Common use of Financing Clause in Contracts

Financing. The Company shall, and shall cause the other Company Entities to, cooperate with the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters (collectively, the “Debt Financing”), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faith.

Financing. The Company shall(a) Purchaser has delivered to Seller true, complete and shall cause correct copies of the other Company Entities toexecuted debt commitment letter, cooperate with the Parent Parties dated as of December 19, 2012, between Purchaser and their lenders with any Parent Party’s efforts to arrange new debt financing or maintainBank of America, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement Royal Bank of Canada and the executed fee letters associated therewith (provided, that provisions in the fee letters related to fees, pricing caps and certain economic terms of the market flex (none of which would adversely affect the amount or availability of the Debt Financing Commitment Letters Financing) may be redacted) (such commitment letter, together with all exhibits, schedules, annexes, supplements and amendments thereto and the fee letters, collectively, the “Debt FinancingFinancing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, Bank of America, N.A. and Royal Bank of Canada have agreed to lend the amounts set forth therein (the “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement. The Debt Financing Commitment has not been amended, restated or otherwise modified or waived prior to the date of this Agreement, and no such amendment, restatement, modification or waiver is contemplated (in whole except for amendments or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due modifications permitted by the Parent Parties hereunderSection 6.11, (b) any Expenses and (c) the refinancing and, as of the Credit Agreement; provided that such cooperation does date hereof, the commitment contained in the Debt Financing Commitment has not unreasonably interfere with the ongoing operations been withdrawn, terminated or rescinded in any respect. As of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related todate hereof, there are, and provide reasonable assistance withare contemplated to be, no other agreements, side letters or arrangements relating to the Debt Financing Commitment (other than as expressly set forth in the Debt Financing Commitment furnished to Seller pursuant to this Section 5.07(a)). As of the date hereof, the marketing efforts Debt Financing Commitment is in full force and effect and constitutes the legal, valid and binding obligations of each of Purchaser and, to the knowledge of Purchaser, the other parties thereto. There are no conditions or other contingencies related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with funding of the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 full amount of the Debt Financing Commitment Letter and the conditions (including any “flex” provisions), other than as expressly set forth in paragraphs 3the Debt Financing Commitment. Assuming performance by Seller of its obligations that are required to be performed prior to the Closing, 4 the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Debt Financing Commitment, together with Purchaser’s cash on hand plus proceeds of sales of stock, if any, in lieu of issuance of the Stock Consideration, will be sufficient for Purchaser to pay the Estimated Cash Consideration on the Closing Date, any payment required to be made by Purchaser pursuant to Section 3.05 and 8 all related fees and expenses and any other payment contemplated in this Agreement. As of Exhibit C the date hereof, (i) no event has occurred that would result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) by Purchaser under the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2ii) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and Purchaser does not and will not contain have any untrue statement of a material fact or omit reason to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, believe that any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related conditions to the Debt Financing will not be satisfied or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and will not be available to Purchaser on the Closing Date. Purchaser has fully paid all commitment fees or other fees required to be paid on or prior to the date hereof pursuant to the Debt Financing Commitment. (b) Except as otherwise contemplated by Section 6.11(b), the obligations of Purchaser under this Agreement are not subject to any information used in connection therewith (other than information provided by conditions regarding the Company ability of Purchaser, any of its Affiliates or any other Person to obtain financing for the consummation of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithtransactions contemplated hereby.

Financing. The Company shallIf any Grantor shall be subject to any Insolvency or Liquidation Proceeding and the ABL Agent consents to the use of cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code; herein, and shall cause “Cash Collateral”), which is ABL Priority Collateral or to permit or provide any Grantor to obtain financing under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law or any other Company Entities to, cooperate person with the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintainconsent of the ABL Agent (such financing, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters (collectively, the a “Debt DIP Financing”), for then the Notes Agent agrees that it will (i) consent to such Cash Collateral use, (ii) raise no objection to such DIP Financing (including objecting on the basis that the Notes Agent or Note Claimholder lack adequate protection), (iii) will not seek adequate protection in whole or partconnection with such DIP Financing and (iv) satisfying Parent’s obligations will subordinate its Liens in the ABL Priority Collateral to pay the Liens securing such DIP Financing; provided that (a) with respect to any Cash Consideration and other amounts due DIP Financing extended by the Parent Parties hereunderABL Lenders, the principal amount of any such DIP Financing plus the outstanding principal amount of other ABL Obligations does not exceed the $60.0 million (the “ABL Cap”) (provided any such objection shall be limited to such provision), (b) any Expenses and such Cash Collateral use or DIP Financing does not compel any Grantor to seek confirmation of a specific Plan of Reorganization for which all or substantially all of the material terms are set forth in the Cash Collateral order or DIP Financing documentation (provided that any such objection shall be limited to such provision), (c) the refinancing any Cash Collateral order or DIP Financing documentation does not expressly require any liquidation of the Credit Agreement; Notes Priority Collateral prior to a default under the Cash Collateral order or DIP Financing documentation (provided that any such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance objection shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related tobe limited to such provision), and provide reasonable assistance with, the marketing efforts related to (d) any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver DIP Financing is otherwise subject to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) terms of this Section 6.17Agreement. The Notes Agent agrees that neither it nor any Note Claimholder shall, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing directly or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Informationindirectly, provide, and cause the Company Entities and its Representatives offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Parent Parties and their Financing Sources such information as may be necessary so that Liens securing the financing information pertaining to ABL Obligations on the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained thereinABL Priority Collateral. If, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Cash Collateral use or DIP Financing, (ii) enter into any definitive agreement related Liens on the ABL Priority Collateral held by ABL Claimholders are subject to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability a surcharge or any obligation under any certificateare subordinated to an administrative priority claim, document, instrument, credit agreement a professional fee “carve out,” or any related document or any other agreement or document related fees owed to the Debt Financing Trustee, then the Liens on the ABL Priority Collateral of Note Claimholders shall also be subordinated to such interest or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, claim and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except remain subordinated to the extent finally determined by a court Liens on the ABL Priority Collateral of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithABL Claimholders consistent with this Agreement.

