and conditions described in the Financing Documents, including (i) maintaining in effect the Financing Documents until the Transactions are consummated in accordance with their respective terms, (ii) satisfying, or causing to be satisfied, on a timely basis all conditions to the closing of and funding under the Financing Documents applicable to Parent and/or Merger Sub that are within its control, including paying when due all commitment fees and other fees arising under the Financing Documents as and when they become due and payable thereunder, and (iii) consummating the Financing at or prior to the Effective TimeTime in accordance with the terms of the Financing Documents; provided that Parent and/or Merger Sub may amend or modify the Financing Documents, and/or elect to replace all or any portion of the Debt Financing or increase the amount of debt financing to be obtained with alternative debt financing subject only to such conditions to funding as are substantially similar, or are not less favorable in aggregate, from the standpoint of the Company and its shareholders (other than the holders of Excluded Shares), than the terms and conditions as set forth in the Financing Documents as in effect on the date hereof (the “Alternative Financing”), in each case only so long as (A) the aggregate proceeds of the Financing (as amended or modified) and/or the Alternative Financing, together with the aggregate proceeds of the Equity Financing and an amount of Available Cash that equals or exceeds the Available Cash Amount, will be sufficient for Parent and the Surviving Company to pay (x) the Merger Consideration, and (y) any other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby and (B) such amendment or modification or the Alternative Financing would not prevent, materially delay or materially impede or impair the ability of Parent and Merger Sub to consummate the Transactions. Parent shall deliver to the Company true and complete copies of all Contracts or other arrangements pursuant to which any alternative sources have committed to provide the Alternative Financing (the “Alternative Financing Documents”) (except for customary engagement and fee letters) as promptly as practicable after execution thereof. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Documents and to the extent is not replaced by the Alternative Financing, Parent shall promptly notify the Company. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing contained in Section 6.07(a) shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to pay any fees in excess of, or agree to “market flex” provisions less favorable to Parent, Merger Sub or the Surviving Company (or any of their Affiliates) than, those contemplated by the Debt Commitment Letters and/or, if applicable, the Alternative Financing Documents (in each case, whether to secure waiver of any conditions contained therein or otherwise). (c) Subject to the terms and conditions of this Agreement, Parent and Merger Sub agree not to amend, modify or waive any provision of the Financing Documents, if such amendment, modification or waiver reduces (or would reduce) the aggregate amount of the Financing or imposes new or additional conditions or otherwise expands, amends or modifies the conditions to the Financing in a manner that would be expected to prevent or materially delay the ability of the Company, Parent or Merger Sub to consummate the Transactions or otherwise adversely impact the ability of Parent or Merger Sub to enforce its rights against the other parties to the Financing Documents. Parent shall give the Company prompt notice (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter of, or termination of any New Sponsor Equity Commitment Letter by any party thereto to, the Financing Documents or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter person with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letterthe Financing Documents. (cd) Each party hereto shall The Company agrees to provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provideprovide to Parent and Merger Sub, all reasonable cooperation as may be reasonably required with respect to the Equity Financing requested by Parent or any debt financing or indebtedness of the Company its Representatives in connection with the consummation of Debt Financing and/or Alternative Financing and the Transactions, including (i) participation in meetings, presentations, due diligence sessions, road shows, sessions with rating agencies and other meetings, including arranging for reasonable direct contact between senior management, representatives and advisors of the Company obtaining approval or its Subsidiaries with Representatives of Parent and any sources or prospective sources of the Debt Financing and/or Alternative Financing, (ii) assisting in the preparation of offering memoranda, private placement memoranda, bank information memoranda, prospectuses, rating agency presentations, other marketing documents and similar documents reasonably requested by Parent or its Representatives in connection with the Debt Financing and/or Alternative Financing (including using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing and/or Alternative Financing and delivery of one or more customary representation letters), (iii) as promptly as practicable, furnishing Parent and any sources or prospective sources of the Debt Financing and/or Alternative Financing with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent or any sources or prospective sources of the Debt Financing and/or Alternative Financing and is reasonably available to the Company (the “Required Information”) and using reasonable best efforts to cause the Company’s independent accountants to provide assistance and cooperation in connection therewith to Parent and any sources or prospective sources of the Debt Financing and/or Alternative Financing, (iv) reasonably cooperating with advisors, consultants and accountants of Parent or any sources or prospective sources of the Debt Financing and/or Alternative Financing with respect to the conduct of any examination, appraisal or review of the financial condition or any of the assets or liabilities of the Company or any of its Subsidiaries, including for the purpose of establishing collateral eligibility and values, (v) assisting in the preparation of one or more credit agreements, note purchase agreements, indentures and/or other instruments, as well as any pledge and security documents, and other definitive financing documents, collateral filings or other certificates or documents as may be requested by Parent and otherwise facilitating the pledging of collateral, (vi) (A) an increase in to the size extent customary and not prohibited by applicable Laws, facilitating the granting of the Company Board to such number as is requested in writing by Parent guaranty, security or pledging of collateral and (B) executing and delivering any guaranty, pledge and security documents, commitment letters, certificates and other definitive financing documents (the election to “Definitive Debt Documents”), provided that any collateral pledged or security granted by the Company Board or any of its Subsidiaries under, and any obligations of the individuals who will serve as directors Company or any of its Subsidiaries under, any Definitive Debt Documents to which it is a party shall be contingent upon the Surviving Company, in each case occurrence of clauses (A) and (B), effective as of immediately prior to the Effective Time, (vii) taking all actions reasonably necessary to (A) permit prospective sources of the Debt Financing and/or Alternative Financing to evaluate the Company’s or any of its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements, provided that the information provided in connection therewith to such prospective sources shall be subject to the terms of the Confidentiality Agreements, and (iiB) establish bank and other accounts, blocked account agreements and lock box arrangements in connection with the foregoing, including over Available Cash, (viii) furnishing Parent, Merger Sub and their respective Representatives, as well as any prospective sources of the Debt Financing and/or Alternative Financing, promptly (and, provided that Parent shall have requested, in writing, such information from the Company at least fifteen (15) Business Days prior to the Closing, then in any event at least ten (10) Business Days prior to the Closing) with all documentation and other information required with respect to the Debt Financing and/or Alternative Financing under applicable “know your customer” and anti-money laundering rules and regulations, provided that the information provided to such prospective sources shall be subject to the terms of the Confidentiality Agreements, (ix) using commercially reasonable best efforts to ensure that obtain any necessary rating agencies’ confirmation or approval of the Debt Financing and/or Alternative Financing, and (x) taking all corporate actions reasonably necessary to permit the consummation of the Debt Financing and/or Alternative Financing, including the execution and delivery of any other certificates, instruments or documents contemplated by the Debt Financing and/or Alternative Financing and reasonably requested by Parent and to permit the Surviving Company benefit from proceeds thereof to be made available at Closing to consummate the existing lending relationships of the Group Companies to the extent requested by ParentTransactions. Neither the Company nor any of its Subsidiaries shall be required to (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time or that would otherwise subject it to actual or potential liability in connection with any Financing. Nothing contained in this Section 6.07(c) or otherwise shall require the Company or any of its Subsidiaries to be an issuer or other obligor with respect to any Financing prior to the Effective Time. If The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing and/or Alternative Financing. (e) Parent shall, upon the termination of this Agreement is terminated in accordance with its terms prior to terms, promptly upon request by the occurrence of the Effective TimeCompany, Parent shall promptly reimburse the Company for any all reasonable and documented out-of-pocket costs incurred by it the Company or its Subsidiaries in connection with any cooperation provided pursuant to this Section 6.07 and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives for and against any and all liabilities, expenses or losses actually suffered or incurred by them in connection with the Company’s compliance with Section 6.07(c)(i) through arrangement of the Financing and any information utilized in connection therewith (iiiother than information provided in writing by the Company or its Subsidiaries specifically for use in connection therewith). (d) The Company shall use reasonable best efforts to obtain, execute and deliver except in the event such documents liabilities, expenses or instruments as may be required for losses arose out of or result from the Surviving Company’s due assumption offraud, and succession togross negligence, recklessness or willful misconduct of the Company’s obligations , its Subsidiaries or any of their respective Representatives. Each of Parent and Merger Sub acknowledges and agrees that the Company and its Subsidiaries and their respective Representatives shall not, prior to the Effective Time, incur any liability to any person under the 2022 Indenture any financing that Parent and the Facility Agreement, including (i) customary closing certificates and other similar documents as Merger Sub may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement raise in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Merger.

Financing. (a) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and consummate the Equity financing necessary to consummate the Transactions (the "Debt Financing") on the terms and conditions described in the Debt Commitment Letter, including using reasonable best efforts to (i) satisfy on a timely basis all terms, covenants and conditions set forth in the Debt Commitment Letter; (ii) enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Debt Commitment Letter; (iii) enforce its rights under the Debt Commitment Letter; and (iv) consummate the Debt Financing at or prior to the Effective Time. Parent will furnish correct and complete copies of all such definitive agreements to the Company promptly upon their execution. (b) Parent shall keep the Company informed with respect to all material activity concerning the status of the Debt Financing contemplated by the Debt Commitment Letter and shall give the Company prompt notice of any material adverse change with respect to such Debt Financing. Without limiting the foregoing, Parent agrees to notify the Company promptly, and in any event within two Business Days, if at any time (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Debt Commitment Letter shall expire or termination of be terminated for any New Sponsor Equity Commitment Letter by any party thereto or reason, (ii) upon the receipt of any written notice from any financing source that is a party to a New Sponsor Equity any Debt Commitment Letter with respect notifies Parent that such source no longer intends to provide financing to Parent on the terms set forth therein, or (iii) for any threatened breach reason Parent no longer believes in good faith that it will be able to obtain all or any portion of any material provision of such New Sponsor Equity the Financing contemplated by the Debt Commitment Letter on the terms described therein. Parent shall not, and shall not permit any of its Affiliates to, without the prior written consent of the Company, take or threatened termination fail to take any action or enter into any transaction, including any merger, acquisition, joint venture, disposition, lease, contract or debt or equity financing, that could reasonably be expected to breach or make untrue any representation or warranty contained in the Commitment Letters or otherwise impair, delay or prevent consummation of the Financing contemplated by any such New Sponsor Equity of the Debt Commitment Letter. Parent shall not amend or alter, or agree to amend or alter, any Debt Commitment Letter in any manner that would prevent or materially impair or delay the consummation of Transactions without the prior written consent of the Company. (c) Each party hereto shall provide, If any portion of the Debt Financing becomes unavailable on the terms and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect to conditions contemplated in the Equity Financing Debt Commitment Letter or any debt financing Debt Commitment Letter shall be terminated or indebtedness of the Company modified in connection with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board a manner materially adverse to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor for any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Timereason, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources in an amount sufficient to consummate the Transactions ("Alternate Financing") and to obtain, execute and deliver such documents or instruments as may be required for and, if obtained, will provide the Surviving Company’s due assumption Company with a copy of, a new financing commitment that provides for at least the same amount of financing as such Debt Commitment Letter as originally issued and succession toon terms and conditions (including termination rights and funding conditions) no less favorable in the aggregate to Parent or Merger Sub than those included in such Debt Commitment Letter (the "New Commitment Letter"). To the extent applicable, Parent shall use its reasonable best efforts to take, or cause to be taken, all things necessary, proper or advisable to arrange promptly and consummate the Company’s obligations under Alternate Financing on the 2022 Indenture terms and the Facility Agreementconditions described in any New Commitment Letter, including using reasonable best efforts to (i) customary closing certificates satisfy on a timely basis all terms, covenants and other similar documents as may be reasonably requested by conditions set forth in the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and New Commitment Letter; (ii) customary legal opinions as are required enter into definitive agreements with respect thereto on the terms and conditions contemplated by the 2022 Indenture New Commitment Letter; (iii) enforce its rights under the New Commitment Letter; and (iv) consummate the Alternate Financing at or prior to the Facility Agreement in connection with the consummation of the Transactions, including the MergerClosing.

Financing. (a) Subject Parent has delivered to the Company a correct and complete copy of (i) an executed commitment letter, dated as of the date hereof (as amended, modified, supplemented, replaced or extended from time to time after the date hereof in compliance with Section 6.13, the “Commitment Letter”), from the lenders party thereto (including any lenders who become party thereto by joinder) (collectively, the “Lenders”) and other arrangers party thereto, pursuant to which the Lenders have agreed, subject to the terms and conditions thereof, to provide the debt amounts set forth therein (the debt financing contemplated by the Commitment Letter, together with any permitted Alternative Debt Financing, is collectively referred to herein as the “Debt Financing”) and (ii) the fee letter referred to in the Commitment Letter (with only fee amounts, pricing caps and other economic terms redacted (none of this Agreementwhich would adversely affect the amount or availability of the Debt Financing)) (as amended, each of Parent and Merger Sub shall use its reasonable best efforts modified, supplemented, replaced or extended from time to consummate time after the Equity Financing at or prior to date hereof in compliance with Section 6.13, the Effective Time“Fee Letter”). (b) Except as expressly set forth in the Commitment Letter (or in the unredacted portions of the Fee Letter) delivered to the Company, as of the date hereof, there are no conditions precedent to the obligations of the Lenders to provide the Debt Financing or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing. There are no other agreements, side letters or arrangements relating to the Debt Financing to which Parent shall give or any of its Subsidiaries is a party as of the Company prompt notice date hereof which would impose conditions or other contingencies to the funding of the full amount of the Debt Financing, other than those set forth in the Commitment Letter (i) upon becoming aware or in the unredacted portions of the Fee Letter). As of the date hereof, Parent does not have any breach of any material provision of any New Sponsor Equity reason to believe that it will be unable to satisfy on a timely basis all conditions to be satisfied by it in the Commitment Letter or termination the Fee Letter at the time it is required to consummate the Merger Closing hereunder, nor does Parent have Knowledge, as of the date hereof, that any New Sponsor Equity of the Lenders will not perform their respective funding obligations under the Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter in accordance with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letterits terms and conditions. (c) Each party hereto shall provideof the Commitment Letter and the Fee Letter is a valid, binding and enforceable obligation of Parent and Merger Sub and, to the Knowledge of Parent, the other parties thereto, is in full force and effect, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. As of the date hereof, no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Parent or Merger Sub or, to the Knowledge of Parent, the other parties thereto under the terms and conditions of the Commitment Letter or under the Fee Letter. Parent has paid in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Commitment Letter and Fee Letter on or before the date hereof, and shall cause each of its Subsidiaries will pay in full any such amounts due on or before the Closing Date. The Commitment Letter and each of their respective Representatives to provideFee Letter have not been modified, all cooperation as may be reasonably required with respect to the Equity Financing altered or any debt financing amended on or indebtedness of the Company in connection with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships date hereof. None of the Group Companies to commitments under the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment Commitment Letter have been withdrawn or similar fee rescinded prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii)date hereof. (d) The Company proceeds of the Debt Financing, if funded, together with available cash of Parent and Merger Sub, shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required constitute sufficient funds for the Surviving Companysatisfaction of all of Parent’s due assumption of, and succession to, the CompanyMerger Sub’s obligations under this Agreement on the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the TransactionsClosing Date, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation payment of the TransactionsOffer Price in respect of each Share validly tendered and accepted in the Offer, including the MergerMerger Consideration and all other amounts to be paid pursuant to this Agreement and the payment of all associated costs and expenses of the Offer and the Merger to be paid on the Closing Date.