Financing. (a) The Parent has delivered to the Company shalltrue, complete and shall cause correct copies of: (i) the other Company Entities toexecuted commitment letter, cooperate with dated as of May 3, 2010 between Merger Sub, Bank of America, N.A., Banc of America Securities LLC, Banc of America Bridge LLC, Barclays Bank PLC, Credit Suisse Securities (USA) LLC, Credit Suisse AG, Cayman Islands Branch, UBS Loan Finance LLC, UBS Securities LLC (the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the “Debt Financing Commitment Letters Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, Bank of America, N.A., Banc of America Securities LLC, Banc of America Bridge LLC, Barclays Bank PLC, Credit Suisse Securities (USA) LLC, Credit Suisse AG, Cayman Islands Branch, UBS Loan Finance LLC, UBS Securities LLC have agreed to lend the amounts set forth therein (the “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement; and (ii) the executed equity commitment letter, dated as of May 3, 2010 among the Parent, Silver Lake Partners III, L.P., Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, L.P. (collectively, the “Investors”) (the “Equity Financing Commitment” and together with the Debt FinancingFinancing Commitment, the “Financing Commitments”), for (in whole or part) satisfying Parent’s obligations pursuant to pay (a) any Cash Consideration which, upon the terms and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related subject to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3therein, 4 and 8 of Exhibit C each of the Debt Financing Commitment Letter Investors has committed to invest the cash amount set forth therein (the information “Equity Financing” and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate together with the Debt Financing; and (viii) in addition to , the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading“Financing”). None of the representationsFinancing Commitments has been amended or modified prior to the date of this Agreement, warranties or covenants and, as of the Company shall be deemed date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, terminated or rescinded in any respect. As of the date hereof, there are no other agreements, side letters or arrangements to apply to, which the Parent or deemed breached or violated by, Merger Sub is a party relating to any of the actions contemplated by this Financing Commitments that could affect the availability of the Financing. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of each of the Parent, Merger Sub and, to the knowledge of the Parent, the other parties thereto. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (including any “flex” provisions), other than as expressly set forth in the Financing Commitments. Assuming the accuracy of the representations and warranties set forth in Section 6.17 or by any action taken 3.2 and performance by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts obligations under this Agreement, the aggregate proceeds to arrange and consummate any Debt Financing. Anything in this Section 6.17 be disbursed pursuant to the contrary notwithstandingagreements contemplated by the Financing Commitments, until in the Effective Time occursaggregate and together with the available cash, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger cash equivalents and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request marketable securities of the Company, will be required sufficient for the Parent and the Surviving Corporation to incur pay the aggregate Merger Consideration and to provide Interactive Data (Europe) Limited with sufficient funds to make the deposit into the Escrow Account of the amount of £53 million contemplated by the UK Pension Transitional Agreement, the amounts to be paid pursuant to Section 2.1(d) and all related fees and expenses. As of the date hereof, no event has occurred which would result in any other out breach or violation of pocket expenses or constitute a default (other than immaterial incidental expenses) in connection or an event which with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mailnotice or lapse of time or both would become a default) by the Company (such written request Parent or Merger Sub under the Financing Commitments, and the Parent does not have any reason to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred believe that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries conditions to the Financing will not be satisfied or their respective Representatives in connection with any action taken that the Financing will not be available to the Parent on the Closing Date. The Parent has fully paid all commitment fees or other fees required to be paid on or prior to the date hereof pursuant to the Financing Commitments. (b) Except as otherwise contemplated by any of them at Section 7.4(b), the request obligations of the Parent Parties or their Financing Sources pursuant toand Merger Sub under this Agreement are not subject to any conditions regarding the Parent’s, and in accordance withMerger Sub’s, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against Affiliates’, or any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with other Person’s ability to obtain financing for the arrangement consummation of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithtransactions contemplated hereby.

Financing. The Company shall, and shall cause the other Company Entities to, cooperate with the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters (collectively, the “Debt Financing”), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance true, accurate and complete copies of (a) fully executed equity commitment letters, dated as of the date of this Agreement (the “Equity Commitment Letters”), as to which the Company is a named third party beneficiary, pursuant to which each of the parties listed on Exhibit D hereto (collectively, the “Investors”) has committed to provide or cause to be provided the cash amounts set forth therein to provide equity financing to Parent and/or Merger Sub, and (b) a fully executed debt commitment letter, dated as of the date of this Agreement (the “Debt Commitment Letter” and together with the Equity Commitment Letters, the “Financing Commitments”) pursuant to which, and subject to the terms and conditions thereof, the lenders party thereto have committed to provide Merger Sub with loans in the amounts described therein, the proceeds of which are to be used to consummate the Offer, the Merger and the other transactions contemplated hereby and pay related fees and expenses (the “Debt Financing” and together with the equity financing pursuant to the Equity Commitment Letter, the “Financing”). Each of the Financing Commitments, in the form so delivered, is a legal, valid and binding obligation of Parent and /or Merger Sub and, to Parent’s knowledge, the other parties thereto. As of this date of this Agreement, the Financing Commitments are in full force and effect and have not been withdrawn, rescinded or terminated or otherwise amended or modified in any respect. As of the date of this Agreement, neither Parent nor Merger Sub is in breach of any of the terms or conditions set forth therein and no event has occurred which, with or without notice, lapse of time or both, could reasonably be expected to constitute a breach or failure to satisfy a condition precedent set forth therein on the Marketing Period otherwise would have begun part of Parent. Parent or Merger Sub has paid any and all commitment or other fees required by the Financing Commitments that are due as of the date hereof, and will pay, after the date hereof, all such commitments and fees as they become due. There are no side letters or other agreements or arrangements relating to the Financing to which Parent, Merger Sub or any of their affiliates are a party containing additional conditions precedent to the Financing. The proceeds funded under the Financing Commitments (if or any alternative financing obtained pursuant to Section 6.11), when funded in accordance with the Required Information did Financing Commitments (or such alternative financing), will constitute all of the financing required for the consummation of the transactions contemplated hereby, together with not include such pro forma more than the Minimum Cash Amount will be sufficient for (i) the satisfaction of all Parent’s and summary financial dataMerger Sub’s obligations under this Agreement, including the payment of the Merger Consideration and the Option and Stock Based Consideration (including obligations under Section 1.1(e) and Section 3.2(a)) and (1ii) any post-Closing fees and expenses of or pro forma cost savingspayable by Parent, capitalization and other post-Closing Merger Sub or pro forma adjustments (the Surviving Corporation. The Debt Commitment Letter contains all of the conditions precedent to the obligations of the lenders thereunder to make the Debt Financing available to Parent on the terms therein, and the assumptions relating thereto) desired by Equity Commitment Letter contains all of the conditions precedent to the obligations of the funding party to make the equity financing thereunder available to the Parent on the terms therein, and, as of the date hereof, neither Parent nor Merger Sub has reason to believe that it will be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments unable to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction satisfy on a timely basis of all any conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party the Equity Commitment Letter or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithCommitment Letter.