Financing. (a) Subject The Purchaser shall use reasonable best efforts to obtain the Debt Financing on or prior to the Closing Date on the terms and conditions described in the Debt Commitment Letter (as the same may be amended, modified or replaced in accordance with this Section 8.08), including its reasonable best efforts to (i) maintain in effect the Debt Commitment Letter and comply with its obligations thereunder; (ii) negotiate and execute the financing documents on terms contained in the Debt Commitment Letter (including any “flex” provisions related thereto); (iii) satisfy on a timely basis (taking into account the expected timing of the Marketing Period), or obtain a waiver of, the conditions to the Debt Commitment Letter that are within the Purchaser’s control (but excluding any condition where the failure to be so satisfied is a direct result of the Company’s failure to furnish information as required under Section 7.08 or the Company’s or the Seller’s breach of any of their respective other obligations under this Agreement); (iv) subject to the terms of the Debt Commitment Letter and upon the satisfaction of the conditions set forth in the Debt Commitment Letter, enforce its rights to consummate the Debt Financing or to cause the Debt Financing Sources and the other persons committing to fund the Debt Financing to fund the Financing at the Closing under the Debt Commitment Letter (provided, however, that in no event shall reasonable best efforts include any obligation on the part of Purchaser or any of its Affiliates to commence or thereafter to commence any litigation, arbitration, action or other adjudicatory or legal proceeding against any Debt Financing Source); and (v) upon satisfaction of the conditions set forth in the Debt Commitment Letter, to consummate the Debt Financing at or prior to the Closing, including using its reasonable best efforts to cause the Debt Financing Sources and the other persons committing to fund the Debt Financing to fund the Debt Financing at the Closing. The Purchaser shall not permit or agree to any termination, amendment or modification to be made to, or any waiver of any provision under, or any replacement of, any of the Debt Commitment Letter if such termination, amendment, modification, waiver or replacement (A) reduces (or would have the effect of reducing) the aggregate amount of the Debt Financing (including by increasing the amount of fees to be paid or original issue discount), unless the representation and warranty set forth in Section 6.08 hereof (as though made at the time of the effectuation of such termination, amendment, modification, waiver or replacement) shall remain true and correct; or (B) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing, or otherwise expands, amends or modifies any other provision of the Debt Commitment Letter in a manner that would reasonably be expected to (x) delay or prevent the funding of the Debt Financing (or satisfaction of the conditions to the Debt Commitment Letter that are in the Purchaser’s control) on the Closing Date or (y) adversely impact the ability of Purchaser to enforce its rights against other parties to the Debt Commitment Letter or solely to the extent definitive loan agreements are entered into prior to the Closing Date, the definitive agreements with respect thereto; provided that (i) the Purchaser shall not be deemed to have violated this Section 8.08 if the Purchaser shall have (A) provided prior written notice to the Seller of any termination, amendment, modification, waiver or replacement it proposes to take or any other event, fact or circumstance that would be restricted by the foregoing provisions of this Section 8.08 and (B) demonstrated (to the reasonable satisfaction of the Seller) that it has other funds available to it (on conditions not materially less favorable in the aggregate to the Purchaser than the conditions to the Debt Commitment Letter) that are sufficient to pay all other amounts required to be paid by the Purchaser pursuant to this Agreement and in connection with the transactions contemplated by this Agreement, and (ii) for the avoidance of doubt, neither the existence nor the exercise of any “flex” provision in the Debt Commitment Letter shall constitute a breach of (or notice under) this provision or any other provision of this Agreement. Purchaser shall promptly deliver to the Seller copies of any such termination, each amendment, modification, waiver or replacement of Parent the Debt Commitment Letter. In no event shall the Purchaser have any liability for breach of its covenants or agreements in this Section 8.08 if the Closing occurs. (b) If any portion of the Debt Financing becomes unavailable on the terms and Merger Sub conditions contemplated by the Debt Commitment Letter, the Purchaser shall (i) promptly notify the Seller of such failure and the reasons therefor and (ii) use its reasonable best efforts to arrange and obtain alternative financing from the same or alternative sources in an amount sufficient, when added to the portion of the Debt Financing being replaced that is still available, to consummate the Equity Financing at or prior transactions contemplated hereby with terms and conditions that are not materially less favorable to the Effective Time. Purchaser, in the aggregate, than the terms and conditions set forth in the Debt Commitment Letter (bgiving effect to any applicable flex provisions), except as agreed by the Purchaser, as promptly as practicable following the occurrence of such event (the “Alternative Debt Financing”). The Purchaser shall as soon as reasonably practicable deliver a true, correct and complete copy of each alternative financing commitment (collectively, a “New Debt Commitment Letter”) Parent to the Company. Any reference in this Agreement to the “Debt Financing” shall give include the Company prompt notice financing contemplated by the Debt Commitment Letter on the date hereof, as permitted to be amended, modified or replaced (iin whole or in part) upon becoming aware of by this Section 8.08, including any breach of any material provision of Alternative Debt Financing, and references to “Debt Commitment Letter” shall include such debt commitment letters as permitted to be amended, modified or replaced (in whole or in part) by this Section 8.08, including any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Debt Commitment Letter. (c) Each party hereto Prior to the Closing, the Purchaser shall providekeep the Company reasonably informed, upon the request of the Company, of the status of its efforts to arrange the Debt Financing and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness of give the Company in connection with the consummation of the Transactions, including prompt notice: (i) the Company obtaining approval of (A) an increase in the size any breach of any material provisions of any of the Company Board to such number as is requested in writing by Parent and (B) the election Debt Commitment Letter or definitive document related to the Company Board Debt Financing by any party to any Debt Commitment Letter or definitive document related to the Debt Financing of the individuals who will serve as directors of the Surviving Companywhich it has Knowledge, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Timeextent such breach could reasonably be expected to delay or prevent the Closing, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies receipt of any written notice or other written communication from any Debt Financing Source with respect to any (A) actual or potential breach, default, termination or repudiation by any party to any Debt Commitment Letter or any definitive document related to the extent requested by Parent. Neither Debt Financing or any provisions of the Company nor Debt Commitment Letter or (B) dispute or disagreement between or among any of its Subsidiaries shall (x) be required parties to pay any commitment or similar fee prior Debt Commitment Letter with respect to the Effective Time obligation to fund the Debt Financing or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence amount of the Effective Time, Parent shall promptly reimburse Debt Financing to be funded at the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii)Closing. (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Merger.

Financing. (a) Subject to the terms and conditions of this Agreement, each of Each Parent and Merger Sub Party shall use its reasonable best efforts to obtain, or cause to be obtained, the proceeds of the Financing on the terms and conditions described in the Commitment Letters (including, as necessary, the “flex” provisions contained in the Fee Letter), including using its reasonable best efforts with respect to (i) maintaining in effect the Commitment Letters, (ii) negotiating definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) or, if available, on other terms that are acceptable to Parent and would not adversely affect (including with respect to timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the Equity transactions contemplated herein, and (iii) taking into account the expected timing of the Marketing Period, satisfying on a timely basis all conditions applicable to Parent and its Subsidiaries to obtaining the Financing at or prior that are within the Parent Parties’ control. In the event that all conditions contained in the Debt Commitment Letter and the Securities Purchase Agreement (other than, with respect to the Effective TimeDebt Financing, the availability of the Equity Financing, the Subordinated Securities Financing, the MSDC Financing or the Rollover Investment and, with respect to the Subordinated Securities Financing, the Debt Financing, the Equity Financing, the MSDC Financing or the Rollover Investment) have been satisfied (or upon funding will be satisfied), each Parent Party shall use its reasonable best efforts to timely cause the Lenders and the Subordinated Securities Purchaser to fund the Debt Financing and the Subordinated Securities Financing, as applicable (including by seeking through litigation to enforce its rights under the Debt Financing Commitment Letter and Definitive Agreements and the Securities Purchase Agreement, as applicable). (b) The Parent Parties shall give not, without the Company prompt notice prior written consent of the Company, (i) upon becoming aware of terminate any breach Commitment Letter, unless such Commitment Letter is replaced in a manner consistent with the following clause (ii), or (ii) permit any amendment or modification to, or any waiver of any material provision of or remedy under, or replace, the Commitment Letters if such amendment, modification, waiver, or replacement (w) would (1) add any New Sponsor Equity Commitment Letter new condition to the Financing Commitments (or termination of modify any New Sponsor Equity Commitment Letter by any party thereto existing condition in a manner adverse to Parent) or otherwise that would be reasonably expected to adversely affect (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter including with respect to any threatened breach timing, taking into account the expected timing of the Marketing Period) the ability of the Parent Parties to consummate the transactions contemplated by this Agreement or the likelihood of the Parent Parties doing so, or (2) taking into account the expected timing of the Marketing Period, would be reasonably expected to make the timely funding of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness satisfaction of the Company in connection with the consummation conditions to obtaining any of the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board Financing less likely to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Merger.occur,

Financing. (a) Subject to the terms and conditions of this Agreement, each of Parent Constellation shall take, or cause to be taken, all actions and Merger Sub shall use its to do, or cause to be done, all things necessary, proper or advisable to obtain or cause to be obtained, and to consummate, the Committed Debt Financing on or prior to the Closing Date on the terms and conditions set forth in the Debt Commitment Letter, including using reasonable best efforts to: (i) maintain in effect the Debt Commitment Letter and comply with its obligations thereunder; (ii) negotiate and execute the Debt Financing Documents on terms contained in the Debt Commitment Letter (including any “flex” provisions related thereto); (iii) satisfy on a timely basis, or obtain a waiver of, any financing conditions in the Debt Commitment Letter that are within Constellation’s control (but excluding any condition where the failure to be so satisfied is a direct result of any of the Other Parties’ failure to furnish information as required under Section 6.15(c)); (iv) upon satisfaction of the financing conditions set forth in the Debt Commitment Letter, to consummate the Equity Committed Debt Financing at or prior to the Effective TimeClosing, including to cause the Debt Financing Sources and the other persons committing to fund the Committed Debt Financing to fund the Committed Debt Financing at the Closing in such amount which, taken together with the Constellation-Polaris Surviving Entity’s anticipated unrestricted cash on hand, would be no less than the amount that would be required to be pay the Debt Payoff Amount and all transaction expenses. Constellation shall keep the Other Parties informed on a reasonably current basis of the status of its efforts and those of its Subsidiaries to arrange and consummate the Committed Debt Financing. Constellation shall not permit or agree, and shall cause its Subsidiaries not to permit or agree, to any termination, amendment or modification to be made to, or any waiver of any provision under, or any replacement of, any of the Debt Commitment Letter if such termination, amendment, modification, waiver or replacement (A) reduces (or would have the effect of reducing) the aggregate amount of the Committed Debt Financing; or (B) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of Committed Debt Financing, or otherwise expands, amends or modifies any other provision of the Debt Commitment Letter in a manner that would reasonably be expected to (x) delay or prevent the funding of the Committed Debt Financing (or satisfaction of the financing conditions in the Debt Commitment Letter that are in Constellation’s control) on the Closing Date or (y) adversely impact the ability of Constellation to enforce its rights against other parties to the Debt Commitment Letter or the definitive agreements with respect thereto; provided that (i) Constellation shall not be deemed to have violated this Section 6.15(a) if Constellation shall have (A) provided prior written notice to the Other Parties of any termination, amendment, modification, waiver or replacement it or its Subsidiaries proposes to take or any other event, fact or circumstance that would be restricted by the foregoing provisions of this Section 6.15(a) and (B) the parties reasonably agree that, taking into account such termination, amendment, modification, waiver or replacement, New Polaris will have at the Closing funds available to it that are sufficient to enable it to consummate the Transactions, including paying the Debt Payoff Amount and the transaction expenses of all parties; provided further that Constellation shall not be deemed to have violated this Section 6.15(a) if with the approval of Polaris and Sirius, not to be unreasonably withheld, Constellation shall, or shall cause its applicable Subsidiary to, negotiate and execute any Replacement Committed Debt Financing, and (ii) for the avoidance of doubt, neither the existence nor the exercise of any “flex” provision in the Debt Commitment Letter shall constitute a breach of this provision and the Debt Commitment Letter may be amended to add additional Debt Financing Sources. Constellation shall promptly deliver to the Other Parties copies of any such termination, amendment, modification, waiver or replacement, including any Replacement Committed Debt Financing. Without limiting the foregoing, Constellation shall, and shall cause its applicable Subsidiary to, take all actions required to enforce its rights under the Debt Commitment Letter, including as may be directed by one or more of the Other Parties in writing, to the extent consistent with the Debt Commitment Letter. (b) Parent shall give To the Company prompt notice (i) upon becoming aware of any breach of any material provision of any extent that New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon Polaris is not expected to have funds available, including cash on hand and the receipt of any written notice from any party Committed Debt Financing, that are sufficient to a New Sponsor Equity Commitment Letter with respect enable it to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness of the Company in connection with the consummation of consummate the Transactions, including (i) paying the Company obtaining approval Debt Payoff Amount and the transaction expenses of (A) an increase in all the size parties, the parties shall take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable that are within their control to arrange and procure and have available, as of the Company Board Closing, Indebtedness (the “Supplemental Debt Financing”) constituting, together with unrestricted cash on hand and the Committed Debt Financing available at the Closing, funds sufficient to such number as is requested in writing by Parent and (B) the election to the Company Board pay all of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) cash amounts required to be provided by New Polaris and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger amounts payable in connection with the consummation of the Mergers, all transaction expenses and (ii) customary legal opinions as are the amounts to fund the Debt Payoff Amount. It is understood that the parties will use their reasonable best efforts to arrange and procure any Supplemental Debt Financing required by under the 2022 Indenture preceding sentence notwithstanding the cost of obtaining such Supplemental Debt Financing or the Facility Agreement actions required to arrange and procure such Supplemental Debt Financing (including any assets sales); provided that such cost or actions would not reasonably be expected to result in a material adverse effect with respect to New Polaris after the Closing or a material adverse effect with respect to any party prior to the Closing. Subject to the prior sentence, each party shall keep the Other Parties informed in reasonable detail of the status of its efforts to arrange any financing required in connection with the consummation of the Transactions. Each party further acknowledges and agrees that if the Committed Debt Financing and/or Supplemental Debt Financing are not available or not sufficient to pay the amounts described above, the parties shall use reasonable best efforts to find alternative funding sources (including through debt or equity offerings or asset sales) to permit the Transactions to be consummated as soon as possible in accordance with this Agreement and, in any event, before the Outside Date. (c) Prior to the Closing Date, each party shall provide, and shall use reasonable best efforts to cause its Subsidiaries and Representatives to provide, on a timely basis, to the Other Parties, all cooperation reasonably requested by the Other Parties that is necessary, advisable or customary in connection with the Debt Financing. Without limiting the generality of the foregoing, such cooperation and reasonable best efforts for purposes of this Section 6.15(c) in any event shall include: (i) providing the Other Parties, the Debt Financing Sources and potential Supplemental Debt Financing sources and their respective agents with (A) the financial statements and other financial information regarding the party and its Subsidiaries and (B) such financial information related to the party and its Subsidiaries as is reasonably required by Polaris for New Polaris to produce the pro forma financial statements required in connection with any Debt Financing and specified in writing by Polaris to the Other Parties; (ii) participating (including by making members of senior management with appropriate seniority and expertise, reasonably available to participate) in customary syndication and marketing activities, including sessions with the ratings agencies and underwriters, in connection with the Debt Financing; (iii) reasonably cooperating with the Debt Financing Sources’ and potential Supplemental Debt Financing sources’ and their respective agents’ due diligence; (iv) reasonably cooperating with the marketing efforts for any portion of the Debt Financing; (v) assisting Polaris in New Polaris’ preparation of customary bank information memoranda, lender presentations, offering memoranda, private placement memoranda (including under Rule 144A and/or Regulation S under the Securities Act), registration statements, prospectuses and prospectus supplements under the Securities Act and other materials in connection with a syndicated bank financing, securities offering or other debt offering in connection with the Debt Financing to the extent relating to the party and the party’s Subsidiaries; (vi) assisting Polaris with New Polaris’ preparation of pro forma financial statements and pro forma financial information; (vii) instructing such party’s certified independent auditors to provide (x) consent to use of their reports in any materials relating to the Debt Financing, including SEC filings and offering memoranda that include or incorporate the party’s consolidated financial information and their reports thereon in accordance with normal customary practice and (y) customary auditors reports and comfort letters (including “negative assurances” comfort) with respect to financial information relating to the party and its Subsidiaries in customary form; (viii) using reasonable best efforts to provide (including using reasonable best efforts to obtain such documents from its advisors) customary certificates and other customary closing documents as may be reasonably requested by the Debt Financing Sources and potential Supplemental Debt Financing sources; (ix) causing the taking of corporate actions within the control of the party reasonably necessary to permit the completion of the Debt Financing; (x) to the extent necessary or advisable, using reasonable best efforts to facilitate the pledging of collateral and executing and delivering pledge and security documents (and any other documents or instruments required for the creation and perfection of security interests in the collateral securing the Debt Financing) or other definitive financing documents reasonably requested by the Debt Financing Sources or potential Supplemental Debt Financing sources (including guarantees and other deliverables), provided, however, that no obligation of any party or any of such party’s Subsidiaries under any such agreement or instrument under this clause (x) shall be effective until the Closing Date; (xi) so long as such information is reasonably requested at least 10 business days prior to the Closing Date, using reasonable best efforts to provide, at least five (5) business days prior to the Closing Date, to the Debt Financing Sources and potential Supplemental Debt Financing sources all documentation and other information with respect to the party and its Subsidiaries and reasonably requested by such Debt Financing sources that such Debt Financing sources reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the MergerPATRIOT Act and (xii) providing to Polaris such pertinent information reasonably requested by Polaris, and updating such information, describing the party or its Subsidiaries to be used in marketing or offering materials prepared in accordance with normal customary practice in connection with the Debt Financing such that, after giving effect to such updates, (A) such information, when taken as a whole along with the Constellation SEC Documents, Polaris SEC Documents or Sirius SEC Documents, as applicable, filed by such party since July 1, 2014 through such date, does not contain as of the time provided, any untrue statement of material fact or omit to state any material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements were made and (B) the financial statements and other financial information included in such updated information are sufficiently current pursuant to Rule 3-12 under Regulation S-X to the extent applicable and permit the party’s independent auditors to issue a customary comfort letter, including customary “negative assurance” comfort (in accordance with normal practices and procedures). (d) Notwithstanding anything in this Agreement to the contrary, no party nor any of such party’s Subsidiaries shall be required to take or permit the taking of any action pursuant to this Section 6.15 that would (i) cause any representation or warranty in this Agreement to be breached by the party or any of the party’s Subsidiaries, (ii) cause any director, officer or employee or stockholder of the party or any of the party’s Subsidiaries to incur any personal liability not subject to indemnification, (iii) conflict with the Organizational Documents of the party or any Laws applicable thereto, (iv) provide access to or disclose information that the party or any of the party’s Subsidiaries reasonably determines would jeopardize any attorney–client privilege of the party or any of the party’s Subsidiaries, or (v) subject to Section 6.15(b) (A) unreasonably interfere with the business or ongoing operations of the party and its Subsidiaries or (B) reasonably be expected to result in a material violation or breach of, or a default (with or without notice, lapse of time, or both) under, any Contract to which the party or any of the party’s Subsidiaries is a party. (e) All non-public or otherwise confidential information regarding the parties or any of the parties’ Subsidiaries obtained by the Other Parties or their Representatives pursuant to this Section 6.15 shall be kept confidential in accordance with the Confidentiality Agreements. (f) At the Closing, New Polaris shall, and the parties shall use their reasonable best efforts to cause the trustee under the Sirius Indentures to, execute and deliver a supplemental indenture, in form satisfactory to such trustee, pursuant to which New Polaris shall (i) expressly assume all of the obligations of Sirius under the securities issued under the Sirius Indentures and all of the obligations of Sirius under the Sirius Indentures applicable thereto and (ii) if applicable, provide for such convertible or exchangeable notes to be convertible or exchangeable into New Polaris Common Shares in accordance with the terms of the Sirius Indentures. (g) At the Closing, New Polaris shall, and the parties shall use their reasonable best efforts to cause the trustee under the Constellation Indentures to, execute and deliver a supplemental indenture, in form satisfactory to such trustee, pursuant to which New Polaris shall (i) expressly assume all of the obligations of Constellation under the convertible notes issued under the Constellation Indentures and all of the obligations of Constellation under the Constellation Indentures applicable thereto and (ii) provide for such convertible notes to be convertible into New Polaris Common Shares in accordance with the terms of the Constellation Indentures.

Financing. (a) Subject to the terms and conditions of this Agreement, unless otherwise agreed, each of Parent and Merger Sub will not permit any assignment of, any material amendment or modification to be made to, or any waiver of any material provision or remedy pursuant to the Financing Letters if such assignment, amendment, modification or waiver would, or would be reasonably expected to: (i) reduce the aggregate amount of the Debt Financing, including by changing the amount of fees to be paid or original issue discount of the Debt Financings (unless the Equity Financing is increased by a corresponding amount or Alternate Debt Financing that complies with Section 6.15(b) has been made available in a corresponding amount); (ii) adversely impact in any material respect the ability of the Company (as a third party beneficiary of the Equity Commitment Letter), Parent or Purchaser to enforce its respective rights against the other parties to the Financing Letters or the definitive agreements with respect thereto; or (iii) prevent or materially delay the consummation of the Financing or the consummation of the Offer or the Merger. (b) Each of Parent and Merger Sub shall use its reasonable best efforts to arrange the Debt Financing and timely consummate the Equity Debt Financing on the terms and conditions set forth in the Debt Commitment Letters, including using its reasonable best efforts to: (i) maintain in effect the Debt Commitment Letters in accordance with the terms and subject to the conditions thereof; (ii) substantially comply with its obligations under the Debt Commitment Letters; (iii) in good faith negotiate, execute and deliver definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letters on the terms and conditions contemplated by the Debt Commitment Letters or as such terms may otherwise be agreed; (iv) satisfy on a timely basis all conditions to the Debt Financing that are applicable to, and within the control of, Parent, Merger Sub and their respective Subsidiaries in the Debt Commitment Letters and the definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letters; and (v) consummate the Debt Financing at or prior to the Effective Time. Offer Closing. In furtherance and not in limitation of the foregoing, in the event that any portion of the Debt Financing becomes unavailable on the terms and conditions set forth in the Debt Commitment Letters (b) Parent shall give other than due to the Company prompt notice (i) upon becoming aware failure of any a condition to the consummation of the Debt Financing resulting from a breach of any material provision representation, warranty, covenant or agreement of the Company set forth in this Agreement, which (if curable) has not been cured by the earlier of (x) three (3) Business Days prior to the Offer Closing Date and (y) twenty (20) days after the Company’s receipt of written notice thereof) and such portion is required to fund the payments required to be made by the Parent or Merger Sub hereunder, each of Parent and Merger Sub shall use its respective reasonable best efforts to, as promptly as practicable following the occurrence of such event: (A) obtain alternative debt financing (the “Alternate Debt Financing”) from alternative sources on terms and conditions not materially less favorable in the aggregate to Parent and Merger Sub than those set forth in the Debt Commitment Letters and in an amount sufficient, when added to the portion of the Financing that is still available and available cash on hand and the Equity Financing, to consummate the transactions contemplated by this Agreement and (B) obtain one or more new financing commitment letters with respect to such Alternate Debt Financing (the “New Debt Commitment Letter”), which New Debt Commitment Letter will replace the applicable existing Debt Commitment Letter in whole or in part; provided, however, that nothing herein shall be construed as to require Parent or Merger Sub to accept Alternate Debt Financing (including any commitments therefor) that (1) are less favorable than those in the applicable existing Debt Commitment Letter, (2) require the payment of fees in excess of those contemplated in the applicable existing Debt Commitment Letter, or (3) could reasonably be expected to prevent or materially delay the Offer, the Merger and the other transactions contemplated hereby. Parent shall promptly (and no later than one (1) Business Day after receipt thereof) provide the Company with a true and complete copy of any New Sponsor Equity Debt Commitment Letter or termination Letter, together with any related exhibits, schedules, supplements and term sheets (and a true and complete copy of any New Sponsor Equity fee letter in connection therewith, with pricing terms and any other terms not relating to conditionality or availability of the Debt Financing being redacted). In the event that Parent or Merger Sub obtains Alternate Debt Financing, any reference in this Agreement to the “Financing Letters,” the “Debt Commitment Letter Letter,” the “Debt Financing” or the “Financing” (and other like terms in this Agreement) will be deemed modified to include such Alternate Debt Financing in lieu of the Debt Financing contemplated by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity applicable existing Debt Commitment Letter. (c) Each party hereto shall provideParent and Merger Sub shall: (i) from time to time at the request of the Company, and shall cause each keep the Company reasonably informed as to the status of its Subsidiaries and each of their respective Representatives efforts to provide, all cooperation as may be reasonably required with respect to arrange the Equity Debt Financing or any debt financing applicable Alternate Debt Financing; and (ii) promptly (and no later than one (1) Business Day) provide the Company with copies of all executed amendments, modifications or indebtedness replacements of Debt Commitment Letters (it being understood that any amendments, modifications or replacements shall only be as permitted herein) related to the Financing. Without limiting the generality of the foregoing, Parent and Merger Sub shall promptly (and no later than one (1) Business Day) notify the Company: (A) of any oral or written repudiation or termination or material breach or default by any party to the Financing Letters of which Parent, Merger Sub or their Affiliates become aware or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or default by any party to the Debt Financing or Equity Financing; (B) of the receipt by Parent, Merger Sub or their Affiliates of any purported repudiation or termination of the Financing Letters; or (C) if for any reason either Parent or Merger Sub in good faith no longer believes that one of Parent or Merger Sub will be able to obtain all or any portion of the Financing. Parent shall provide any information reasonably requested by the Company relating to any of the circumstances referred to in the previous sentence as soon as reasonably practicable after the date that the Company delivers a written request therefor to Parent. Notwithstanding the foregoing, in no event shall Parent or Merger Sub permit or consent to any amendment, supplement or modification to, or any waiver of any provision under, the Debt Commitment Letters (whether the initial Debt Financing or Alternate Debt Financing) if such amendment, supplement, modification or waiver (w) imposes new or additional conditions, or otherwise expands any of the conditions, to the initial funding of the Debt Financing at Closing in a manner that would make such conditions more onerous than those set forth therein on the date hereof, (x) would reasonably be expected to materially and adversely affect the ability of Parent or Merger Sub to enforce its rights against the other parties to the Debt Commitment Letters, (y) would reasonably be expected to materially impair, materially delay or prevent the availability of all or a portion of the Debt Financing or the consummation of the transactions contemplated by this Agreement, or (z) would reduce the aggregate cash amount of the Debt Financing to an amount that, when taken together with other funds available to Parent and Merger Sub, is not sufficient to pay the aggregate consideration to be paid by Parent or Merger Sub at the Closing and all other amounts required to be paid at the Closing in connection with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board transactions contemplated hereby and to such number as is requested in writing by Parent pay all related fees and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be expenses required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon paid at the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii)therewith. (d) The Company shall use reasonable best efforts Notwithstanding anything in this Agreement to obtainthe contrary, execute and deliver such documents or instruments as may be required except for the Surviving Company’s due assumption ofextension to the Offer contemplated by the proviso to Section 1.01(b), each of Parent and succession to, the Company’s obligations Merger Sub understands and acknowledges and agrees that under the 2022 Indenture terms of this Agreement, Parent’s and Merger Sub’s obligation to consummate the Offer and the Facility Agreement, including (i) customary closing certificates Merger is not in any way contingent upon or otherwise subject to Parent’s and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the Merger Sub’s consummation of the TransactionsFinancing or any other financing arrangements, including Parent’s and Merger Sub’s obtaining of the Merger and (ii) customary legal opinions as are required by the 2022 Indenture Financing or any other financing or the Facility Agreement in connection with the consummation availability, grant, provision or extension of the Transactions, including the MergerFinancing or any other financing to Parent and Merger Sub.

Financing. (a) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to obtain the Financing on a timely basis including (to the extent the proceeds of the term loans thereunder are needed to consummate the Equity Transactions) pursuant to the New Term Loan Facility and if all conditions to funding thereunder have been satisfied (it being understood and agreed that Parent shall use its reasonable best efforts to satisfy (or cause to be satisfied) all such conditions on a timely basis), causing the lenders under the New Term Loan Facility to consummate the Financing at on or prior to the Effective TimeClosing Date on the terms and conditions described in the New Term Loan Facility (it being understood that it is not a condition to Closing under this Agreement for Parent to obtain all or any portion of the Financing). (b) Parent shall give will keep the Company reasonably informed of the status of its efforts to arrange the Financing and to satisfy the conditions thereof, including (i) giving the Company prompt notice (i) upon becoming aware having Knowledge of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto to the New Term Loan Facility or any termination of the New Term Loan Facility and (ii) upon the receipt Company’s reasonable request, advising and updating the Company, in a reasonable level of any written notice from any party to a New Sponsor Equity Commitment Letter detail, with respect to the status of the Financing and the anticipated closing of the Financing (which shall be at or prior to the Closing). Except as set forth in this Section 6.04, Parent shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), voluntarily reduce the committed principal amount of the New Term Loan Facility or amend, modify, supplement or waive any threatened breach of the conditions or contingencies to funding contained in the New Term Loan Facility or any other provision of, or remedies under, the New Term Loan Facility, in each case to the extent such amendment, modification, supplement or waiver would reasonably be expected to have the effect of directly or indirectly (A) impairing the enforceability of the New Term Loan Facility or reducing the aggregate amount of debt financing under the New Term Loan Facility (except (x) as required thereby or (y) concurrently with the entry into alternative debt financing arrangements described in clause (x) of the proviso at the end of this clause (b), in equal amounts to, and having conditions to funding that are no less favorable to Parent than the New Term Loan Facility), (B) adversely affecting in any material respect the ability of Parent to timely consummate the Transactions, (C) amending, modifying, supplementing or waiving the conditions or contingencies to the Financing in a manner materially adverse to the Company or (D) materially delaying or impeding the Closing; provided that notwithstanding any other provision of this Agreement, Parent shall be entitled from time to time to (x) substitute other debt financing (in equal amounts to, and having conditions to funding that are no less favorable to Parent than the New Term Loan Facility) for all or any portion of the Financing from the same or alternative financing sources (including, for the avoidance of doubt, one or more issuances of debt securities; provided, that such debt securities shall not be convertible into, exchangeable for or otherwise linked to, any equity securities), and (y) amend, restate, replace, supplement or otherwise modify the New Sponsor Equity Commitment Letter Term Loan Facility for the purpose of adding agents, co-agents, lenders, arrangers, bookrunners or threatened termination other persons that have not executed the New Term Loan Facility as of any such New Sponsor Equity Commitment Letterthe date of this Agreement, in each case, subject to subclauses (A), (B), (C) and (D) above. (c) Each party hereto shall provideUpon any such amendment, and shall cause each of its Subsidiaries and each of their respective Representatives to providerestatement, all cooperation as may be reasonably required with respect to the Equity Financing replacement, supplement or any debt financing or indebtedness of the Company modification, in connection accordance with the consummation terms of this Section 6.04, the Transactionsterm “New Term Loan Facility” shall mean for all purposes of this Agreement the New Term Loan Facility as so amended, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by restated, replaced, supplemented or modified. Parent and (B) the election shall promptly make available to the Company Board true and complete copies of any such amendment, restatement, replacement, supplement or modification (with only the fee amounts and certain other provisions redacted, which redacted provisions shall not affect the principal amount or availability of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iiiFinancing). (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Merger.

Financing. (a) Subject After the date hereof the Parent may add to or replace the Existing Debt Financing Commitments with additional or replacement debt commitments (the “New Debt Financing Commitments,” and together with Existing Debt Financing Commitments, the “Debt Financing Commitments”), pursuant to which such lenders party thereto have committed, subject to terms thereof, to provide or cause to be provided the amounts set forth therein (the “New Debt Financing,” and together with the Existing Debt Financing, the “Debt Financing”) or equity financing commitments (the “New Equity Financing Commitments,” and together with the Debt Financing Commitments, the “Financing Commitments”), pursuant to which such parties have committed, subject to the terms thereof, to invest the cash amounts set forth therein (the “Equity Financing,” and conditions of this Agreementtogether with the Debt Financing, each of the “Financing”). Parent and Merger Sub shall use its reasonable best efforts to consummate the Equity Financing at or prior as promptly as practicable deliver to the Effective Time. (b) Parent shall give the Company prompt notice (i) upon becoming aware true and complete copies of any breach commitment letters executed after the date hereof. Notwithstanding the foregoing, neither Parent nor Purchaser shall agree to or permit any replacement of, or amendment, supplement or other modification to be made to, or any waiver of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto remedy under, the Financing Commitments if such replacement, amendment, supplement, modification, waiver or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provideremedy, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness of the Company in connection with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase would result in the size amount available thereunder, together with Parent’s available cash, cash equivalents, fully committed and available lines of credit and definitive financing commitments, being less than the Company Board aggregate amount that is required to consummate the transactions contemplated hereby, adversely amends or expands the conditions to drawdown the Financing in any respect that would make such number as is requested in writing by Parent and (B) conditions materially less likely to be satisfied, that would reasonably be expected to delay the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to Purchase Time or the Effective Time, and (ii) or is materially adverse to the interests of the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective taken as a whole prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior Parent and Purchaser shall keep the Company reasonably apprised of material developments relating to the occurrence Financing. For the avoidance of doubt, failure to obtain all or any portion of the Effective Time, Financing shall not in and of itself relieve or alter the obligations of Parent shall promptly reimburse and Purchaser to consummate the Company for any reasonable and documented out-of-pocket costs incurred transactions contemplated hereby on the terms contemplated by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii)this Agreement. (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Merger.

Financing. (a) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to consummate the Equity Financing at or prior to the Effective Time. (b) Parent shall give the Company prompt notice (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provideshall, and shall cause each of its Subsidiaries and each of their respective Representatives to, use its reasonable best efforts to providetake, or cause to be taken, all cooperation as may actions and to do, or cause to be reasonably required done, all things necessary, proper or advisable to arrange and consummate the Financing on the terms and conditions described in or contemplated by the Commitment Papers (including any “flex” provisions) to the extent required, when taken together with cash or cash equivalents held by Parent and the Company on the Closing Date and the other sources of funds available to Parent on the Closing Date, to refinance in full all amounts outstanding under the Company ABL Credit Agreement and the Senior Secured Indenture and to pay cash in lieu of fractional shares in accordance with Section 4.2(f), including using reasonable best efforts to (i) maintain in effect the Commitment Papers, (ii) satisfy (or, if determined advisable by Parent in its reasonable discretion, obtain the waiver of) on or prior to the Closing Date all conditions to funding and availability of the Financing contained in the Commitment Papers and such definitive agreements for the Financing to be entered into pursuant thereto, in each case, that are within the control of Parent, (iii) negotiate and enter into definitive agreements with respect to the Equity Financing contemplated by the Commitment Papers on terms and conditions not materially less favorable to Parent, taken as a whole, than those described in the Commitment Papers (including any “flex” provisions contained therein) on or prior to the Closing Date, (iv) enforce its rights under the Commitment Papers and (v) in the event that all conditions to funding and availability of the Financing contained in the Commitment Papers have been satisfied or waived, consummate the Financing contemplated by the Commitment Papers. In the event any debt financing or indebtedness portion of the Financing contemplated by the Commitment Papers becomes unavailable on the terms and conditions (including any “flex” provisions) contemplated in the Commitment Papers for any reason and such portion is necessary to refinance in full all amounts outstanding under the Company ABL Credit Agreement and the Senior Secured Indenture, to pay cash in lieu of fractional shares in accordance with Section 4.2(f) and to pay the fees and expenses relating to the Merger and the Financing (A) Parent shall promptly notify the Company in connection with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective TimeParent shall, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any shall cause each of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with to, use its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use reasonable best efforts to obtain, execute as promptly as practicable following the occurrence of such event, alternative financing for any such portion from alternative sources (the “Alternative Financing”) in an amount not less than such unavailable and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, necessary funds and succession to, the Company’s obligations under the 2022 Indenture which (1) does not involve terms and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Merger.conditions that,

Financing. (a) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to arrange and obtain the Financing on the terms and conditions described in the Financing Documents, including using reasonable best efforts to (i) negotiate and enter into the Debt Financing Agreement with respect to, and on the terms and conditions contained in, the term sheet set out in the Debt Commitment Letter as promptly as reasonably practicable after the date hereof, the terms and conditions of which shall not impose new or additional conditions, or otherwise enhance or expand upon or adversely modify the conditions to the closing of the Debt Financing contained in the Debt Commitment Letter, (ii) maintain in full force and effect the Financing Documents, (iii) satisfy on a timely basis all conditions in the Debt Financing Agreement, (iv) fully enforce its rights under the Debt Financing Agreement and (v) consummate the Equity Financing at or prior to the Effective Time. Closing. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in any of the Financing Documents, (bx) Parent shall give promptly so notify the Company, and (y) each of Parent and Merger Sub shall use its reasonable best efforts to arrange and obtain promptly any such portion from alternative debt financing (the “Alternative Financing”) in an amount sufficient, when added to the portion of the Financing that is available and the Company prompt notice Cash Financing, to consummate the transactions contemplated by this Agreement on terms and conditions not less favorable, taken as a whole, to Parent and Merger Sub (ias determined in the reasonable judgment of Parent) upon becoming aware of any breach of any material provision of any New Sponsor Equity than those in the Debt Commitment Letter or termination the Debt Financing Agreement. Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Financing and, if applicable, the Alternative Financing and shall deliver to the Company as promptly as practicable after such execution, true and complete copies of all Contracts or other arrangements (including fee letters), under which any New Sponsor Equity Commitment Letter by such Alternative Financings is provided, except for any party thereto such Contracts or other arrangements that do not impact the conditionality of the Alternative Financing (the “Alternative Financing Agreements”). To the extent applicable, the obligations of each of Parent and Merger Sub in clauses (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (cv) Each party hereto under this Section 6.14(a) shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required apply with respect to the Equity Alternative Financing or any debt financing or indebtedness of the Company in connection with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii)Alternative Financing Agreements. (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Merger.