Financing. The Company shall, and shall cause the other Company Entities to, cooperate with the 4.5.1 Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters (collectively, the “Debt Financing”), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining has delivered to the Company a true and complete copy of the executed Debt Commitment Letter and Equity Commitment Letters as in effect on the date hereof (with, in the case of the Debt Commitment Letter and any related Debt Fee Letter, only the fee amounts, interest rates, original issue discount, economic and other Company Entities “market flex” terms or commercially sensitive information redacted, none of which redacted provisions would be reasonably requested by expected to adversely affect the Parent Parties that is reasonably necessary to obtain such Debt Financingamount, including all information and data necessary to satisfy Section 2 conditionality, availability, timing or termination of the Debt Financing on the Closing Date). As of the date hereof, neither Parent nor any of its Affiliates has entered into any agreement, side letter or other arrangement relating to funding of the Debt Financing and Equity Financing, other than as set forth in the Commitment Letters and, in the case of the Debt Financing, for the Debt Fee Letter (including any “market flex” provisions set forth therein). 4.5.2 As of the Closing Date, subject to the terms and conditions set forth in the Commitment Letters and in this Agreement and assuming the satisfaction of the conditions set forth in Sections 6.1 and 6.3 and the conditions set forth in paragraphs 3the Commitment Letters, 4 and 8 of Exhibit C the aggregate proceeds of the Debt Financing (both before and after giving effect to the exercise of any or all “market flex” provisions related thereto) will be sufficient to consummate the Transactions, including the payment of the Merger Consideration on the Closing Date and all related fees and expenses and prepayment of debt under the Credit Facilities. To Parent’s knowledge as of the date hereof, the respective commitments contained in the Commitment Letter Letters have not been withdrawn or rescinded in any respect. As of the date hereof, the Commitment Letters in the form so delivered are in full force and effect against Parent and represent a valid, binding and enforceable obligation of Parent and, to Parent’s knowledge, each other party thereto, to provide the financing contemplated thereby subject only to the satisfaction or waiver of the conditions set forth in the Commitment Letters as of the date hereof and except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought (the information and data required regardless of whether enforcement is sought in a proceeding at law or in equity). Parent has fully paid (or caused to be delivered pursuant fully paid) any and all commitment fees and other amounts that are due and payable on or prior to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) date of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources Agreement in connection with the repayment Financing. As of the existing Indebtedness date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a breach or default on the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to providepart of Parent or, to the Parent Parties knowledge of Parent, any other party thereto under any of the Commitment Letters. As of the date hereof, assuming the representations and their Financing Sources such information as may be necessary so that the financing information pertaining to warranties made by the Company and the other Company Entities is complete in Article 3 are true and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light satisfaction of the circumstances under which such statements are madeconditions set forth in Section 6.1 and 6.3, not misleading. None of the representations, warranties or covenants of the Company shall be deemed Parent has no reason to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing believe that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document it or any other agreement party thereto will be unable to satisfy on a timely basis any term of the Commitment Letters or document that the full amount of the Financing will not be made on a timely basis. The only conditions precedent or other contingencies related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement funding of the Debt Financing on the Closing Date are the conditions set forth in the Commitment Letters as of the date hereof. As of the date hereof, assuming the representations and any information used in connection therewith (other than information provided warranties made by the Company or in Article 3 are true and correct in all material respects and the satisfaction of the 89887722_19 150326672.16 conditions set forth in Section 6.1 and 6.3, Parent has no reason to believe that (i) any of such conditions will not be satisfied or (ii) the Company Subsidiaries) Financing will not be made available to Parent on the Closing Date. 4.5.3 Parent understands and all other actions taken by acknowledges that under the Companyterms of this Agreement, Parent’s obligation to consummate the Company Subsidiaries and their respective Representatives taken at Merger is not in any way contingent upon or otherwise subject to Parent’s consummation of any financing arrangements, Parent’s obtaining of any financing or the request availability, grant, provision or extension of Parent pursuant any financing to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithParent.