Financing. (a) Subject to the terms and conditions Each of this AgreementHoldco, each of Parent and Merger Sub shall use its reasonable best efforts to consummate take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Equity Financing on the terms and conditions described in the Financing Commitments, including by (i) maintaining in effect the Financing Commitments, (ii) satisfying on a timely basis all conditions applicable to Holdco, Parent and Merger Sub in the Financing Commitments that are within their control, including without limitation paying when due all commitment fees and other fees arising under the Financing Commitments as and when they become due and payable thereunder, and (iii) consummating the financing contemplated by the Financing Commitments at or prior to the Effective Time. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter, (x) Holdco, Parent and Merger Sub shall promptly notify the Company and (y) Holdco, Parent and Merger Sub shall use their reasonable best efforts to arrange and obtain alternative financing from alternative sources in an amount sufficient to consummate the Transactions with terms and conditions that are not less favorable in any material respect (as determined by Parent) than the terms and conditions set forth in the Debt Commitment Letter as promptly as practicable following the occurrence of such event (the “Alternative Financing”). If any Parent Party becomes aware of the existence of any fact or event that would reasonably be expected to cause the Debt Financing to become unavailable on the terms and conditions contemplated by the Debt Commitment Letter, Holdco, Parent and Merger Sub shall use their reasonable best efforts to either cure or eliminate such fact or event, or to arrange and obtain the Alternative Financing. The Parent Parties shall promptly provide a true and complete copy of each alternative financing agreement (together with a redacted copy of any related fee letter) to the Company. (b) None of Holdco, Parent nor Merger Sub shall give amend, alter or waive, or agree to amend, alter or waive, any term of the Financing Commitments without the prior written consent of the Company prompt notice Board if such amendments, alterations or waivers would (i) upon becoming aware reduce the aggregate amount of the Debt Financing, or (ii) impose new or additional conditions that would reasonably be expected to prevent or materially delay the ability of Holdco, Parent or Merger Sub to consummate the Merger; provided, that notwithstanding any other provision of this Agreement, Holdco, Parent and Merger Sub shall be entitled from time to time to (x) amend, restate, supplement, replace, substitute or otherwise modify, or waive any of its rights under, the Financing Commitments and/or replace or substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative financing sources, subject to clauses (i) and (ii) above, and (y) amend, restate, supplement, replace, substitute or otherwise modify the Debt Commitment Letter for the purposes of adding agents, co-agents, lenders, managers, co-managers, arrangers, bookrunners or other Persons that have not executed the Debt Commitment Letter as of the date hereof so long as such amendment, restatement, supplement, replacement substitution or modification is otherwise in compliance with this Section 6.14(b). The Parent Parties shall promptly notify the Company of (i) the expiration or termination of any Financing Commitment, (ii) any breach of any material provision provisions of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter the Financing Commitments by any party thereto or (iiiii) upon any refusal by the receipt of any written notice from any party parties to a New Sponsor Equity Commitment Letter with respect the Financing Commitments to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letterprovide the full financing contemplated by the Financing Commitments. (c) Each party hereto shall Holdco, Parent and Merger Sub acknowledge and agree that the obtaining of the Financing (including any Alternative Financing) is not a condition to the Closing, and reaffirms its obligation to consummate the Merger and the other transactions contemplated hereby, irrespective and independent of the availability of the Financing, subject to the applicable conditions set forth in Article VII and the requirements of Section 1.02. (d) Prior to the Effective Time, the Company agrees to use reasonable best efforts to provide, and shall cause each Subsidiary of its Subsidiaries the Company and each of their respective Representatives officers, employees and representatives to use reasonable best efforts to provide, to Holdco, Parent and Merger Sub (at Parent’s sole cost and expense), all reasonable cooperation as may be reasonably requested by the Parent Parties or their Representatives in connection with the Debt Financing and any Alternative Financing, including, without limitation, (i) participating in a reasonable number of meetings, presentations, due diligence sessions, road shows, sessions with rating agencies and other meetings, including arranging for reasonable direct contact between senior management, representatives and advisors of the Company with representatives of the Parent Parties and their Debt Financing and/or Alternative Financing sources, (ii) assisting in the preparation of offering memoranda, private placement memoranda, bank information memoranda (including a public side version which does not contain non-publicly available information), prospectuses, rating agency presentations and similar documents reasonably requested by the Parent Parties or their Representatives in connection with the Debt Financing and/or Alternative Financing (including using reasonable best efforts to obtain consents of accountants for use of their reports in any materials relating to the Debt Financing and/or Alternative Financing and delivery of one or more customary representation letters), (iii) promptly furnishing the Parent Parties and their Debt Financing and/or Alternative Financing sources with financial and other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by the Parent Parties and their Debt Financing and/or Alternative Financing sources, including, without limitation, all financial statements and financial and non-financial information regarding the Company and its Subsidiaries as may be reasonably requested by the Parent Parties and of the type and form customary for the placement, arrangement and/or syndication of loans or distribution of debt contemplated by (or otherwise required as a condition to funding under) the Debt Commitment Letter (the information required to be delivered in this clause (iii), the “Required Information”), (iv) cooperating with advisors, consultants and accountants of the Parent Parties or their Debt Financing sources with respect to the Equity Financing conduct of any examination, appraisal or review of the financial condition or any debt financing of the assets or indebtedness liabilities of the Company or any Subsidiary of the Company, including for the purpose of establishing collateral eligibility and values, (v) using reasonable best efforts to obtain accountants’ comfort letters and legal opinions as may be reasonably requested by the Parent Parties, (vi) executing and delivering any pledge and security documents, commitment letters, underwriting or placement agreements or other definitive financing documents conditioned upon Closing, or other ancillary documentation including certificates, legal opinions or documents as may be reasonably requested by the Parent Parties or their Representatives (including a certificate of the chief financial officer of the Company or any borrower Subsidiary of the Company with respect to solvency matters) or otherwise facilitate the pledging of collateral, the delivery of pay-off letters and other cooperation in connection with the consummation pay-off of the Transactionsexisting Indebtedness and release of all related Liens, including (ivii) the Company obtaining approval of taking all actions reasonably necessary to (A) an increase permit the prospective lenders involved in the size Debt Financing and/or any Alternative Financing to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of the Company Board to such number as is requested in writing by Parent establishing collateral arrangements and (B) establishing bank and other accounts (including escrow accounts), blocked account agreements and lock box arrangements in connection with the election foregoing, provided that such accounts, agreements and arrangements shall not become active or take effect until the Effective Time, (viii) entering into one or more credit or other agreements on terms satisfactory to the Company Board of Parent Parties in connection with the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of Debt Financing and/or any Alternative Financing immediately prior to the Effective Time, provided that such agreements and arrangements shall not become active or take effect until the Effective Time, (ix) furnishing Holdco, Parent, Merger Sub and its Representatives promptly with all documentation and other information required with respect to the Debt Financing and/or any Alternative Financing under applicable “know your customer” and anti-money laundering rules and regulations and (iix) furnishing Holdco, Parent, Merger Sub and its Representatives promptly upon its request with a list of contractual arrangements existing as of a date specified by Holdco, Parent, Merger Sub or its Representative pursuant to which the Company using commercially has an obligation to sell, lease, license, surrender, transfer, lend or otherwise dispose of such assets, in reasonable efforts details and furnishing Holdco, Parent, Merger Sub and its Representatives such supporting documents requested thereby. (e) The Company will take all corporate actions reasonably necessary to ensure that permit the Parent and the Surviving Company benefit from the existing lending relationships consummation of the Group Companies Debt Financing and/or any Alternative Financing, including without limitations the execution and delivery of any other certificates, instruments or documents, and to permit the proceeds thereof, together with cash at the Company and its Subsidiaries, to be made available to the extent requested Company on the Closing Date to consummate the Merger. The Company shall promptly notify Parent if any information furnished by Parentthe Company or any of its Subsidiaries pursuant to this Section 6.14(c) is or becomes inaccurate, incomplete or misleading in any material respect. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment fee or similar fee or incur any liability with respect to the Debt Financing or any Alternative Financing prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior Closing. The Company hereby consents to the Effective Timeuse of its and its Subsidiaries’ logos in connection with the Debt Financing and/or any Alternative Financing. If this Agreement is terminated in accordance with its terms prior Parent shall, promptly upon request by the Company, reimburse (or cause the applicable borrowers to the occurrence of the Effective Time, Parent shall promptly reimburse reimburse) the Company for any all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by it the Company or any of its Subsidiaries in connection with the Company’s compliance with cooperation of the Company and its Subsidiaries contemplated by this Section 6.07(c)(i6.14(d) through (iii). (d) The Company and shall use reasonable best efforts to obtain, execute indemnify and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, hold harmless the Company’s obligations under the 2022 Indenture , its Subsidiaries and the Facility Agreement, including (i) customary closing certificates their respective Representatives from and other similar documents as may be reasonably requested against any and all liabilities or losses suffered or incurred by the trustee any of the 2022 Notes or as may be required under the Facility Agreement them in connection with the consummation arrangement of the TransactionsDebt Financing or Alternative Financing and any information used in connection therewith (except with respect to any information provided by or on behalf of the Company or any of its Subsidiaries), including except in the event such liabilities or losses arose out of or result from the willful misconduct of the Company, its Subsidiaries or any of their respective Representatives. (f) Nothing in this Section 6.14 or any other provision of this Agreement shall require, and in no event shall the “reasonable best efforts” of Holdco, Parent or Merger and Sub be deemed or construed to require, Holdco, Parent or Merger Sub to (i) seek the Equity Financing from a source other than the Sponsors or in any amount in excess of that contemplated by the Equity Commitment Letter, (ii) customary waive any term or condition of this Agreement, or (iii) commence any legal opinions as are required by the 2022 Indenture action or the Facility Agreement in connection with the consummation of the Transactions, including the Mergerproceeding against any financing source.

Financing. (a) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to consummate obtain the Equity Financing at on the terms and conditions described in the Financing Commitments, including using its reasonable best efforts (i) to negotiate definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitments, (ii) to satisfy all conditions applicable to Parent, or prior Merger Sub in such definitive agreements, (iii) to comply with its obligations under the Financing Commitments, (iv) to obtain alternative financing commitments on terms no less favorable to Parent, Merger Sub or the Company than the current Financing Commitments if the current Financing Commitments become unavailable, and (v) to not agree to any amendment or modification to be made to, or any waiver of any material provision or remedy under the Financing Commitments, if such amendment, modification, waiver or remedy reduces the aggregate amount of the Financing or amends the conditions precedent to the Effective Time. (b) Financing in a manner that would reasonably be expected to delay or prevent the consummation of the Merger or make the funding of the Financing less likely to occur. Parent shall give the Company prompt notice (i) upon becoming aware of any material breach by any party of the Financing Commitments or any termination of the Financing Commitments. Parent shall keep the Company informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange the Debt Financing and provide to the Company copies of all documents related to the Financing Commitments and the Financing (other than any ancillary documents subject to confidentiality agreements, including fee letters and engagement letters). In the event that (i) all conditions in Sections 6.1 and 6.3 have been satisfied (or, with respect to certificates to be delivered at the Closing, are capable of being satisfied upon the Closing) at the time when the Closing would have occurred but for the failure of the Financing Commitments to be funded, (ii) the financing provided for by the Debt Commitments has been funded or Parent has received written notification that it will be funded at the Closing if the Buyer Group Commitments are funded at the Closing, and (iii) the Company has irrevocably confirmed that if the Financing is funded such that the Closing pursuant to Section 1.2 could occur, the Company is willing to waive all conditions in Section 6.2, then Parent shall enforce its rights under the Financing Commitments to cause the Financing Commitments to be funded at the Closing. If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letters, (A) Parent and Merger Sub shall promptly notify the Company and (B) Parent and Merger Sub shall use their reasonable best efforts to seek to arrange and obtain alternative financing from alternative sources on terms no less favorable to Parent, Merger Sub or the Company than the current Financing Commitments in an amount sufficient to consummate the merger which would not reasonably be expected to prevent, materially impede or delay the consummation of the transactions contemplated by this Agreement. Parent shall give the Company prompt notice of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter breach by any party thereto to the Financing Commitments or (ii) upon the receipt of any written notice from condition not likely to be satisfied, in each case, of which Parent or Merger Sub becomes aware or any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of the Financing Commitments. Parent and Merger Sub acknowledge and agree that the obtaining of the Financing, or any such alternative Financing, is not a condition to Closing. In connection with its obligations under this Section 5.9, Parent shall not be restricted from amending, modifying or replacing the Debt Commitment Letters with new Financing Commitments, including through co-investment by or financing from one or more other additional parties (the “New Sponsor Equity Commitment LetterFinancing Commitments”) if the same does not reduce the aggregate amount of Parent’s financing or amend the conditions to drawdown in a manner adverse to the Company’s interests hereunder or otherwise delay or prohibit consummation of the Merger or other transactions contemplated hereby. (cb) Each party hereto The Company shall provide, and shall cause each of its Subsidiaries and each of its and their respective Representatives Representatives, including legal and accounting, to provide, all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness of the Company requested by Parent and that is customary in connection with the consummation arrangement of the TransactionsFinancing, and the other transactions contemplated by this Agreement, provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company, including (i) providing information as promptly as practicable relating to the Company obtaining approval and its Subsidiaries to the parties providing the Financing, (ii) participating in a reasonable number of meetings, drafting sessions and due diligence sessions in connection with the Financing, (iii) providing assistance in the preparation of (A) an increase in the size one or more offering documents or confidential information memoranda for any of the Company Board to such number as is requested Debt Financing (including the execution and delivery of one or more customary representation letters in writing by Parent connection therewith) and (B) materials for rating agency presentations, (iv) reasonably cooperating with the election to the Company Board marketing and syndicating efforts for any of the individuals who will serve as directors of the Surviving CompanyDebt Financing, in each case of clauses including providing (A) assistance in the preparation for, and participating in, meetings, due diligence sessions and similar presentations to and with, among others, prospective lenders, investors and rating agencies and (B) for the use of the Company’s logo in connection with such marketing and syndicating efforts (provided that such logo is used solely in a manner that is not intended to nor reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries and its or their marks), (v) executing and delivering (or obtaining from advisors), and causing its Subsidiaries to execute and deliver (or obtain from advisors), customary certificates (including solvency certificates), comfort letters, legal opinions or other documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the Financing as may be reasonably requested by Parent in connection with the Financing and otherwise facilitating the pledge of collateral and providing of guarantees contemplated by the Debt Commitment Letter; provided, however, that no obligation of the Company or any of its Subsidiaries under any such certificate, document or instrument (other than the representation letters referred to above) shall be effective as until the Effective Time and none of immediately the Company or any of its Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability in connection with the Financing prior to the Effective Time, and (iivi) providing Parent with (A) customary pay-off letters with respect to the current credit facilities of the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent its Subsidiaries and (B) recordable form lien releases, canceled notes and other documents reasonably requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee Parent prior to the Effective Time Closing indicating that all Liens resulting from such credit facilities shall be satisfied, terminated and discharged on or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective TimeClosing Date. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective TimeThe Company shall request, and Parent shall promptly promptly, upon such request, reimburse the Company for any all reasonable and documented out-of-pocket costs incurred by it the Company or any of its Subsidiaries in connection with the foregoing cooperation and shall indemnify and hold harmless the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption ofits Subsidiaries, and succession totheir respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with such cooperation or the Company’s obligations under Financing. All material, non-public information regarding the 2022 Indenture Company and its Subsidiaries provided to Parent or Merger Sub or their Representatives pursuant to this Section 5.9 shall be kept confidential by them in accordance with the Facility Agreement, including (i) customary closing certificates and other similar documents Confidentiality Agreements except for disclosure to potential financing sources as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger Financing Commitments (and (ii) then subject to customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Mergerconfidentiality protections).

Financing. (a) Subject to As of the terms and conditions date of this Agreement, each Pxxxxx has delivered to the Company a true and complete copy of Parent the executed Debt Commitment Letter and Merger Sub shall use its reasonable best efforts the Debt Fee Letters, which Debt Fee Letters have been redacted for fees, pricing terms, “market flex” provisions (if any) and other terms that are customarily redacted (including any dates related thereto), none of which would reasonably be expected to consummate reduce the Equity aggregate principal amount of the Debt Financing at to be funded on the Closing Date or impose additional conditions precedent to the funding of the Debt Financing on the Closing Date. The Debt Commitment Letter has not been amended or modified in any manner prior to the Effective Time. date of this Agreement. As of the date of this Agreement, neither Parent nor any of its Affiliates has entered into any agreement, side letter or other commitment or arrangement relating to the financing of the transactions contemplated by this Agreement, including the Offer and the Merger, that imposes conditions precedent to the funding of the Debt Financing on the Closing Date or would otherwise affect the availability of the Debt Financing on the Closing Date, in each case, other than the Debt Commitment Letter and the Debt Fee Letters or any customary engagement letters or non-disclosure agreements which do not impact the conditionality or amount of the Debt Financing and that, in the case of such customary engagement letters, copies of which (bthat may include customary redactions) have been delivered to the Parent shall give as of the Company prompt notice date hereof. Assuming satisfaction of the Offer Conditions and that the Debt Financing is funded on the Closing Date in accordance with the Debt Commitment Letter, as of the date of this Agreement, the aggregate proceeds of the Debt Financing (i) upon becoming aware both before and after giving effect to the exercise of any breach or all “market flex” provisions (if any) related thereto), together with any cash on hand, available lines of any material provision credit (including under Borrower’s existing revolving credit and securitization facilities) and other sources of any New Sponsor Equity Commitment Letter or termination immediately available funds of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party Parent, will be sufficient to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness of the Company in connection with the consummation of the Transactions, including finance (i) the Company obtaining approval of (A) an increase in the size payment of the Company Board to such number as is requested in writing by Parent and (B) the election to aggregate Per Share Price, the Company Board PSU Consideration and Company RSA Consideration to which holders of the individuals who Company Common Stock, Company PSUs and Single-Trigger RSAs will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to be entitled at the Effective Time, Time pursuant to this Agreement and (ii) the Company using commercially reasonable efforts to ensure that payment of all fees and expenses, in the Parent case of each of clauses (i) and the Surviving Company benefit from the existing lending relationships of the Group Companies (ii), to the extent requested required to be paid by Parent. Neither Parent or Merger Sub on the Closing Date in connection with consummation of the transactions contemplated by this Agreement, including the Offer, the Merger, repaying all principal, interest and fees outstanding under the Company nor Credit Agreement and the Redemption and/or Discharge (the minimum amount sufficient to finance such payments, the “Required Amount”). As of the date of this Agreement, the commitments contained in the Debt Commitment Letter have not been withdrawn or rescinded in any respect. As of its Subsidiaries shall the date of this Agreement, the Debt Commitment Letter is in full force and effect and represent valid, binding and enforceable obligations (xsubject to the Enforceability Limitations) of Parent and, to the Knowledge of Parent, each other party thereto to provide the financing contemplated thereby subject only to the satisfaction or waiver of the Financing Conditions. Parent has fully paid (or caused to be required to pay paid) any commitment and all fees that are due and payable on or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If date of this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation Debt Financing. Assuming performance by the Company and its Affiliates of their respective obligations under this Agreement, as of the Transactionsdate of this Agreement, including no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the Merger and part of Parent or, to the Knowledge of Parent, any other party thereto under any term of the Debt Commitment Letter. As of the date of this Agreement, Pxxxxx has no reason to believe that it or any other party thereto will be unable to satisfy on a timely basis any term of the Debt Commitment Letter. Assuming satisfaction of the Offer Conditions, as of the date of this Agreement, Parent has no reason to believe that (i) any of the Financing Conditions will not be satisfied or (ii) customary legal opinions as the Debt Financing will not be made available to Parent on the Closing Date. Parent and Merger Sub expressly agree and acknowledge that their obligations hereunder, including Pxxxxx’s and Merger Sub’s obligations to consummate the Offer and the Merger, are required by the 2022 Indenture not subject to, or conditioned on, Parent’s or Merger Sub’s consummation of any financing arrangements, Parent’s or Merger Sub’s obtaining of any financing or the Facility Agreement in connection with the consummation availability, grant, provision or extension of the Transactions, including the any financing to Parent or Merger.