Financing. The Parent has delivered to the Company shalltrue and complete copies of: (i) the executed commitment letter, dated as of August 4, 2011 between Parent, Bank of America, N.A., Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated, Barclays Bank PLC, Barclays Capital, the investment banking division of Barclays Bank, Citigroup Global Markets Inc., Credit Suisse AG, Credit Suisse Securities (USA) LLC, JPMorgan Chase Bank, N.A. and shall cause the other Company Entities to, cooperate with the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters X.X. Xxxxxx Securities LLC (collectively, the “Debt FinancingFinancing Sources”) and excerpts of those portions of the Fee Letter and any other executed fee letter and engagement letter associated therewith that contain any conditions to funding or “flex” provisions or other provisions (excluding provisions related solely to fees and economic terms (other than covenants) agreed to by the parties) regarding the terms and conditions of the financing to be provided by such commitment letter (such commitment letter, including all exhibits, schedules, annexes and amendments thereto and each such fee letter and engagement letter, collectively, (the “Debt Financing Commitment”), for (in whole or part) satisfying Parent’s obligations pursuant to pay (a) any Cash Consideration which, upon the terms and other amounts due by subject to the Parent Parties hereunder, (b) any Expenses and (c) the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance withconditions set forth therein, the marketing efforts related Debt Financing Sources have agreed to any such lend the amounts set forth therein (the “Debt Financing, including roadshows”) for the purpose of funding the Transactions; (ii) cause the Company’s senior management executed equity commitment letter, dated as of August 4, 2011 among Sophia Holding I and Representatives to provide reasonable assistance Xxxxxxx & Xxxxxxxx Capital Partners VI, L.P. and the other parties thereto (collectively, the “Investors”) (the “Transaction Equity Financing Commitment” and together with the preparation Debt Financing Commitment, the “Transaction Financing Commitments”), pursuant to which, upon the terms and subject to the conditions set forth therein, each of rating agency presentations the Investors has committed to invest the cash amount set forth therein (the “Transaction Equity Financing” and to participate in a reasonable number of meetings together with rating agenciesthe Debt Financing, as may be requested by any Parent Partythe “Transaction Financing”); and (iii) deliver the executed equity commitment letter, dated as of August 4, 2011 among Datatel and the Investors (the “Termination Fee Equity Financing Commitment” and together with the Transaction Financing Commitments, the “Financing Commitments”), pursuant to which, upon the terms and subject to the Parent Parties conditions set forth therein, each of the Investors has committed to invest the cash amount set forth therein (the “Termination Fee Equity Financing” and their together with the Transaction Financing, the “Financing”). None of the Financing Sources any financial information pertaining Commitments have been amended or modified prior to the Company date of this Agreement, and, as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn, terminated or rescinded in any respect. As of the date hereof, there are no other agreements, side letters or arrangements to which Parent or Merger Sub is a party relating to any of the Financing Commitments that could affect the availability of the Financing. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of each of Parent and, to the knowledge of Parent, the other Company Entities reasonably requested by parties thereto. There are no conditions precedent related to the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 funding of the Debt full net proceeds of the Financing Commitment Letter and (including any “market flex” provisions) other than as expressly set forth in the Financing Commitments. Assuming the satisfaction of the conditions set forth in paragraphs 3Section 8.3(a) and Section 8.3(b), 4 or Section 8.3(a) and 8 of Exhibit C Section 8.3(b) of the Debt Financing Commitment Letter (Asset Purchase Agreement, as applicable, the information and data required aggregate proceeds to be delivered disbursed pursuant to this clause (iii) being referred to as the “Required Financial Information”)agreements contemplated by the Transaction Financing Commitments, provided that in the event any pro forma aggregate and summary financial data has been requested pursuant to this clause (iii) together with the available cash, cash equivalents and marketable securities of this Section 6.17Datatel and its Subsidiaries, such pro forma and summary financial data shall not will be considered a part of the Required Financial Information unless sufficient for Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired Surviving Corporation to pay the Merger Consideration, Purchaser Company to pay the Purchase Price, Datatel and each of its Subsidiaries to refinance their outstanding Indebtedness that is required by Parent its terms to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources refinanced in connection with the repayment consummation of the existing Indebtedness Transactions and the Datatel Entities and their respective Subsidiaries to pay the fees and expenses of the Company or any other Company Entity; Datatel Entities and the SunGard Entities (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Informationextent reimbursable under Section 7.15) related to the foregoing. As of the date hereof, provideno event has occurred which would result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) by Parent under any of the Financing Commitments, and cause neither Sophia Holding I nor Datatel has any reason to believe that any of the Company Entities and its Representatives conditions to provide, to any of the Parent Parties and their Financing Sources such information as may will not be necessary so satisfied or that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and Financing will not contain any untrue statement be available to Sophia Holding I or Datatel, as applicable, on the date of a material fact or omit to state a material fact necessary to make the statements contained thereinApplicable Closing or, in the light case of the circumstances under which such statements are madeTermination Fee Equity Financing, not misleadingon the date the Parent Termination Fee is payable in accordance with Section 9.2(b). None The Datatel Entities have fully paid all commitment fees or other fees required to be paid on or prior to the date hereof pursuant to the Financing Commitments. Except as otherwise contemplated by Section 9.4, the obligations of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by Datatel Entities under this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing Agreement and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company Asset Purchase Agreement are not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related subject to any proposed Debt Financing that is not conditioned upon consummation of conditions regarding their ability to obtain financing for the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithTransactions.

Financing. The Company shallAttached hereto as Exhibit C are true, complete and correct copies of (i) the Class A Convertible Preferred Unit Purchase Agreement, by and among Purchaser, Rodeo Finance Aggregator LLC and GSO Rodeo Holdings LP (the “Investors”), dated as of the date hereof, pursuant to which, and shall cause subject to the other Company Entities toterms and conditions of which, cooperate the Investors have agreed to provide equity financing (the “Equity Financing”) to Purchaser in connection with the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintaintransactions contemplated by this Agreement (the “Securities Purchase Agreement ”), and amend and/or increase, any Parent Entities’ existing credit facilities, including (ii) an executed commitment letter (the Credit Agreement “Debt Commitment Letter”) and corresponding customarily redacted fee letters (none of which redacted terms affect the amount or availability of the Debt Financing Commitment Letters or imposed any conditions on the receipt of the Debt Financing) (collectivelythe “Fee Letter”) from the financial institutions identified therein (the “Lenders”) to provide, subject to the terms and conditions therein, debt financing in the amounts set forth therein (the “Debt Financing Commitments,” as each may be amended or replaced from time to time to the extent permitted by Section 6.18 and, together with the Securities Purchase Agreement, the “Financing Commitments”) for the purpose of funding the transactions contemplated by this Agreement (being collectively referred to as the “Debt Financing”), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing . Each of the Credit Agreement; provided that such cooperation does not unreasonably interfere with Financing Commitments is a legal, valid and binding obligation of Purchaser, and to the ongoing operations Knowledge of Purchaser, the other parties thereto. As of the Company date hereof, each of the Financing Commitments is in full force and effect, and none of the Company SubsidiariesFinancing Commitments has been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated. Such assistance shall include using commercially reasonable efforts to: Purchaser is not in breach of any of the terms or conditions set forth in any of the Financing Commitments, and as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein. As of the date hereof, Purchaser (i) participate in reasonable number has no reason to believe that any event has occurred that (with or without notice or lapse of meetings related totime, and provide reasonable assistance withor both) would constitute a breach or default under any of the Financing Commitments, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause is not aware of any fact, event or other occurrence that makes any of the representations or warranties of Purchaser in any of the Financing Commitments inaccurate in any material respect and (iii) has no reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied on a timely basis or that the Financing contemplated by the Financing Commitments will not be made available on the Closing Date. The Investors have not, and as of the date, no Financing Source has notified Purchaser of their intention to terminate all or any portion of the Financing Commitments or not to provide the Financing. The net cash proceeds from the Financing (including any Alternative Financing), together with available cash on hand, will be sufficient to satisfy all of Purchaser’s obligations hereunder, including the payment of the Purchase Price and any other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement. Purchaser has paid in full any and all commitment or other fees required by the Debt Financing Commitments that are due as of the date hereof, and will pay, after the date hereof, all such fees as they become due. There are no conditions precedent or contingencies to the obligations of the parties under the Financing Commitments (including pursuant to any “flex” provisions in the related fee letter or otherwise) to make the full amount of the Financing available to Purchaser on the terms therein except as expressly set forth in the unredacted portion of the Financing Commitments. There are no side letters or other agreements, understandings, contracts or arrangements (written, oral or otherwise) related to the Financing (other than the Financing Commitments). There are no conditions precedent, contingencies or requirements to such funding other than any of the conditions expressly set forth in the unredacted portions of the Financing Commitments nor any reduction to the aggregate amount available under the Financing Commitments on the Closing Date (nor any term or condition which would have the effect of reducing the aggregate amount available under the Financing Commitments on the Closing Date). Subject to the Company’s senior management and Representatives to provide reasonable assistance compliance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company this Agreement and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 satisfaction (or waiver) of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3Section 9.1 and Section 9.2 (other than those conditions that by their nature are to be satisfied at the Closing, 4 and 8 but subject to the satisfaction or waiver of Exhibit C such conditions), as of the Debt Financing Commitment Letter (the information and data required date hereof, Purchaser has no reason to believe that it will be delivered pursuant unable to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction satisfy on a timely basis of all any conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment funding of the existing Indebtedness full amount of the Company Financing, or that the Financing will not be available on the Closing Date. For the avoidance of doubt, it is not a condition to Closing under this Agreement for Purchaser to obtain the Financing or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Alternative Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faith.

Financing. The Company shall(a) Subject to the terms and conditions of this Agreement, and Purchaser shall cause the other Company Entities to, cooperate with the Parent Parties and their lenders with any Parent Party’s use its commercially reasonable efforts to arrange new debt financing take, or maintaincause to be taken, all actions and amend and/or increaseto do, any Parent Entities’ existing credit facilitiesor cause to be done, including all things necessary, proper or advisable to obtain and to consummate the Credit Equity Financing and to obtain and, if necessary, consummate the Debt Financing on the terms and conditions described in the Securities Purchase Agreement and the Debt Commitment Letter (including the flex provisions), subject to any amendments or modifications thereto permitted by this Section 6.18, including using its commercially reasonable efforts to (i) maintain in effect the applicable Financing Commitment Letters Commitments, subject to any amendments or modifications thereto permitted by Section 6.18(b), (collectivelyii) negotiate, execute and deliver definitive agreements with respect to the applicable Debt Financing Commitments on terms and conditions (including the flex provisions) contained therein, subject to any amendments or modifications thereto permitted by Section 6.18(b), (iii) satisfy on a timely basis all conditions that are applicable to Purchaser contained in the applicable Financing Commitments (or, in the case of the Debt Financing Commitments, any definitive agreements relating thereto), including the payment of any commitment, engagement or placement fees required as a condition to the applicable Financing and due and payable by Purchaser, (iv) enforce its rights under the applicable Financing Commitments (or, in the case of the Debt Financing Commitments, any definitive agreements relating thereto), (v) comply with its obligations under the applicable Financing Commitments (or, in the case of the Debt Financing Commitments, any definitive agreements relating thereto) and (vi) consummate, as necessary, the applicable Financing at or prior to the Closing. Purchaser shall provide such information as shall be necessary to keep Seller informed on a reasonable basis and in reasonable detail of the status of its efforts to arrange the debt Financing (including providing the Company with copies of all definitive agreements and other documents related to the Debt Financing). Purchaser shall give the Company prompt notice upon having knowledge of any breach by any party of any of the Financing Commitments to the extent it would impair or delay the Closing or result in insufficient financing to consummate this Agreement or any termination of any of the Financing Commitments. In the event Purchaser becomes aware that all or any portion of the Debt Financing has become unavailable, Purchaser shall promptly notify Seller and shall, in consultation with Seller, use its commercially reasonable efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions no less favorable to Purchaser and to Seller than the terms and conditions set forth in the Debt Commitment Letter and that would not have any of the effects specified in Section 6.18(b) (any such alternative financing, “Debt Alternative Financing”). If an Alternative Financing is required in accordance with this Section 6.18(a), Purchaser shall obtain, and when obtained, provide Seller with a copy of, a new financing commitment that provides for such Alternative Financing, and Purchaser shall comply with its covenants in this Section 6.18(a) and Section 6.18(b) with respect to such new financing commitment (in whole as if such financing commitment were the Debt Commitment Letter). Purchaser shall give Seller prompt notice of (A) subject to any amendments or partmodifications permitted by Section 6.18(b), the expiration or termination of all or any portion of the Financing Commitments (including pursuant to any Alternative Financing) satisfying Parent’s obligations or any definitive documentation relating to pay the foregoing; (aB) for any Cash Consideration and other amounts due reason, all or any portion of the Financing (including pursuant to any Alternative Financing or definitive documents relating to any of the foregoing) becoming unavailable; or (C) a breach or repudiation by any party to the Parent Parties hereunder, Financing Commitments or Alternative Financing (including any definitive documents relating to any of the foregoing) of which Purchaser becomes aware. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not, without the prior written consent of Seller, agree to or permit any Expenses amendment, replacements, supplement or other modification of, or waive any of its rights or remedies under the Securities Purchase Agreement, Debt Commitment Letter or Fee Letter (or any definitive agreements executed in connection therewith); provided that Purchaser may (i) make such amendments, replacements, supplements, modifications or waivers if they (w) do not add new (or adversely modify any existing) conditions to the consummation of the Financing as compared to those in the Securities Purchase Agreement, Debt Commitment Letter and Fee Letter as of the date hereof, (x) do not adversely affect the ability of Purchaser to timely consummate the Sale and the other transactions contemplated hereby (including, by making the conditions therein less likely to be satisfied or materially delaying, materially impeding, or preventing the Closing), (y) do not adversely affect the ability of Purchaser to enforce its rights against the other parties to the Securities Purchase Agreement, Debt Commitment Letter or Fee Letter as in effect on the date hereof or in any definitive agreements executed in connection therewith or (z) reduce the aggregate amount of the Financing contemplated thereunder in such a manner that would be reasonably likely to hinder or delay the Closing or the date on which the Financing would be obtained or that would cause the aggregate amount of Financing to equal an amount that would not equal or exceed the Purchase Price and (ii) amend the Debt Commitment Letter or the Securities Purchase Agreement to add investors, underwriters, initial purchasers, placement agents, lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Debt Commitment Letter or the Securities Purchase Agreement as of the date of this Agreement, so long as any such addition would not reasonably be expected to prevent, materially hinder or materially delay the consummation of the Debt Financing or the Equity Financing or the transactions contemplated by this Agreement or the availability of the Debt Financing under the Debt Commitment Letter or the Equity Financing under the Securities Purchase Agreement. Purchaser shall promptly deliver to Seller copies (redacted only as to fee amounts, dates and certain other economic terms, including in respect of “market flex” and “securities demand” provisions, in the case of the Fee Letters) of any such amendment, replacement, supplement or other modification