Financing. (a) Subject to the terms and conditions of this AgreementAgreement (including Section 4.13), each of Parent and Merger Sub Investor shall use its reasonable best efforts to consummate arrange for the Company to obtain the proceeds of the Debt Financing on the terms and conditions (including the flex provisions) described in the Debt Financing Commitments and any related Fee Letter and Engagement Letter, including using its reasonable best efforts to (i) maintain in effect the Debt Financing Commitments in accordance with the terms and subject to the conditions thereof, (ii) assist in the satisfaction on a timely basis of all conditions applicable to the Company (as assignee of Investor’s rights and obligations under the Debt Financing Commitments) in obtaining the Debt Financing at the Closing set forth therein (including consummating the Equity Financing on the terms set forth in the Equity Financing Commitment at or prior to Closing), and (iii) negotiate definitive agreements with respect to the Effective TimeDebt Financing on the terms and conditions (including the flex provisions) contemplated by the Debt Financing Commitments and related Fee Letter (provided that Investor shall provide copies thereof to Seller on a current basis and consider in good faith any changes or comments thereto reasonably proposed by Seller and otherwise keep Seller reasonably informed on a current basis of the status of its efforts to arrange the Debt Financing and afford Seller and the Company the opportunity to attend and participate in any scheduled meetings or negotiations relating to the Debt Financing). Investor shall not, and shall not agree with Guarantor to, enter into any amendment, supplement or other modification of, or waive any of its rights under, the Equity Financing Commitment. Investor may (i) amend, replace or modify the Debt Financing Commitments and any related Fee Letter and Engagement Letter to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities or (ii) otherwise amend, replace or modify, or consent to any waiver of any provision or remedy under, the Debt Financing Commitments, other than any amendment, replacement, modification, consent or waiver set forth in Schedule 4.12, each of which shall require the prior written consent of Seller, which, upon request, shall be promptly given or denied. For the avoidance of doubt, nothing contained herein shall prevent Investor from reallocating the Debt Financing among the ABL Facility (as defined in the Debt Financing Commitment) and the Secured Interim Facility (as defined in the Debt Financing Commitment), in each case in accordance with the terms of the Debt Financing Commitment, or reducing the total amount of funds available under the Debt Financing, provided that in either case the representations and warranties set forth in the last sentence of Section 3.6 remain true and correct. Investor shall obtain the Equity Financing contemplated by the Equity Financing Commitment upon satisfaction or waiver of the conditions to closing in Section 6.2 (other than those conditions that by their nature will not be satisfied until the Closing and subject to and in accordance with the terms of the Equity Financing Commitment). Subject to the terms and conditions of this Agreement (including Section 4.13), in the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitments, Investor shall promptly notify Seller and shall use its reasonable best efforts to arrange for alternative financing from alternative sources (1) in an amount such that the aggregate funds that would be available to the Company at the Closing will be sufficient to pay all amounts contemplated by Section 1.3(b) of this Agreement to be paid by it and to perform its obligations hereunder, (2) with conditions to closing and funding of which are not, when taken as a whole, more onerous than those in the Debt Financing Commitments, and (3) which shall not (absent the prior written consent of Seller) include terms that would require Seller’s consent pursuant to Schedule 4.12. Investor shall promptly (and on a current basis) deliver to Seller true and complete copies of all drafts of any alternative financing commitments (and consider in good faith any changes or comments thereto reasonably proposed by Seller) and all final agreements pursuant to which any such alternative source shall have committed to provide Investor with any portion of the Debt Financing. For purposes of this Section 4.12, Section 3.6 and Section 4.13, references to “Debt Financing” shall include the financing contemplated by the Debt Financing Commitments as permitted by this Section 4.12 to be amended, modified or replaced and references to “Debt Financing Commitments”, “Fee Letter” and “Engagement Letter” shall include such documents as permitted by this Section 4.12 to be amended, modified or replaced, in each case from and after such amendment, modification or replacement. (b) Parent Nothing contained in this Agreement or otherwise shall give require, and in no event shall the Company prompt notice reasonable best efforts of Investor be deemed or construed to require, Investor to bring any enforcement action against any source of the Financing to enforce its rights under the Financing Commitments, except that (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter Investor shall enforce, including by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall providebringing suit for specific performance, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness Commitment solely if Seller seeks and is granted a decree of specific performance of the Company in connection with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election obligations pursuant to the Company Board terms of this Agreement to cause the individuals who will serve as directors of Equity Financing to be funded to fund the Surviving Company, in each case of clauses (A) Investment and (B), effective as of immediately prior to consummate the Investment after all conditions to the Effective Time, granting therefor set forth in Section 10.3(b) have been satisfied and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested following a written request by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective TimeSeller, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company Investor shall use its reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for enforce (including by litigation) its rights under the Surviving Company’s due assumption of, and succession Debt Financing Commitments to cause the Financing Sources thereunder to, subject to the Company’s obligations under terms and conditions of the 2022 Indenture Debt Financing Commitments and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee satisfaction or waiver of the 2022 Notes or as may be required under conditions in ARTICLE VI hereof, fund the Facility Agreement in connection with the consummation applicable portion of the Transactions, including Debt Financing at the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the MergerClosing.

Financing. (a) Subject To the extent that the Parent does not have cash currently available that is sufficient to enable it to consummate the terms and conditions of this AgreementMerger, each of Parent and Merger Sub shall use its reasonable best efforts to consummate the Equity Financing at take, or prior cause to the Effective Time. (b) Parent shall give the Company prompt notice (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives to providebe taken, all cooperation actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and procure and have available, as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness of the Company Closing, funds sufficient to pay all of the cash amounts required to be provided by Parent for the consummation of the transactions contemplated hereby, including the amounts payable in connection with the consummation of the TransactionsMergers, including (i) the Company obtaining approval of (A) an increase in the size all related fees and expenses required to be paid as of the Company Board date of the consummation of the Mergers and the funds to such number as is requested in writing be provided by (or on behalf of) Parent and (B) the election to the Company Board to enable the Company to fund the repayment or refinancing of the individuals who will serve as directors Notes (if elected by Parent) and the Company Credit Agreements. In furtherance of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Timeforegoing, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use its reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for cause the Surviving Company’s due assumption of, and succession to, the Company’s Financing Sources to comply with their obligations under the 2022 Indenture and the Facility Agreementany applicable debt commitment letters, including (i) customary closing certificates the Debt Commitment Letter, or definitive financing agreements and to fund, subject to the satisfaction or waiver of the conditions set forth in the Debt Commitment Letter or other similar documents as may be definitive financing agreements, on or before the Closing Date any financing required to consummate the transactions contemplated hereby. Parent shall keep the Company informed when so reasonably requested by the trustee Company and in reasonable detail of the 2022 Notes or as may be status of its efforts to arrange any financing required under the Facility Agreement in connection with the consummation of the Transactionstransactions contemplated hereby, including any Debt Financing, and to satisfy the conditions thereof, including advising and updating the Company, in a reasonable level of detail, with respect to any material developments concerning the status of such financing, including any Debt Financing, and the proposed funding date thereunder. (b) Notwithstanding anything to the contrary contained herein, Parent’s obligations hereunder are not subject to any condition regarding Parent’s or any of its Affiliates’ obtaining funds to consummate the Mergers and the transactions contemplated by this Agreement, including the Merger payment of any fees and (ii) customary legal opinions as are required by the 2022 Indenture expenses and repayment or the Facility Agreement in connection with the consummation refinancing of the Transactions, including Notes (if elected by Parent) and the MergerCompany Credit Agreements.

Financing. (a) Subject Purchaser shall and shall cause its Affiliates to take, or cause to be taken, all actions, and to do, or cause to be done all things necessary, proper or advisable to consummate the Financing or any Substitute Financing (as defined below) as promptly as possible following the date hereof, including, (i) complying with and maintaining in effect the Commitment Letter, (ii) negotiating and entering into definitive agreements with respect to the Financing including the terms and conditions contained in the Commitment Letter so that such agreements are in effect no later than the Closing, (iii) satisfying as soon as possible and on a timely basis all the conditions to the Financing and the definitive agreements related thereto, (iv) accepting to the fullest extent all “market flex” contemplated by the Commitment Letter (or any fee letter relating thereto) and (v) enforcing its rights under the Commitment Letter in the event of a breach by the Financing Parties that could reasonably be expected to impede or delay Closing. In the event that all conditions to the Commitment Letter have been satisfied or, upon funding shall be satisfied, Purchaser and its Affiliates shall use their best efforts to cause the Financing Parties to fund on the Closing Date the Financing, to the extent the proceeds thereof are required to consummate the Merger and the other transactions contemplated hereby (including by taking enforcement action to cause the Financing Parties to fund such Financing). Purchaser shall, after obtaining Knowledge thereof, give Company prompt written notice of any (A) breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any breach or default) by a Financing Party or any party to any definitive document related to the Financing, (B) actual or threatened withdrawal, repudiation or termination of the Financing by the Financing Parties, (C) material dispute or disagreement between or among any parties to the Commitment Letter or any definitive document related to the Financing, (D) amendment or modification of, or waiver under, the Commitment Letter or any related fee letters or (E) change, circumstance or event which causes Purchaser or Merger Sub to believe that it will not be able to timely obtain all or any portion of the Financing on the terms, in the manner or from the Financing Parties or sources contemplated by the definitive documents related to the Financing. Purchaser shall keep Company informed on a reasonably current basis of the status of its efforts to arrange the Financing contemplated by the Commitment Letter, including providing copies of all definitive agreements related to the Financing. Other than as permitted pursuant to the immediately following sentence, neither Purchaser nor its Affiliates shall materially amend, modify, terminate, assign or agree to any waiver under the Commitment Letter or any related fee letters without the prior written approval of Company that would (I) reduce the aggregate amount of the Financing (including by increasing the amount of fees to be paid or original issue discount) or (II) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the Financing, or otherwise expand, amend or modify any other provision of the Commitment Letter or the related fee letters in a manner that would reasonably be expected to (1) delay or prevent or make less likely the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or (2) adversely impact the ability of Purchaser or Merger Sub, as applicable, to enforce its rights against the Financing Parties or any other parties to the Commitment Letter or the definitive agreements with respect thereto. Notwithstanding the foregoing, Purchaser shall be permitted to reduce the amount of Financing by an amount equal to the net cash proceeds received by Purchaser from any offering of (i) debt or equity securities issued by Purchaser or (ii) syndicated term loans of or guaranteed by Purchaser or any of its Subsidiaries, in each case, after the date hereof and prior to the Closing Date (provided that the funding of the Merger Consideration is described as a use of proceeds in any prospectus or term loan agreement, as applicable, related to such offering) (“Offering Proceed”), provided that Purchaser shall not reduce the Financing to an amount committed below the amount that is required, together with the financial resources of Purchaser and Merger Sub, including cash on hand and marketable securities of Purchaser, Company and their respective Subsidiaries that are committed to fund the Merger Consideration, to consummate the Merger and the transactions contemplated by this Agreement, and provided, further, that such reduction shall not (A) expand upon or amend in any way that is adverse to the Company the conditions precedent to the Financing as set forth in the Commitment Letter or (B) prevent or materially impede or materially delay the availability of the Financing and/or the consummation of the Merger and the transactions contemplated by this Agreement. In the event that new commitment letters are entered into in accordance with any amendment, replacement, supplement or other modification of the Commitment Letter permitted pursuant to this Section 5.14, such new commitment letters shall be deemed to be a part of the “Financing” and deemed to be the “Commitment Letter” for all purposes of this Agreement. Purchaser shall promptly deliver to Company copies of any termination, amendment, modification, waiver or replacement of the Commitment Letter or any fee letters. If funds in the amounts set forth in the Commitment Letter, or any portion thereof, become unavailable, or it becomes reasonably likely that such funds may become unavailable to Purchaser on the terms and conditions set forth therein, in each case, other than as a result of Parent receipt of Offering Proceeds, Purchaser shall, and shall cause its Affiliates, as promptly as practicable following the occurrence of such event to (x) notify Company in writing thereof, (y) obtain substitute financing (on terms and conditions that are not materially less favorable to Purchaser and Merger Sub shall use its reasonable best efforts Sub, taken as a whole, than the terms and conditions as set forth in the Commitment Letter, taking into account any “market flex” provisions thereof) sufficient to enable Purchaser to consummate the Equity Merger and the other transactions contemplated hereby in accordance with its terms (the “Substitute Financing”) and (z) obtain a new financing commitment letter that provides for such Substitute Financing at or prior and, promptly after execution thereof, deliver to Company true, complete and correct copies of the new commitment letter and the related fee letters (in redacted form reasonably satisfactory to the Effective TimePersons providing such Substitute Financing removing only the fee information, expense information and successful syndication information) and related definitive financing documents with respect to such Substitute Financing. Upon obtaining any commitment for any such Substitute Financing, such financing shall be deemed to be a part of the “Financing” and any commitment letter for such Substitute Financing shall be deemed the “Commitment Letter” for all purposes of this Agreement. Notwithstanding the foregoing, neither Purchaser nor any of its Affiliates shall enter into, or agree to enter into, any new commitments for any financing that would result in a reduction of the commitments set forth in the Commitment Letter unless the conditions precedent of such new commitments are not materially less favorable to Purchaser and its Affiliates than the conditions precedent set forth in the Commitment Letter as in effect on the date hereof. (b) Parent shall give Notwithstanding anything contained in this Agreement to the Company prompt notice (i) contrary, Purchaser expressly acknowledges and agrees that Purchaser’s and Merger Sub’s obligations hereunder are not conditioned in any manner upon becoming aware of Purchaser or Merger Sub obtaining the Financing, any Substitute Financing or any other financing. Purchaser’s breach of any material provision of any New Sponsor Equity Commitment Letter its representations or termination of any New Sponsor Equity Commitment Letter by any party thereto warranties in Section 3.1(f), Purchaser’s or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened Merger Sub’s breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination their respective obligations in this Section 5.14, the failure, for any reason, of Purchaser and Merger Sub to have sufficient cash available on the Closing Date to pay the Merger Consideration in accordance with Article II hereof (and any such New Sponsor Equity Commitment Letterother amounts that may have to be paid pursuant to Section 1.11) and/or the failure to so pay the Merger Consideration on the Closing Date, in each case, shall constitute a willful and intentional breach of this Agreement by Purchaser and Merger Sub. (c) Each party hereto For the period from the date hereof and the Closing, Company shall provide, provide and shall use its commercially reasonable efforts to cause each of its Subsidiaries Representatives, including legal, tax, regulatory and each of their respective Representatives accounting, to provide, all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness of the Company requested by Purchaser in connection with the consummation Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the TransactionsCompany and its Subsidiaries), including (i) as promptly as reasonably practicable providing information (financial or otherwise) relating to Company to the Persons providing the Financing (the “Financing Parties”) (including information to be used in the preparation of an information package regarding the business, operations, financial projections and prospects of Purchaser and Company obtaining approval customary or reasonably necessary for the completion of such Financing) to the extent reasonably requested by Purchaser to assist in preparation of customary offering or information documents to be used for the completion of the Financing, (ii) participating in a reasonable number of meetings (including customary one-on-one meetings with the lead arrangers for such Financing), presentations, road shows, drafting sessions, due diligence sessions (including accounting) and sessions with the rating agencies at times and at locations reasonably acceptable to Company, (iii) reasonably assisting in the preparation of (A) any customary offering documents, bank information memoranda, prospectuses and similar documents, which contain, to the extent reasonably available, all financial statements and other data required to be included therein, and all other data (including selected financial data) that the SEC would require in a registered offering or that would be necessary for an increase investment bank to receive customary “comfort” (including “negative assurance” comfort) from independent accountants in the size of the Company Board to such number as is requested in writing by Parent connection with a registered offering and (B) materials for rating agency presentations, (iv) reasonably cooperating with the election marketing efforts for the Financing, (v) providing customary authorization letters to the Financing Parties authorizing the distribution of information to prospective lenders and containing a representation to the Financing Parties that the public side versions of such documents, if any, do not include material non-public information about Company Board or their respective Affiliates or securities, (vi) providing audited financial statements of Company covering the three (3) fiscal years of Company ended at least seventy-five (75) days prior to the Closing Date, unaudited financial statements (excluding footnotes) for any fiscal quarter of Company ended after the date of the individuals who will serve as directors of most recent audited financial statements and at least forty-five (45) days prior to the Surviving CompanyClosing Date, in each case to the extent then available, and (vii) cooperating reasonably with Financing Parties’ due diligence, to the extent customary and reasonable and to the extent not unreasonably interfering with the business of clauses Company; provided that until the Closing occurs, Company shall (A) and have no liability or any obligation under any agreement or document related to the Financing or (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) not be required to pay incur any commitment other liability in connection with the Financing unless simultaneously reimbursed or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent reasonably satisfactorily indemnified by Purchaser. Parent shall, promptly upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Timerequest by Company, Parent shall promptly reimburse the Company for any all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by it Company or any of its Subsidiaries in connection with the Company’s compliance cooperation of Company and its Subsidiaries contemplated by this Section 5.14 (without duplication of any reimbursement pursuant to the preceding sentence). Parent and Merger Sub shall, on a joint and several basis, indemnify and hold harmless Company and its Subsidiaries and their respective representatives from and against any and all liabilities, losses, damages, claims, costs, expenses (including attorneys’ fees), interest, awards, judgments and penalties suffered or incurred in connection with Section 6.07(c)(i) through (iii)any Financing or other securities offering of Parent and/or its Subsidiaries or any assistance or activities provided in connection therewith. (d) The Company Purchaser shall use reasonable best efforts pay, or cause to obtainbe paid, execute as the same shall become due and deliver such documents payable, all fees and other amounts that become due and payable prior to the Closing Date under the Commitment Letter or instruments the related fee letters, including without limitation the fees described in the fee letter dated July 9, 2012 among Credit Suisse AG, Credit Suisse Securities (USA) LLC and Purchaser. (e) Purchaser shall not permit the borrowing availability under that certain credit agreement, dated as may be required for the Surviving Company’s due assumption ofof September 30, 2010, among Purchaser, Bank of America N.A. and succession tocertain other parties thereto (as amended, restated, supplemented, extended or replaced from time to time, the Company’s obligations under “Existing Credit Agreement”) to be less than $1,300,000,000 at any time prior to the 2022 Indenture Closing. Purchaser shall take all actions reasonably necessary to ensure that the Existing Credit Agreement remains in full force and effect and shall not enter into or permit any amendments, waivers or other modifications to the Facility Agreement, including Existing Credit Agreement that would reasonably be likely to (i) customary closing certificates and other similar documents as may cause the revolving loans under the Existing Credit Agreement to be reasonably requested unavailable to Purchaser on the Closing Date or (ii) result in the borrowing availability under the Existing Credit Agreement being less than $1,300,000,000 at any time on or prior to the Closing Date; provided that, notwithstanding the foregoing, Purchaser shall be permitted to reduce such borrowing availability by an amount equal to any Offering Proceeds received by Purchaser in excess of those required to reduce the trustee amount of the 2022 Notes or as may be required under Financing commitments to zero, provided that Purchaser shall not reduce such borrowing availability to an amount below the Facility Agreement in connection amount that is required, together with the consummation financial resources of the TransactionsPurchaser and Merger Sub, including cash on hand and marketable securities of Purchaser, Company and their respective Subsidiaries that are committed to fund the Merger Consideration, to consummate the Merger and (ii) customary legal opinions as are required the transactions contemplated by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Mergerthis Agreement.