or waiver of the Debt Commitment Letter, Fee Letter or Securities Purchase Agreement. (c) Prior to the refinancing Closing, Seller shall use commercially reasonable efforts to, and cause the members of the Credit Agreement; Alkali Group and their respective officers, employees and advisors, including financial and accounting advisors, of Seller and the members of the Alkali Group, to provide such cooperation as is reasonably requested by Purchaser in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company Seller and the Company its Subsidiaries. Such assistance shall include using commercially reasonable efforts to: ), including (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate participating in a reasonable number of lender meetings and calls, drafting sessions, rating agency presentations, due diligence sessions (including accounting due diligence sessions) and sessions with rating prospective underwriters, initial purchasers, placement agents, lenders, investors and ratings agencies, as may be requested by in each case at mutually agreed times; (ii) assisting Purchaser in the preparation of (A) a customary offering document, prospectus supplement, private placement memorandum and/or bank information memorandum and similar marketing documents for any Parent Partyof the Financing and (B) materials for rating agency presentations; (iii) deliver to providing the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Supplemental Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of ParentStatements; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause requesting that its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use using commercially reasonable efforts to cause such independent auditors to provide customary “comfort” letters (including “negative assurance” comfort), together with drafts of such comfort letters such independent accountants are prepared to deliver upon the “pricing” of any Debt Financing that is an obligation debt or equity securities; and (v) participation by the senior management team of the Company Alkali Group in the marketing activities undertaken in connection with the marketing of the Financing, including (A) assisting in the preparation of a customary bankbook, offering memorandum, confidential information memorandum, prospectus supplement, lender presentations, syndication documents, business projections and similar documents and (B) attending a reasonable number of meetings at mutually agreeable times with prospective lenders or debt or equity investors, sessions with rating agencies for the Financing and due diligence sessions; (vi) providing customary authorization and/or representation letters in connection with the distribution of the bank information memoranda contemplated by the Debt Commitment Letters to remain prospective lenders and identifying any portion of the information therein that constitutes material non-public information regarding the Alkali Group; provided that such letters and confirmations expressly state that (x) no member of the Seller Group shall have any liability of any kind or nature resulting from the use of information in effect from connection with their cooperation with arranging the Financing and after (y) the Closing recipient of such letters of authorization shall be entitled to rely only on the representations and warranties contained in the Financing documents; (vii) facilitating the execution and delivery by the appropriate officers of the Alkali Group of underwriting or purchase agreements, loan agreements, pledge and security documents and other definitive documents and/or certificates contemplated by the Financing; (viii) cooperating in the replacement or backstop of any outstanding letters of credit issued for the account of the Business or any joint venture thereof; (ix) furnishing Purchaser and the Company shall consult Financing Sources, on at least fifteen (15) Business Days prior written notice, with all documentation and keep other information with respect to the Parent Parties reasonably informed Alkali Group required under applicable “know your customer” and anti-money laundering laws, rules and regulations, including the USA PATRIOT Act, to the extent requested, not less than five (5) Business Days prior to the date specified by Purchaser or the Financing Sources; and (x) consenting to the use of the status of their efforts to keep any Debt Financing that is an obligation logos of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) Business so long as such use is not reasonably likely to result in any Debt Financing harm or disparage the Business or its reputation, goodwill, products, services, offerings or intellectual property rights; provided that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, (v) neither the Company Seller nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, its Affiliates shall (i) be required to pay any commitment or other similar fee in connection with fee, provide any proposed Debt Financingsecurity, (ii) enter into make any definitive agreement related to representations, provide any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability indemnification or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) Liability in connection with the Debt Financing. Parent , (x) the effectiveness of any documentation executed by Seller with respect to the Financing shall be subject to the consummation of the Closing, (y) neither Seller nor any of its Affiliates shall be required to deliver (1) any financial information in a form not customarily prepared by the Seller or its Affiliates or (2) any financial information with respect to a fiscal period that has not yet ended, and (z) Purchaser shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket Seller, reimburse and indemnify Seller for all costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) Liabilities incurred by the Company Seller or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them its Affiliates in connection with the arrangement of the Debt Financing and (including any Alternative Financing), any such cooperation pursuant to this Section 6.18(c) or any information used utilized in connection therewith (other than historical information relating to the Alkali Group provided by Seller or its Subsidiaries in writing for the Company purpose of arranging the Financing or any of the Company Subsidiaries) representations and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17warranties hereunder), except to the extent finally determined by a court such costs or Liabilities are the direct result of competent jurisdiction the gross negligence or willful misconduct of the Seller or any of its Subsidiaries or other representatives (acting in their capacity as such). Any information provided to have arisen from any Company Entity’s or their respective Representatives’ fraudPurchaser pursuant to this Section 6.18(c) shall be subject to the Confidentiality Agreement, willful misconduct, intentional misrepresentation or bad faithSection 6.2 and Section 6.6.