Financing. (a) Subject 7.4.1 From the date hereof until the earlier of the Completion Date or the termination of this Agreement in accordance with its terms, subject to the terms and conditions of this Agreementlimitations hereof, each of Parent and Merger Sub shall use its reasonable best efforts to consummate the Equity Financing at or prior to the Effective Time. (b) Parent shall give the Company prompt notice (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provideshall, and shall cause each of its Subsidiaries and each of their respective Representatives to provideto, all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness of the Company in connection with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use reasonable best efforts to obtaincooperate in connection with the arrangement of any debt or equity financing that the Buyer or any of its Affiliates elects to obtain for 41 / 107 the purpose of financing the transactions contemplated hereby or any transaction undertaken in connection herewith (including the replacement, execute and deliver such documents repayment or instruments as may be required for refinancing of any indebtedness of the Surviving Company’s due assumption of, and succession toany of its Subsidiaries, the Company’s obligations under Buyer or any of its Affiliates) (the 2022 Indenture and the Facility Agreement"Financing"), including (i) customary closing certificates and other similar documents in each case, as may be reasonably requested by the trustee Buyer; provided, that such requested cooperation does not unreasonably interfere with the business or ongoing operations of the 2022 Notes Company and its Subsidiaries and such cooperation shall not require the Company or its Subsidiaries to have its financial statements reviewed or audited other than in accordance with past practice. Such cooperation by the Company and its Subsidiaries shall include, at the reasonable request of the Buyer: (a) reasonably promptly following request by the Buyer, furnishing such financial statements and other financial data and other information relating to the Company and its Subsidiaries and requested by the Buyer or its Representatives as may be required under reasonably necessary or advisable to consummate the Facility Agreement Financing, including financial statements, financial data, projections, audit reports and other practically available information constituting consolidated audited financial statements relating to the Company for the most recent fiscal year ended at least ninety (90) days prior to the Settlement Date and unaudited consolidated financial statements relating to the Company for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements and at least fifty (50) days prior to the Settlement Date (and the corresponding periods of the prior fiscal year) and financial information and data necessary for Buyer or any of its Affiliates to prepare customary pro forma financial information provided that such materials shall not include, and the Company and its Subsidiaries shall not be responsible for, the preparation of projections, risk factors and forward-looking statements relating to all or any component of the Financing and pro-forma financial information, including pro-forma cost savings, synergies, capitalization, or other pro-forma adjustments desired to be incorporated into any pro-forma financial information; (b) using reasonable best efforts to cause its independent accountants to cooperate with any Financing sources consistent with such independent accountants’ customary practice and obtain customary accountants’ "comfort letters" (including customary "negative assurances") and customary consents to the inclusion of audit reports in connection with the consummation Financing; (c) providing information related to the Company and its Subsidiaries reasonably necessary to assist the Buyer or any of its Affiliates in the preparation of one or more customary confidential information 42 / 107 memoranda, offering memoranda and other marketing and syndication materials reasonably requested by the Buyer or any of its Affiliates; (d) providing the reasonable use by the Buyer and its Affiliates of the TransactionsCompany's and its Subsidiaries' logos for syndication and underwriting, as applicable, of the Financing (subject to advance review of and consultation with respect to such use); provided, that such logos are used solely in a manner that is reasonable and customary for such purposes and that is not intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (e) participating (and causing senior management and representatives, with appropriate seniority and expertise, to participate), with appropriate advance notice, in a reasonable number of meetings and presentations with prospective Financing sources and in due diligence sessions reasonably requested by the Financing sources; (f) providing information reasonably necessary to assist the Buyer or any of its Affiliates in its preparation of customary material relating to the Company and its Subsidiaries for rating agency presentations; (g) providing, at least three (3) Business Days prior to the Settlement all documentation and other information about the Company and its Subsidiaries as is required by applicable "know your customer" and anti-money laundering rules and regulations, including the Merger USA PATRIOT Act, to the extent reasonably requested by any Financing source at least ten (10) Business Days prior to the anticipated Settlement Date; (h) using reasonable best efforts to cooperate with the Buyer and (ii) customary legal opinions as are required by any Debt Financing Sources to ensure that, to the 2022 Indenture or the Facility Agreement extent practicable and appropriate, any syndication efforts in connection with the consummation Debt Financing benefit from the Company's and its Subsidiaries' existing financing relationships; (i) promptly supplementing the written information (other than projections and other forward-looking materials and information of a general economic or industry specific nature) provided by the TransactionsCompany or its Subsidiaries to the extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, including the Merger.taken as a whole, not misleading in any material respect promptly after gaining knowledge thereof; and

Financing. (a) (i) Subject to the terms and conditions other provisions of this Agreement, each of Parent and Merger Sub Amneal shall use its reasonable best efforts to consummate the Equity Financing at or prior to the Effective Time. (b) Parent shall give the Company prompt notice (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness of the Company in connection with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use reasonable best efforts to cause its Affiliates and Subsidiaries) to take, or cause to be taken, all actions necessary or advisable to obtain, execute or cause to be obtained, the Debt Financing on the terms and deliver conditions, described in the Debt Commitment Letter (including as such documents or instruments as terms may be required for modified or adjusted in accordance with the Surviving Companyterms of the “flex” provisions contained in the Fee Letter), including using reasonable best efforts to (A) maintain in effect the Debt Commitment Letter until the funding of the Debt Financing at or prior to Closing, (B) negotiate definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent in all material respects with the terms and conditions contained in the Debt Commitment Letter (including any related “flex” provisions) or on other terms not less favorable, in the aggregate, to Amneal than the terms and conditions (including the “flex” provisions) contemplated by the Debt Commitment Letter but only to the extent that any such other terms would not reasonably be expected to adversely impact or delay in any material respect the ability of Amneal to consummate the Transactions and the Ancillary Transactions in accordance with this Agreement or obtain the Debt Financing (it being agreed that, notwithstanding the foregoing, Amneal may modify, supplement, amend or amend and restate the Debt Commitment Letter solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities (and make incidental or conforming amendments or modifications to reflect the addition of any such lenders, lead arrangers, bookrunners, syndication agents and similar entities), (C) satisfy (or obtain a waiver of) all conditions within its control to obtaining the Debt Financing and (D) upon satisfaction of all of the conditions in this Agreement to Amneal’s due assumption ofand Impax’s obligations to effect the Closing, and succession tosatisfaction of all of the conditions set forth in the Debt Commitment Letter, enforcing its rights against the Company’s obligations under other parties to the 2022 Indenture and the Facility AgreementDebt Commitment Letter, if any, including (i) customary closing certificates and other similar documents as may be reasonably requested by to require such parties to provide the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the MergerDebt Financing.

Financing. (a) Subject Parent has delivered to the Company a true, complete and correct copy of (i) an executed commitment letter, dated as of the date of this Agreement (as amended, modified, supplemented, replaced or extended from time to time after the date of this Agreement in compliance with Section 6.9, the “Commitment Letter”), from the lenders (including any lenders who become party thereto by joinder) party thereto (collectively, the “Lenders”), pursuant to which the Lenders have agreed, subject to the terms and conditions thereof, to provide the debt amounts set forth therein (the debt financing contemplated by the Commitment Letter (including any debt securities to be incurred in lieu of the bridge facilities, as contemplated by the Commitment Letter and the Fee Letter), together with any permitted Alternative Debt Financing, is collectively referred to in this Agreement as the “Debt Financing”) and (ii) the fee letter referred to in the Commitment Letter (with only fee amounts, pricing caps and other economic terms redacted (none of which would adversely affect the amount or availability of the Debt Financing)) (each as amended, modified, supplemented, replaced or extended from time to time after the date of this AgreementAgreement in compliance with Section 6.9, each of Parent the “Fee Letter”) and Merger Sub shall use its reasonable best efforts to consummate the Equity Financing at or prior to the Effective Time(iii) a related redacted engagement letter. (b) Except as expressly set forth in the Commitment Letter (or in the unredacted portions of the Fee Letter) delivered to the Company, as of the date of this Agreement, there are no conditions precedent to the obligations of the Lenders to provide the Debt Financing or any contingencies that would permit the Lenders to reduce the total amount of the Debt Financing. There are no other agreements, side letters or arrangements relating to the Debt Financing to which Parent shall give or any of its subsidiaries is a party as of the Company prompt notice date of this Agreement which would impose conditions to the funding of the Financing, other than those set forth in the Commitment Letter (i) upon becoming aware or in the unredacted portions of the Fee Letter). As of the date of this Agreement, Parent does not have any breach of any material provision of any New Sponsor Equity reason to believe that it will be unable to satisfy on a timely basis all conditions to be satisfied by it in the Commitment Letter or termination the Fee Letter at the time it is required to consummate the Closing hereunder, nor does Parent have knowledge, as of the date of this Agreement, that any New Sponsor Equity of the Lenders will not perform their respective funding obligations under the Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter in accordance with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letterits terms and conditions. (c) Each party hereto shall provideThe Commitment Letter is a valid, binding obligation of Parent and Acquisition Sub and, to the knowledge of Parent, the other parties thereto, is in full force and effect and, assuming the satisfaction of the condition contained in Section (c)(ii) of Annex I, as of the date of this Agreement, no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Parent or Acquisition Sub under the terms and conditions of the Commitment Letter and Fee Letter. Parent has paid in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Commitment Letter and Fee Letter on or before the date of this Agreement, and shall cause each of its Subsidiaries will pay in full any such amounts due on or before the Closing Date. The Commitment Letter and each of their respective Representatives to provideFee Letter have not been modified, all cooperation as may be reasonably required with respect to the Equity Financing altered or any debt financing amended on or indebtedness of the Company in connection with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships date of this Agreement. None of the Group Companies to commitments under the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment Commitment Letter have been withdrawn or similar fee rescinded prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If date of this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii)Agreement. (d) The Company proceeds of the Debt Financing, if funded, together with available cash of Parent and Acquisition Sub, shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required constitute sufficient funds for the Surviving Companysatisfaction of all of Parent’s due assumption of, and succession to, the CompanyAcquisition Sub’s obligations under this Agreement on the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the TransactionsClosing Date, including the payment of the Offer Price in respect of each share of Common Stock validly tendered and accepted in the Offer, the Total Common Merger Consideration and all other amounts to be paid pursuant to Section 3.2 and Section 3.3 and the payment of all associated costs and expenses of the Offer and the Merger (ii) customary legal opinions as are required by including any repayment or refinancing of indebtedness of Parent, the 2022 Indenture Acquisition Sub or the Facility Agreement Company required in connection with therewith). (e) In no event shall the consummation receipt or availability of any funds or financing (including, for the Transactionsavoidance of doubt, including the MergerDebt Financing) by Parent or any Affiliate thereof be a condition to any of Parent’s obligations hereunder.

Financing. (a) Subject Notwithstanding anything contained in this Agreement to the terms contrary, Soap acknowledges and conditions of this Agreement, each of Parent and Merger Sub agrees that Soap’s obligations hereunder are not conditioned in any matter upon Soap obtaining any financing. (b) Soap shall use its reasonable best efforts to (i) arrange the Financing on the terms and conditions described in the Debt Commitment Letters, (ii) enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters, (iii) satisfy on a timely basis all conditions to funding in the Debt Commitment Letters and such definitive agreements thereto, (iv) consummate the Equity Financing at no later than the Closing, including using its reasonable best efforts (including through litigation in good faith) to cause the Lenders and the other persons committing to fund the Financing to fund the Financing no later than the Closing. Soap shall have the right from time to time to amend, replace, supplement or prior otherwise modify, or waive any of its rights under, the Debt Commitment Letters or the definitive agreements with respect thereto, and/or substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative financing sources; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Financing or such definitive agreements that amends the Financing and/or substitution of all or any portion of the Financing shall not (A) reduce the aggregate amount of the Financing to an amount committed below the amount that is required to consummate the Merger and repay or refinance the Indebtedness set forth in Section 3.17(a)(ii) of the Dish Disclosure Letter; (B) impose new or additional conditions or otherwise expand upon the conditions precedent to the Effective Time. Financing as set forth in the Debt Commitment Letters; (bC) Parent prevent, impede or delay the funding of the Financing or the consummation of the Merger and the other transactions contemplated hereunder or (D) materially and adversely impact the ability of Soap to enforce its rights against other parties to the Debt Commitment Letters or the definitive agreements with respect thereto. Soap shall promptly deliver to Dish copies of any such amendment, replacement, supplement, modification or waiver. In the event that any portion of the Financing becomes unavailable in the manner or from the sources contemplated in the Debt Commitment Letters for any reason, (A) Soap shall promptly notify Dish and (B) Soap shall use its reasonable best efforts to arrange to obtain any such portion from alternative sources, on terms that are not materially adverse to Soap, as promptly as practicable following the occurrence of such event, including entering into definitive agreements with respect thereto (such definitive agreements entered into pursuant to the first or second sentence of this Section 5.17(b) being referred to as the “Financing Agreements”). Soap shall use the bridge facility (if any) contemplated by the Debt Commitment Letters as necessary to cause the Closing to occur by the third (3rd) Business Day following the day on which the conditions set forth in Article VI hereof have been satisfied or duly waived (other than those conditions that by their nature are to be satisfied at the Closing but subject to the satisfaction or waiver of those conditions). Soap shall, and shall use its reasonable best efforts to cause its Representatives to, comply with the terms, and satisfy on a timely basis the conditions, of the Debt Commitment Letters, any alternative financing commitments, the Financing Agreements and any related fee and engagement letters. Any material breach of the Debt Commitment Letters, the Financing Agreements, any alternative financing commitment and any related fee and engagement letter by Soap shall be deemed a willful and material breach by Soap of this Section 5.17. Soap shall (x) furnish to Dish complete, correct and executed copies of the Financing Agreements promptly upon their execution (provided that the amount of fees and certain other economic terms may be redacted), (y) give the Company Dish prompt notice (i1) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter breach by any party thereto to any of the Debt Commitment Letters, any alternative financing commitment or the Financing Agreements of which Soap becomes aware or any termination thereof, (ii2) upon of the receipt of any written notice or other written communication, in each case from any Financing source, with respect to (A) any actual or potential breach, default, termination or repudiation by any party to a New Sponsor Equity the Debt Commitment Letter Letters, any alternative financing commitment or the Financing Agreements of any provisions of the Debt Commitment Letters, any alternative financing commitment or the Financing Agreements or (B) material dispute or disagreement between or among any parties to the Debt Commitment Letters, any alternative financing commitment or the Financing Agreements with respect to the obligation to fund the Financing or the amount of the Financing to be funded at Closing or (3) if at any threatened breach time for any reason Soap believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms and conditions, in the manner or from the sources contemplated by the Debt Commitment Letters, any material provision alternative financing commitment or the Financing Agreements and (z) otherwise keep Dish reasonably informed of such New Sponsor Equity Commitment Letter the status of Soap’s efforts to arrange the Financing (or threatened termination any replacement thereof). As soon as reasonably practicable, but in any event within two Business Days of the date Dish delivers to Soap a written request, Soap shall provide any such New Sponsor Equity Commitment Letterinformation reasonably requested by Dish relating to any circumstance referred to in clause (y) of the immediately preceding sentence. (c) Each party hereto shall provideDish shall, and shall cause each the Dish Subsidiaries to, and shall use commercially reasonable efforts to cause its Representatives to, at Soap’s sole expense, reasonably cooperate to assist Soap in causing the conditions in the Financing Agreements to be satisfied and as otherwise may be necessary or desirable in connection with the arrangement and consummation of its Subsidiaries and each of their respective Representatives to provide, all cooperation the Financing as may be reasonably required requested by Soap (provided that such requested cooperation does not unreasonably interfere with respect to the Equity ongoing operations of Dish and the Dish Subsidiaries). Such cooperation shall include, at the reasonable request of Soap (i) participating in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers for the Financing or any debt alternative financing and senior management and Representatives, with appropriate seniority and expertise, of Dish), presentations, road shows, due diligence sessions (including accounting due diligence sessions), drafting sessions and sessions with rating agencies; (ii) assisting with the preparation of customary materials for rating agency presentations, offering documents, bank information memoranda and other documents or indebtedness of the Company memoranda required in connection with the consummation Financing (including information to be used in the preparation of an information package regarding the business, operations, financial projections and prospects of Soap and Dish customary for such financing or reasonably necessary for the completion of the TransactionsFinancing by Soap’s financing sources); (iii) furnishing Soap and its Lenders as promptly as reasonably practicable with financial information, regarding Dish and the Dish Subsidiaries as may be reasonably requested by Soap in writing in connection with the Financing, including (i) the Company obtaining approval of (A) an increase in the size all financial statements and financial and other data of the Company Board type required by Regulation S-X and Regulation S-K under the Securities Act for registered offerings of debt securities, and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information and other documents required to such number as satisfy any customary negative assurance opinion, to consummate the Financing at the time or times the Financing is requested in writing by Parent and to be consummated), (B) all of the election information and data related to Dish and its Subsidiaries necessary to satisfy the requirements of Sections 2, 3, 5a and 5b of Exhibit D of the Debt Commitment Letters and (C) other documents required to consummate the Financing at the time or times the Financing is to be consummated, and appropriate comparable information if a portion of the Financing is consummated prior to the Company Board of Closing Date; provided that Dish shall only be required to furnish pro forma financial statements or other pro forma financial information if Soap has provided Dish information relating to the individuals who will serve as directors of proposed debt and equity capitalization at least 15 days prior to the Surviving Company, in each case of date pro forma financial statements are required to be delivered (information and data required to be delivered pursuant to clauses (A) and (B) of this clause (iii) being referred to as the “Required Financial Information”); (iv) reasonably cooperating with the marketing efforts of Soap and its financing sources for any portion of the Financing (including consenting to the use of Dish’s and the Dish Subsidiaries’ logos; provided, effective as that such logos are used solely in the manner that is not intended to or reasonably likely to harm or disparage Dish or the Dish Subsidiaries or the reputation or goodwill of immediately prior Dish or any of the Dish Subsidiaries); (v) reasonably facilitating the pledging of collateral to be pledged under the Financing at or after the Closing and execution and delivery of definitive financing documents and customary deliverables; provided, that such pledges or documents will not take effect until the Effective Time, and ; (iivi) the Company using commercially reasonable efforts to ensure obtain accountants’ comfort letters, accountants’ consent letters and assisting Soap and Merger Sub with obtaining legal opinions as reasonably requested by Soap; (vii) executing and delivering (or using commercially reasonable efforts to obtain from its advisors), and causing the Dish Subsidiaries to execute and deliver (or use commercially reasonable efforts to obtain from its advisors), customary certificates or other documents and instruments relating to guarantees and other matters ancillary to the Financing as may be reasonably requested by Soap as necessary and customary in connection with the Financing; provided, that such documents will not take effect until the Effective Time; (viii) assisting in (A) the preparation of and entering into one or more credit agreements, currency or interest hedging agreements, or other agreements or (B) the amendment of any of Dish’s of the Dish Subsidiaries’ existing credit agreements, currency or interest hedging agreements, or other agreements, in each case, on terms reasonably satisfactory to Soap and that are reasonably requested by Soap in connection with the Financing; provided, that no obligation of Dish or any of the Dish Subsidiaries under any such agreements or amendments shall be effective until the Effective Time; (ix) using its commercially reasonable efforts, as appropriate, to have its independent accountants provide their reasonable cooperation and assistance; (x) using its commercially reasonable efforts to permit any cash and marketable securities of Dish and the Dish Subsidiaries to be made available to Soap at the Closing; (xi) providing customary authorization letters to the financing sources authorizing the distribution of information to prospective lenders and containing a representation to such financing sources that the Parent and public side versions of such documents, if any, do not include material non-public information about Dish or its affiliates or securities; (xii) providing audited consolidated financial statements of Dish covering the Surviving Company benefit from three fiscal years immediately preceding the existing lending relationships Closing for which audited consolidated financial statements are currently available, unaudited financial statements (excluding footnotes) for any interim monthly or quarterly period or periods of Dish ended after the date of the Group Companies most recent audited financial statements and at least 45 days prior to the Closing Date (within 45 days after the end of each such period); and (xiii) cooperating reasonably with Soap’s financing sources’ due diligence, to the extent requested customary and reasonable and to the extent not unreasonably interfering with the business of Dish and the Dish Subsidiaries. (d) Soap shall promptly, upon request by ParentDish, reimburse Dish for all of its and the Dish Subsidiaries documented reasonable out-of-pocket costs and expenses (including accountants’ fees and reasonable attorneys’ fees) incurred by Dish and the Dish Subsidiaries in connection with the cooperation of Dish and the Dish Subsidiaries contemplated by this Section 5.17. Neither Notwithstanding anything in this Agreement to the Company contrary, neither Dish nor any of its the Dish Subsidiaries shall (x) be required to pay any commitment or other similar fee or incur any other liability or obligation in connection with the Financing (or any replacements thereof) prior to the Effective Time or (y) be required to commit to taking any action that for which it is not contingent upon the Closing (including entry into any agreement) reimbursed or would be effective prior to indemnified by Soap. If the Effective Time. If this Agreement is terminated in accordance with its terms prior to Time does not occur, Dish, the occurrence of the Effective TimeDish Subsidiaries and their respective officers, Parent directors and Representatives shall promptly reimburse the Company be indemnified and held harmless by Soap for and against any reasonable and documented out-of-pocket costs all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by it them in connection with the Company’s compliance Financing and any information utilized in connection therewith (other than information provided by or on behalf of Dish or the Dish Subsidiaries), in each case except to the extent such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties arise from Dish’s, the Dish Subsidiaries’ or its Representatives’ gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction. (e) Soap acknowledges and agrees that Dish and the Dish Subsidiaries and their respective Affiliates and employees have no responsibility for, or obligation with respect to, any financing that Soap may raise in connection with the transactions contemplated hereby, other than, and solely to the extent of, the obligation to cooperate as provided in Section 6.07(c)(i5.17(c), Section 5.18(a), Section 5.18(b) through (iiiand Section 5.18(c). (df) The Company Soap shall use its reasonable best efforts to obtain, execute cause the Marketing Period to commence promptly after satisfaction of the conditions set forth in Section 6.1(a) and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, Section 6.1(b). Soap and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including Merger Sub shall provide notice to Dish within 24 hours (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation commencement of the Transactions, including the Merger Marketing Period and (ii) customary legal opinions if Soap or Merger Sub has determined, or if the managing underwriter or lead arranger, as are required by applicable for the 2022 Indenture Financing, has informed Soap or Merger Sub that it has determined, that the Facility Agreement in connection with the consummation of the TransactionsMarketing Period has been terminated, including the Mergerrecommenced or extended.