Financing. The Parent has delivered to the Company shalltrue, correct and complete copies of the duly executed (i) debt commitment letter, dated as of April 25, 2022, among Xxxxxx Xxxxxxx Senior Funding, Inc., the other financial institutions party thereto, Parent and Acquisition Sub, together with true, correct and complete copies of the executed fee letter related thereto (collectively, including all exhibits, schedules and annexes thereto, the “Bank Debt Commitment Letter”), pursuant to which, and shall cause subject to the other Company Entities toterms and conditions therein, cooperate with the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters Sources party thereto have committed to lend the amounts set forth therein to Acquisition Sub for the purpose of funding a portion of the amounts required to fund the transactions contemplated by this Agreement (the “Bank Debt Financing”), (ii) debt commitment letter, dated as of April 25, 2022, among Xxxxxx Xxxxxxx Senior Funding, Inc., the other financial institutions party thereto and X Holdings III, LLC, a Delaware limited liability company (the “Margin Loan Borrower”), together with true, correct and complete copies of the executed fee letter related thereto (collectively, including all exhibits, schedules and annexes thereto, the “Margin Loan Commitment Letter” and, together with the Bank Debt Commitment Letter, the “Debt Commitment Letters”), pursuant to which, and subject to the terms and conditions therein, the Debt Financing Sources party thereto have committed to lend the amounts set forth therein to the Margin Loan Borrower for the purpose of funding a portion of the amounts required to fund the transactions contemplated by this Agreement (the “Margin Loan Financing” and, together with the Bank Debt Financing, the “Debt Financing”), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (ciii) an equity commitment letter from the refinancing Equity Investor, dated as of the Credit date hereof (including all exhibits, schedules, annexes and amendments thereto as of the date of this Agreement, the “Equity Commitment Letter” and, together with the Debt Commitment Letters, the “Financing Commitments”) pursuant to which the Equity Investor has committed to invest the amounts set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”); provided that such cooperation does not unreasonably interfere with the ongoing operations fee and other economic provisions (including “flex” provisions) of fee letters may be redacted in a customary manner so long as none of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: redacted terms would (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, reduce the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 amount of the Debt Financing Commitment Letter and below the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing amount that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financingthe Funded Obligations, (ii) enter into impose any definitive agreement related to new condition or otherwise adversely amend, modify or expand any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related conditions precedent to the Debt Financing or (iii) unless promptly reimbursed affect the enforceability or impair the validity of, or prevent, impede or delay the consummation of, the Debt Financing at the Closing. As of the date hereof, each of Parent and Acquisition Sub has accepted and is a party to the Bank Debt Commitment Letter, the Margin Loan Borrower has accepted and is a party to the Margin Loan Commitment Letter, and the Financing Commitments are in full force and effect and, are legal, valid and binding obligations of the Equity Investor, Parent and Acquisition Sub or the Margin Loan Borrower, as applicable, and, to the knowledge of the Equity Investor, Parent, Acquisition Sub and the Margin Loan Borrower, each of the other parties thereto, enforceable in accordance with their respective terms against the Equity Investor, Parent, Acquisition Sub or the Margin Loan Borrower, as applicable, and, to the knowledge of Parent and Acquisition Sub, against each of the other parties thereto. As of the date hereof, the Financing Commitments, and the respective commitments or obligations thereunder, have not been withdrawn, terminated, reduced, repudiated, rescinded, amended, supplemented or modified, in any respect, and no such withdrawal, termination, reduction, repudiation, rescission, amendment, supplement or modification is contemplated by the Equity Investor, Parent, Acquisition Sub or the Margin Loan Borrower or, to the knowledge of Parent and Acquisition Sub, any other party thereto. None of the Equity Investor, Parent, Acquisition Sub, the Margin Loan Borrower nor any of their respective Affiliates has, nor has, to the knowledge of the Equity Investor, Parent, Acquisition Sub or the Margin Loan Borrower, any other party to the Financing Commitments, committed any breach or threatened breach of the performance, observance or fulfillment of any covenants, conditions or other obligations set forth in, or is in default under, any of the Financing Commitments. No event has occurred which, with or without notice, lapse of time or both, would or would reasonably be expected to (i) constitute or result in a breach or default on the part of Parent, Acquisition Sub, Margin Loan Borrower or any of the other parties thereto (including the Financing Sources) under the Financing Commitments, (ii) constitute or result in a failure to satisfy a condition or other contingency set forth in the Financing Commitments, or (iii) otherwise result in any portion of the Debt Financing or the Equity Financing not being available on the Closing Date. None of the Equity Investor, Parent, Acquisition Sub or the Margin Loan Borrower, nor any of their respective Affiliates has any reason to believe (both before and after giving effect to any “flex” provisions contained in the Debt Commitment Letters) that it will be unable to satisfy, on a timely basis (and in any event, not later than the Closing), any condition to be satisfied by it (or otherwise within the Equity Investor’s, Parent’s, Acquisition Sub’s or the Margin Loan Borrower’s any of their respective Representatives’ or Affiliates’ control) contained in the applicable Financing Commitments or that the full amounts committed pursuant to the applicable Financing Commitments will not be available as of the Closing. There are no conditions precedent or other contingencies or conditions related to the Financing other than those conditions expressly set forth in the unredacted provisions of the Financing Commitments, and there are no side letters, understandings or other agreements, Contracts or arrangements of any kind relating to the Financing Commitments or the Financing that could adversely affect the availability, conditionality, enforceability or amount of the Financing contemplated by the Financing Commitments. As of the date of this Agreement, Parent, Acquisition Sub, the Margin Loan Borrower and/or their respective Affiliates have fully paid any and all commitment fees or other fees or deposits required by the applicable Financing Commitments to be paid on or before the date of this Agreement. The aggregate proceeds from the Financing are sufficient in amount to provide Parent and Acquisition Sub with the funds necessary to consummate the transactions contemplated hereby and to satisfy their obligations under this Agreement, including for Parent to pay (or cause to be paid) the aggregate amounts payable pursuant to Article II and the payment of all fees, costs and expenses to be paid by Parent upon written request related to the transactions contemplated by this Agreement, including such fees, costs and expenses relating to the Financing, and payment of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) all amounts in connection with the refinancing or repayment of any outstanding indebtedness of the Company required by this Agreement or the Financing Commitments (collectively, the “Funding Obligations”). Notwithstanding anything contained in this Agreement to the contrary, the Equity Investor, Parent and Acquisition Sub each acknowledge and affirm that it is not a condition to the Closing or to any of its obligations under this Agreement that the Equity Investor, Parent, Acquisition Sub and/or any of their respective Affiliates obtain any financing (including the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken transactions contemplated by any of them at the request this Agreement. As of the Parent Parties or their Financing Sources pursuant to, and in accordance with, date of this Section 6.17, and shall indemnify and hold harmless the CompanyAgreement, the Company Subsidiaries Equity Investor owns, directly or indirectly, all the issued and their respective Representatives from outstanding capital stock and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement other equity interests of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithMargin Loan Borrower.