Financing. (a) Subject From and after the date hereof until the earlier of the Completion and the termination of this Agreement pursuant to and in accordance with Section 9, in a timely manner so as not to delay the terms Completion, the Parent Parties shall use their reasonable best efforts to (i) take, or cause to be taken, all appropriate action, and conditions of to do, or cause to be done, all things necessary, proper or advisable to consummate, no later than the date the Completion is required to occur pursuant to this Agreement, each the Financing on the terms set forth in the Debt Agreement and (ii) satisfy or cause to be satisfied (or waived) on a timely basis all conditions to funding described in the Debt Agreement. (b) In the event any portion of the Financing contemplated by the Debt Agreement becomes unavailable regardless of the reason therefor (as determined by Parent in its reasonable discretion after consulting with the Financing Sources), (i) Parent shall promptly notify the Company in writing of such unavailability and Merger Sub the reason therefor and (ii) Parent shall use its reasonable best efforts to consummate the Equity Financing at or prior to the Effective Time. (b) Parent shall give the Company prompt notice (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provideefforts, and shall cause each of its Subsidiaries to use their reasonable best efforts, to obtain as promptly as practicable following the occurrence of such event, alternative debt financing for any such portion from alternative sources (the “Alternative Financing”) in an amount sufficient, when taken together with cash of Parent and each its Subsidiaries (but not including the Company and its Subsidiaries) and the other sources of their respective Representatives funds immediately available to provideParent at the Completion to pay the Financing Amounts and that do not include any conditions to the consummation of such alternative debt financing that are more onerous than the conditions set forth in the Debt Agreement. In addition to the foregoing, the Parent may also obtain Alternative Financing at its sole discretion which replaces the Financing, so long as the Parent is able to give the representations set forth in Section 6.2(h) with respect to such Alternative Financing as at the date such Alternative Financing becomes effective (with references to “date hereof,” the “Financing,” “Financing Sources” and “Debt Agreement” (and other like terms) in that section deemed to have been replaced with references to the date such Alternative Financing, the commitments thereunder and the agreements with respect thereto becomes effective). (c) To the extent requested in writing by the Company from time to time, the Parent Parties shall provide the Company with updates on a reasonably current basis on the status of the Financing. The Parent Parties shall, (i) to the extent not publicly filed, provide copies of all cooperation as may be reasonably required executed credit agreements and indentures and any amendments, modifications, replacements or waivers relating to the Financing or any Indebtedness that is a takeout to the Financing (or notice that such documents have been publicly filed) within one Business Day of execution thereof and (ii) provide prompt written notice (and in any event, within two Business Days) of (A) the receipt of any written notice or other written communication from any Financing Source with respect to such Financing Source’s failure or anticipated failure to fund its commitments under any definitive agreements relating to the Financing, (B) any material breach or material default by any party to such definitive agreements of which any Parent Party obtains knowledge, (C) any actual or, to the knowledge of any Parent Party, threatened in writing, withdrawal, repudiation, or termination of any of such definitive agreements or (D) receipt of written notice or other written communication from any Financing Source relating to a material dispute or disagreement with respect to the Equity obligation to fund all or any portion of the Financing at Completion (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or the Debt Agreement); provided that in no event will the Parent Parties be under any debt financing obligation to disclose any information that is subject to attorney-client or indebtedness of the Company in connection with the consummation of the Transactions, including similar privilege (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure provided that the Parent and Parties shall use their respective reasonable best efforts to cause any such information to be disclosed in a manner that would not result in the Surviving Company benefit from the existing lending relationships loss of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iiisuch privilege). (d) The Company shall use reasonable best efforts Notwithstanding anything contained in this Agreement to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption of, and succession tocontrary, the Company’s Parent Parties expressly acknowledge and agree that their obligations under the 2022 Indenture and the Facility this Agreement, including their obligations to consummate the Completion, are not conditioned in any manner upon the Parent Parties obtaining the Financing or any other financing. To the extent Parent obtains Alternative Financing pursuant to Section 7.6(b) or amends, replaces, supplements, modifies or waives any of the Financing, references to the “Financing,” “Financing Sources” and “Debt Agreement” (i) customary closing certificates and other similar documents as may like terms in this Agreement) shall be reasonably requested by deemed to refer to such Alternative Financing, the trustee of commitments thereunder and the 2022 Notes or as may be required under the Facility Agreement in connection agreements with the consummation of the Transactionsrespect thereto, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the TransactionsFinancing as so amended, including the Mergerreplaced, supplemented, modified or waived.

Financing. (a) Subject to From the terms and conditions date of this AgreementAgreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Article IX, each of Parent and Merger Sub its Affiliates shall use its reasonable best efforts to take, or cause to be taken, all actions, and use reasonable best efforts to do, or cause to be done, all things reasonably necessary or advisable, to arrange and obtain the Debt Financing and to consummate the Equity Debt Financing at on or prior to the Effective TimeClosing Date. Such actions shall include, but not be limited to, using reasonable best efforts to: (i) comply with and maintain in effect the Debt Commitment Letter (subject to any amendment, supplement, replacement, substitution, termination or other modification or waiver that is not prohibited by clause (d) below); (ii) satisfy, or obtain a waiver thereof, on a timely basis all Financing Conditions to the extent within the control of Parent and its Affiliates; (iii) negotiate, execute and deliver Debt Financing Documents to the extent required to pay the Required Amount (after taking into account any cash on hand, available lines of credit (including under Borrower’s existing revolving credit and securitization facilities) and other sources of immediately available funds), which shall reflect the terms contained in the Debt Commitment Letter (including any “market flex” provisions (if any) related thereto) or on such other terms acceptable to Parent that would not constitute an Adverse Effect on Financing as compared to those set forth in the Debt Commitment Letter delivered to the Company on the date hereof; and (iv) in the event that the Offer Conditions have been satisfied or waived or, upon funding would be satisfied, consummate the Debt Financing (including by instructing the Debt Financing Sources to fund the Debt Financing in accordance with the Debt Commitment Letter, and enforcing Parent’s rights under the Debt Commitment Letter and the definitive agreements relating to the Debt Financing). (b) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Article IX, Parent and its Affiliates shall give the Company prompt notice (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter breach, repudiation or termination of any New Sponsor Equity Commitment Letter threatened material breach or repudiation by any party thereto to the Debt Commitment Letter of which Parent or (ii) its Affiliates becomes aware; provided that none of Parent or Merger Sub shall be required to disclose or provide any such information, the disclosure of which, in the judgement of Parent upon the receipt advice of outside counsel, is subject to attorney-client privilege or which would be in violation of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letterconfidentiality obligation. (c) Each party hereto shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, In the event all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness portion of the Company in connection with Debt Financing becomes unavailable on the consummation terms and conditions contemplated by the Debt Commitment Letter (including the flex provisions (if any)) (other than as a result of the TransactionsCompany’s breach of any provision of this Agreement or failure to satisfy the conditions set forth in Section 8.1 and Annex 1), including then Parent and its Affiliates shall (i) promptly notify the Company obtaining approval of thereof and the reasons therefor, (Aii) use reasonable best efforts to obtain alternative financing from the same or alternative Debt Financing Entities on terms and conditions, taken as a whole, no less favorable to Parent than the Financing Conditions, not involving any conditions that would constitute an increase Adverse Effect on Financing (as defined below) as compared to those set forth in the size of the Company Board to such number as is requested in writing by Parent and (B) the election Debt Commitment Letter delivered to the Company Board on the date hereof, that, when taken together with the portion of the individuals who will serve as directors Debt Financing that remains available and any cash on hand, available lines of the Surviving Company, in each case of clauses credit (Aincluding under Borrower’s existing revolving credit and securitization facilities) and (B), effective as other sources of immediately prior available funds, is at least equal to the Effective TimeRequired Amount, as promptly as practicable following the occurrence of such event, and (iiiii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use reasonable best efforts to obtain, execute and deliver when obtained, provide the Company with a true and complete copy of, a new financing commitment that provides for such documents or instruments as alternative financing; provided that any provisions set forth in such new financing commitment relating to fees, pricing terms, “market flex” provisions (if any) and other terms that are customarily redacted (including any dates related thereto) may be required for redacted, so long as such redaction does not extend to any terms that would reasonably be expected to reduce the Surviving Company’s due assumption ofaggregate principal amount of such alternative financing to be funded on the Closing Date or impose additional conditions precedent to the funding of such alternative financing on the Closing Date. (d) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Article IX, and succession to, without the prior written consent of the Company, Parent and its Affiliates shall not amend, modify, supplement, restate, assign, substitute or replace the Debt Commitment Letter or any Debt Financing Document if such amendment, modification, supplement, restatement, assignment, substitution or replacement would (A) impose additional conditions precedent or expand upon the conditions precedent to the funding of the Debt Financing, (B) reduce the amount of the Debt Financing or the net cash proceeds available from the Debt Financing to an amount that is less than the Required Amount (after taking into account any cash on hand, available lines of credit (including under Borrower’s obligations under the 2022 Indenture existing revolving credit and the Facility Agreement, including (isecuritization facilities) customary closing certificates and other similar documents as may be reasonably requested by sources of immediately available funds), (C) prevent or materially delay or make materially less likely the trustee funding of the 2022 Notes Debt Financing (or as may be required under the Facility Agreement in connection with satisfaction of the Financing Conditions) on the Closing Date or materially impair, delay or prevent the consummation of the Transactionstransactions contemplated by this Agreement, including the Merger Offer and the Merger, (iiD) customary legal opinions as are required materially adversely affect Parent’s ability to consummate the transactions contemplated by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactionsthis Agreement, including the Merger.Offer and the Merger or (E) materially adversely impact the ability of Parent or any of its Affiliates’ to enforce their respective rights against the Debt Financing Sources or any of the other parties to the Debt Commitment Letters or the definitive agreements with respect thereto (clauses (A) through (E), each an “Adverse Effect on Financing”); provided that Parent may, without the prior written consent of the Company, amend, modify, supplement, restate, assign, substitute or replace the Debt Commitment Letter, including (1) to add and appoint additional arrangers,

Financing. (a) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Financing on the terms and conditions described in the Commitment Letter as promptly as practicable after the date hereof, including their reasonable best efforts to (i) maintain in effect the Commitment Letter, (ii) negotiate and enter into, and keep in effect, definitive agreements with respect thereto on the terms and conditions contained in the Commitment Letter (including the flex provisions) or on other terms no less favorable to Parent and Merger Sub, provided such terms do not contain any additional conditions to funding and would not otherwise reasonably be expected to impair or delay the consummation of the Financing, (iii) satisfy on a timely basis all conditions applicable to Parent and Merger Sub in the Commitment Letter that are within their control, (iv) consummate the Equity Financing at or prior to the Closing, including using their reasonable best efforts to cause the financing sources to fund the Financing at or prior to the Closing, (v) to take each of the actions required of the Company and its Subsidiaries in paragraphs (b)(i) through (b)(v) below with respect to themselves and their Subsidiaries, and (vi) enforce their rights under the Commitment Letter (including by taking such action necessary to cause each other party thereto to specifically perform their obligations in accordance with the terms thereof). In the event of any termination of the Commitment Letter or the receipt by Parent of written notice that the counterparty to the Commitment Letter no longer intends to provide the Financing, (A) Parent shall promptly notify the Company (such notice being a “Financing Termination Notice”) and (B) Parent and Merger Sub shall arrange and obtain financing from alternative sources (the “Alternative Financing”) as promptly as practicable following the occurrence of such event. Parent shall provide the Company regular updates regarding its progress in obtaining such Alternative Financing and shall deliver to the Company true and complete copies of all agreements related to such Alternative Financing (excluding fee letters and engagement letters to the extent Parent is prohibited from providing such letters) promptly upon the execution thereof. In furtherance of the provisions of this Section 6.18, the Commitment Letter may be amended, restated, supplemented or otherwise modified or superseded at the option of Parent after the date of this Agreement but prior to the Effective TimeTime by instruments (the “New Commitment Letters”) that replace the existing Commitment Letter or contemplate financing from one or more other or additional parties; provided that the terms of the New Commitment Letters shall not (1) expand upon the conditions precedent to the Financing as set forth in the existing Commitment Letter, (2) reasonably be expected to, directly or indirectly, prevent, impede, delay or hinder the Closing or (3) reduce the aggregate amount of available Financing. In such event, the term “Commitment Letter” as used herein shall be deemed to include the Commitment Letter that are not so superseded at the time in question and the New Commitment Letters to the extent then in effect. Parent shall deliver to the Company true and complete copies of all agreements related to such New Commitment Letters (excluding fee letters and engagement letters to the extent Parent is prohibited from providing such letters) promptly upon the execution thereof. (b) Parent The Company shall give the Company prompt notice (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Commitment Letter. (c) Each party hereto shall provideuse its commercially reasonable efforts to, and shall cause each of its the Company Subsidiaries and each of their respective Representatives to provideuse their reasonable best efforts to, provide all cooperation in connection with the arrangement of the Financing as may be reasonably required requested by Parent (provided that such requested cooperation does not unreasonably interfere with respect to the Equity Financing or any debt financing or indebtedness ongoing operations of the Company in connection with and the consummation of the TransactionsCompany Subsidiaries), including (i) making senior management of the Company available to participate in meetings, due diligence sessions, presentations, “road shows” and sessions with rating agencies, (ii) assisting with the preparation of customary materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Financing, (iii) furnishing Parent and its financing sources with customary financial and other pertinent information regarding the Company and the Company Subsidiaries (the “Required Information”), including financial statements, pro forma financial information, financial data, audit reports and other information of the and form customarily included in such documents, (iv) assisting Parent in obtaining approval accountants’ comfort letters, legal opinions, surveys and title insurance and (v) executing and delivering any commitment letters, underwriting or placement agreements, registration statements, pledge and security documents, other definitive financing documents or other requested certificates or documents, including a customary solvency certificate by the Chief Financial Officer of the Company (provided that (A) an increase in the size none of the Company Board to such number as is requested in writing by Parent letters, agreements, registration statements, documents and certificates shall be executed, delivered or filed except upon the occurrence of the Closing and (B) the election to effectiveness thereof shall be conditioned upon, or become operative after, the Company Board occurrence of the individuals who will serve as directors of Closing). Notwithstanding the Surviving Companyforegoing, in the case of each case of clauses (i) through (v) above of the prior sentence, (A) and (B), effective as none of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies to the extent requested by Parent. Neither the Company nor or any of its Subsidiaries shall (x) be required to pay any commitment or similar fee other fee, provide any security or incur any other liability or obligation in connection with the Financing prior to the Effective Time Closing, and (B) (I) all non-public or (y) other confidential information provided by the Company or any of its representatives pursuant to this Section 6.18 shall be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated kept confidential in accordance with the Confidentiality Agreement, except that Parent shall be permitted to disclose such information to potential lending syndicate members during syndication, subject to customary confidentiality undertakings by such potential syndicate members and (II) the Company shall be permitted a reasonable period to comment on any documents or other information circulated to potential financing sources that contain or are based upon any such non-public or other confidential information. Parent shall indemnify and hold harmless the Company, its terms prior to Subsidiaries and the occurrence Company’s Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the Effective TimeFinancing (including any action taken in accordance with this Section 6.18(b)) and any information utilized in connection therewith. Parent shall, Parent shall promptly upon request by the Company, reimburse the Company for any all documented and reasonable and documented out-of-pocket costs incurred by it the Company, its Subsidiaries and the Company’s Representatives in connection with this Section 6.18(b). The Company hereby consents to the reasonable use of its and its Subsidiaries’ logos in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Financing in a manner customary for similar financing transactions. Parent acknowledges and agrees that the Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as its Affiliates and employees have no responsibility for any financing that Parent may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee of the 2022 Notes or as may be required under the Facility Agreement raise in connection with the consummation transactions contemplated hereby. (c) Parent and Merger Sub acknowledge and agree that their obtaining of the TransactionsFinancing is not a condition to the Closing, including and reaffirm their obligations to consummate the Merger Transactions contemplated hereby, irrespective and (ii) customary legal opinions as are required by independently of the 2022 Indenture availability of the Financing or the Facility Agreement in connection with the consummation completion of the Transactions, including the Mergersuch issuance.

Financing. (a) Subject Purchaser may, at its option, obtain one or more financing commitment letters (each, a "Commitment Letter") in a customary form that provide for all or a portion of the amount of proceeds as contemplated by the Debt Financing Letter as in effect on the date hereof; provided that the aggregate amount of proceeds from the Debt Financing Letter (including any Commitment Letter) shall provide for at least the same amount of proceeds to Purchaser as the terms and conditions Debt Financing Letter as in effect on the date hereof. Any Commitment Letter shall include a termination date not earlier than the one-year anniversary of the date of execution of this Agreement. Any Commitment Letter shall be made by some or all of the lenders that are parties to the Debt Financing Letter as in effect on the date hereof or by another national financial institution of similar repute of the lenders that are party to the Debt Financing Letter as in effect on the date hereof. (b) Purchaser agrees to notify Seller if, each of Parent and Merger Sub at any time prior to the Closing Date, (i) the Debt Financing Letter shall, to the extent applicable, expire or be revoked or otherwise terminated for any reason or (ii) any financing source that is a party to the Debt Financing Letter notifies Purchaser that such source no longer intends to provide financing to Purchaser. Purchaser shall use its reasonable best efforts to consummate the Equity Financing at or prior remedy any matter referred to the Effective Time. (b) Parent shall give the Company prompt notice in clause (i) upon becoming aware of any breach of any material provision of any New Sponsor Equity Commitment Letter or termination of any New Sponsor Equity Commitment Letter by any party thereto or (ii) upon of the receipt of immediately preceding sentence as soon as reasonably practicable; provided that Purchaser shall not be required to enter into any written notice from any party financing commitments or understandings in an aggregate amount materially different, or on terms less beneficial to a New Sponsor Equity Commitment Letter with respect to any threatened breach of Purchaser in any material provision of such New Sponsor Equity Commitment respect, than those set forth in the term sheets attached to the Debt Financing Letter or threatened termination of any such New Sponsor Equity Commitment Letteras in effect on the date hereof. (c) Each party hereto shall provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required with respect to the Equity Financing or any debt financing or indebtedness of the Company in connection with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent If Purchaser has obtained a Commitment Letter and the Surviving Company benefit from Closing has not occurred on or before the existing lending relationships termination of the Group Companies to the extent requested by Parent. Neither the Company nor any of such Commitment Letter, Purchaser will use its Subsidiaries shall (x) be required to pay any commitment or similar fee prior to the Effective Time or (y) be required to commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, Parent shall promptly reimburse the Company for any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for the Surviving Company’s due assumption will provide Seller with a copy of, a new Debt Financing Letter that provides for at least the same amount of financing as such Commitment Letter and succession tofor other terms and conditions reasonably satisfactory to Purchaser and, to the Company’s obligations under extent the 2022 Indenture terms and conditions are materially less beneficial to Seller than those contained in the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by term sheets attached to the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the Merger.Debt Financing Letter,

Financing. (a) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub shall use its reasonable best efforts to consummate the Equity Financing at or prior to the Effective Time. (b) Parent shall give the Company prompt notice (i) upon becoming aware Parent has delivered to the Company true, complete and fully executed copies of the commitment letter (including all related exhibits, schedules, annexes, supplements and term sheets attached thereto, and including any breach related fee letter as described below, as each of any material provision of any New Sponsor Equity Commitment Letter the foregoing may be amended, supplemented, replaced, substituted, terminated or termination of any New Sponsor Equity Commitment Letter by any party thereto otherwise modified or (ii) upon waived from time to time after the receipt of any written notice from any party to a New Sponsor Equity Commitment Letter date hereof in compliance with respect to any threatened breach of any material provision of such New Sponsor Equity Commitment Letter or threatened termination of any such New Sponsor Equity Section 6.13, the “Debt Commitment Letter. (c”) Each from the Debt Financing Sources party hereto shall providethereto, and shall cause each confirming their respective commitments to provide Parent or any of its Subsidiaries and each of their respective Representatives to provide, all cooperation as may be reasonably required Affiliates with respect to the Equity Financing or any debt financing or indebtedness of the Company in connection with the consummation of the Transactions, including (i) the Company obtaining approval of (A) an increase transactions contemplated hereby in the size of amount set forth therein (the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B“Debt Financing”), effective as of immediately prior to the Effective Time, and . (ii) the Company using commercially reasonable efforts to ensure that the The Debt Commitment Letter is in full force and effect and is a valid and binding obligation of Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies or its Affiliates party thereto and, to the extent requested by knowledge of Parent. Neither , the Company nor any of other parties thereto, enforceable against Parent or its Subsidiaries shall (x) be required to pay any commitment or similar fee prior Affiliates party thereto and, to the Effective Time or (y) be required to commit to taking any action that is not contingent upon knowledge of Parent, the Closing (including entry into any agreement) or would be effective prior to the Effective Time. If this Agreement is terminated other parties thereto in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). As of the date hereof, the Debt Commitment Letter has not been amended or modified, and the commitments contained in the Debt Commitment Letter have not been withdrawn, rescinded or otherwise modified. All fees (if any) required to be paid under the Debt Commitment Letter on or prior to the occurrence date hereof have been paid in full. As of the Effective Timedate of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a material breach or default on the part of Parent or Merger Sub or, to the Knowledge of Parent, any other party thereto under any term of the Debt Commitment Letter which would reasonably be expected to materially impair or adversely affect the Debt Financing. As of the date hereof, Parent shall promptly reimburse and Merger Sub have no reason to believe that they or any other party thereto will be unable to satisfy on a timely basis any term of the Company Debt Commitment Letter. As of the date of this Agreement, Parent has no reason to believe that (A) any of the conditions precedent or other contingencies related to the funding of the Debt Financing will not be satisfied or (B) the Debt Financing will not be made available to Parent or Merger Sub on the Closing Date. Parent and Merger Sub each expressly agree and acknowledge that Parent’s and Merger Sub’s obligations to consummate the Merger, are not subject to, or conditioned on, Parent’s or Merger Sub’s receipt of any financing. (iii) There are no conditions precedent or other contingencies (including the consent of any lender under the Existing Credit Agreement which is not party to the Debt Commitment Letter) directly or indirectly related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. Other than the Debt Commitment Letter, there are no other contracts, arrangements or understandings entered into by Parent or any Affiliate thereof related to the funding or investing, as applicable, of the Debt Financing (except for any reasonable (i) customary fee letters relating to the commitments in the Debt Commitment Letter, a true, complete and documented out-of-pocket costs incurred by it in connection with fully executed copy of each of which has been provided to the Company’s compliance , with Section 6.07(c)(ionly the fee amounts, pricing terms, pricing caps and other commercially sensitive terms redacted or (ii) through (iiicustomary engagement letters or non-disclosure agreements which do not impact the conditionality or amount of the Debt Financing). (div) The Company shall use reasonable best efforts to obtain, execute and deliver such documents or instruments as may be required for Assuming the Surviving Company’s due assumption of, and succession toDebt Financing is funded on the Closing Date in accordance with the Debt Commitment Letter, the Company’s obligations under Closing is consummated in accordance with the 2022 Indenture terms of this Agreement and the Facility transactions in the Rollover and Support Agreements are consummated in accordance with the terms thereof, following satisfaction of the conditions precedent thereto, the aggregate proceeds of the Debt Financing together with no more than $5 million of cash of the Company will be in an amount sufficient to consummate the Merger and the other transactions contemplated by this Agreement, including to (i) customary closing certificates and other similar documents as may be reasonably requested by pay the trustee of the 2022 Notes or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the aggregate Merger Consideration pursuant to Section 4.01(a) and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation pay all related fees and expenses of the TransactionsParent, including the MergerMerger Sub and their respective representatives pursuant to this Agreement.

Financing. (a) Subject Immediately following the date hereof, TopCo Parent shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, advisable or proper to obtain the terms Pre-Emptive Rights Waiver as soon as practicable following the date hereof (and conditions in any event within thirty (30) Business Days of this Agreementthe date hereof). (b) TopCo Parent, each of Parent and Merger Sub shall use its their commercially reasonable best efforts to consummate take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, advisable or proper to arrange and obtain the Equity Financing at contemplated by the Financing Letters on or prior to the Effective Time. Closing Date on the terms and conditions described in the Financing Letters, including to: (bi) maintain in effect and comply with the Financing Letters and any Definitive Financing Agreements in accordance with their terms until the funding of the Financing to TopCo Parent or one or more of its Affiliates that are within its control on the Closing Date; (ii) satisfy on a timely basis all conditions to the funding of the Financing set forth in the Financing Letters and the Definitive Financing Agreements applicable to TopCo Parent or one or more of its Affiliates that are within its control; (iii) negotiate and enter into additional definitive debt financing agreements to the extent necessary (including the entrance into amended and/or restated versions of already existing definitive debt facility agreements) on the terms and conditions contemplated by the Debt Letters (the “Definitive Debt Financing Agreements”) and definitive equity financing agreements on the terms and conditions contemplated by the Equity Letters (the “Definitive Equity Financing Agreements” and together with the Definitive Debt Financing Agreements, the “Definitive Financing Agreements”); and (iv) subject to the satisfaction or waiver of the Financing Conditions, cause the Financing Sources to consummate the Financing, and fund the amounts thereunder on the Closing Date. TopCo Parent shall keep the Company reasonably informed on a current basis and in reasonable detail of the status of its efforts to arrange the Financing and to satisfy the conditions thereof. TopCo Parent will promptly provide to the Company copies of all Definitive Financing Agreements. TopCo Parent shall give the Company prompt written notice (i) upon becoming aware after the occurrence of any breach of the following: (A) any material provision of any New Sponsor Equity Commitment Letter breach or termination of any New Sponsor Equity Commitment Letter material default by any party thereto to the Financing Letters or definitive agreements related to the Financing of which TopCo Parent becomes aware; (iiB) upon the receipt by TopCo Parent, Parent or Merger Sub of any written notice or written communication from any Financing Source with respect to any actual or potential breach, default, termination or repudiation by any party to a New Sponsor Equity Commitment Financing Letter or any definitive agreements related to the Financing or of any provisions of any Financing Letter or such definitive agreements; (C) any material dispute or disagreement between or among any parties to any of the Financing Letters or any Definitive Financing Agreement with respect to the conditionality or amount of the Financing or the obligation to fund the Financing or the amount of the Financing to be funded at the Closing (but excluding ordinary course negotiations); (D) if for any threatened breach reason, TopCo Parent, Parent or Merger Sub at any time believes it will not be able to obtain all or any portion of the Financing in an amount sufficient to consummate the Offer, the Merger and the other Contemplated Transactions; and (E) any material provision fact, change, event or circumstance that could reasonably be expected to prevent or materially delay or impede the consummation of such New Sponsor the Offer, the Merger or the Financing contemplated by the Financing Letters. In the event that all conditions contained in the Financing Letters (other than, with respect to the Debt Financing, the availability of the Equity Commitment Letter or threatened termination Financing) have been satisfied and Parent is required to consummate the Closing pursuant to Section 2.04, TopCo Parent shall use its commercially reasonable efforts to cause each Financing Source to fund its respective portion of any such New Sponsor Equity Commitment Letterthe Financing required to consummate the transactions contemplated by this Agreement and to pay related fees and expenses on the Closing Date. (c) Each party hereto Prior to the Closing, TopCo Parent, Parent and Merger Sub shall providenot, and Parent shall cause each not permit Merger Sub to, agree to or permit any termination, amendment, replacement, supplement or other modification of, or waive any of its Subsidiaries rights, provisions or remedies under, the Financing Letters or Definitive Financing Agreements without the Company’s prior written consent which consent shall not be unreasonably withheld; provided, that TopCo Parent, Parent and each Merger Sub may, without the Company’s prior written consent, (i) enter into any amendment, replacement, supplement or other modification to or waiver of any provision of the Debt Letters or Definitive Debt Financing Agreements that would not, and would not reasonably be expected to, reduce the aggregate amount of the Debt Financing below an amount, together with the Equity Financing, and any available cash of TopCo Parent, the Company and their respective Representatives Subsidiaries, required to providepay the Merger Amounts, all cooperation or prevent, materially delay or impede the consummation of the Offer, the Merger or the Debt Financing contemplated by the Debt Letters; and (ii) amend, replace, supplement or otherwise modify the Debt Letters to add lenders, lead arrangers, book runners, syndication agents or similar entities that had not executed the Debt Letters as may of the date hereof so long as any such addition would not reasonably be reasonably required expected to prevent, materially delay or impede the consummation of the Offer, the Merger or the Debt Financing contemplated by the Debt Letters, but only, with respect to the Equity Financing or any debt financing or indebtedness of the Company in connection with the consummation of the Transactions, including foregoing clauses (i) the Company obtaining approval of (A) an increase in the size of the Company Board to such number as is requested in writing by Parent and (B) the election to the Company Board of the individuals who will serve as directors of the Surviving Company, in each case of clauses (A) and (B), effective as of immediately prior to the Effective Time, and (ii) the Company using commercially reasonable efforts to ensure that the Parent and the Surviving Company benefit from the existing lending relationships of the Group Companies ), to the extent requested by Parent. Neither the Company nor any of its Subsidiaries shall doing so would not (x) be required to pay impose new or additional conditions or expand, amend or modify any commitment or similar fee prior existing condition to the Effective Time receipt and availability of the Debt Financing in a manner that would reasonably be expected to prevent or materially delay or impede the ability of Parent to consummate the Closing or (y) be required adversely impact the ability of TopCo Parent, Parent or Merger Sub, as applicable, to commit to taking enforce its rights against the Debt Financing Sources under the Debt Letters. Upon any action that is not contingent upon such amendment, replacement, supplement or modification, the Closing (including entry into any agreement) term “Debt Letters” and “Definitive Debt Financing Agreements” shall mean the Debt Letters or would be effective prior to the Effective TimeDefinitive Debt Financing Agreements, as applicable, as so amended, replaced, supplemented or modified. If this Agreement is terminated in accordance with its terms prior to the occurrence of the Effective Time, TopCo Parent shall promptly reimburse deliver to the Company for copies of any reasonable and documented out-of-pocket costs incurred by it in connection with the Company’s compliance with Section 6.07(c)(i) through (iii). (d) The Company shall use reasonable best efforts to obtainsuch amendment, execute and deliver such documents replacement, supplement or instruments as may be required for the Surviving Company’s due assumption of, and succession to, the Company’s obligations under the 2022 Indenture and the Facility Agreement, including (i) customary closing certificates and other similar documents as may be reasonably requested by the trustee modification of the 2022 Notes Debt Letters or as may be required under the Facility Agreement in connection with the consummation of the Transactions, including the Merger and (ii) customary legal opinions as are required by the 2022 Indenture or the Facility Agreement in connection with the consummation of the Transactions, including the MergerDefinitive Debt Financing Agreements.