Financing. The (a) Parent understands and acknowledges that the obligations of the Parent and Merger Sub to consummate the Transactions are not in any way contingent upon or otherwise subject to the Parent’s consummation of any financing arrangement, the Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to the Parent. (b) Parent has delivered to the Company shalltrue, complete and shall cause correct copies of (i) (1) the other Company Entities tofully executed commitment letter, cooperate dated as of the date hereof (including all exhibits, annexes, schedules and term sheets attached thereto, the “OpCo Debt Commitment Letter”), among Credit Suisse AG, Credit Suisse Loan Funding LLC and Parent, pursuant to which the Parent Financing Sources party thereto have agreed, on the terms and subject to the conditions set forth therein, to provide Parent with debt financing in the amounts set forth therein, the proceeds of which are to be used to fund the Transactions and fees in connection with such debt financing (the “OpCo Debt Financing”), (2) the fully executed warehouse facility commitment letter, dated as of the date hereof (including all exhibits, annexes, schedules and term sheets attached thereto, the “AssetCo Debt Commitment Letter” and, together with the OpCo Debt Commitment Letter, the “Debt Commitment Letters”; the Debt Commitment Letters together with the Equity Commitment Letter, the “Financing Commitment Letters”), between Credit Suisse AG, Cayman Islands Branch and the Parent, pursuant to which the Parent Parties Financing Sources party thereto have agreed, on the terms and their lenders subject to the conditions set forth therein, to provide Parent with any Parent Party’s efforts to arrange new debt financing or maintainin the amounts set forth therein, and amend and/or increasethe proceeds of which are to be used to fund the Transactions (the “AssetCo Debt Financing” and, any Parent Entities’ existing credit facilities, including together with the Credit Agreement and the OpCo Debt Financing Commitment Letters (collectivelyFinancing, the “Debt Financing”; the Debt Financing, together with the Equity Financing, the “Financing”), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c3) the refinancing fully executed fee letters relating to each of the Credit AgreementDebt Commitment Letters; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company fee amounts, flex provisions and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: other economic terms (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to other than any such Debt Financing, including roadshows; term that would (iix) cause reduce the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 aggregate amount of the Debt Financing or (y) impose any additional conditions or other contingencies (or otherwise amend, modify or expand any conditions or other contingencies in a manner adverse to Parent) or adversely affect the availability or timing of the funding of the Debt Financing) may be redacted in a customary manner; and (ii) the Equity Commitment Letter, which provides, and shall continue to provide, that the Company is a third party beneficiary thereto with respect to the provisions specified therein. (c) As of the date hereof, each of the Financing Commitment Letters is in full force and effect and is a legal, valid, binding and enforceable obligation of Parent (to the extent party thereto) and, to the Knowledge of Parent, the other parties thereto, in each case subject to the Enforceability Exceptions. Assuming due and valid execution by each other party thereto (in the case of the Debt Commitment Letters only), each of the Financing Commitment Letters is enforceable against the parties thereto in accordance with its terms, subject to the Enforceability Exceptions. As of the date hereof, none of the Financing Commitment Letters have been amended, supplemented or modified in any respect, and the respective commitments contained therein have not been withdrawn, terminated, rescinded or otherwise modified in any respect, nor, to Parent’s Knowledge, is any such amendment, supplement, modification, withdrawal, termination or rescission currently contemplated or the subject of discussions (other than to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed a Debt Commitment Letter as of the date hereof, in each case, as contemplated by and in accordance with such Debt Commitment Letter; provided, however, that (i) any such added lender, lead arranger, bookrunner, syndication agent or other similar entity is a Qualified Bank, and (ii) in no event shall the addition of any such lender, lead arranger, bookrunner, syndication agent or other similar entity reduce the aggregate amount of the Debt Financing to be funded on the Closing Date (including by increasing the amount of fees to be paid or original issue discount) from that contemplated in the Debt Commitment Letters (unless, in each case, the amount of the Equity Financing has been increased by a corresponding amount, or the Company has given its prior written consent thereto)). As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or material breach on the part of Parent or, to the Knowledge of the Parent, any other party thereto under any Financing Commitment Letter. As of the date hereof, Parent is not aware of any fact, event or other occurrence that makes any of the representations and warranties of Parent in any Financing Commitment Letter inaccurate in any material respect. There are no conditions precedent or other contingencies directly or indirectly related to the funding of the full amount of the Financing (including any flex provisions) other than the conditions precedent set forth in the Financing Commitment Letters and, as of the date hereof, Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition of the Financing, or that the full amount of the Financing will not be made available to Parent on the Closing Date. Other than the Financing Commitment Letters, there are no side letters or other Contracts, arrangements or understandings (written or oral) directly or indirectly related to the Financing (except for customary fee letters, engagement letters relating to the Debt Financing and non-disclosure agreements, none of which impact the conditionality, timing or amount of the Financing) which could adversely impact the timing or availability of the Financing, including without limitation, by providing for additional or different conditions to the timing or availability of the Financing not otherwise contained in the Financing Commitment Letters. There is no condition to the Financing the satisfaction of which would prevent the satisfaction of the conditions set forth in paragraphs 3Sections 6.1, 4 6.2, and 8 6.3 hereof, and there is no condition set forth in Sections 6.1, 6.2, or 6.3 hereof the satisfaction of Exhibit C which would prevent the satisfaction of a condition to the Financing. Upon the funding of the Debt Financing Commitment Letter in accordance with and subject to its terms and conditions (the information and data required including after giving effect to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”any pricing flex that results in OID, if exercised), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part aggregate proceeds of the Required Financial Information unless Financing, together with other unrestricted cash and cash equivalents on hand of Parent has provided to on the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savingsDate, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provideare, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained thereinbe, in an amount sufficient to (i) consummate the light of Closing upon the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions terms contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt FinancingAgreement, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability pay all other amounts payable by Parent or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related its Affiliates pursuant to the Debt Financing or other Ancillary Agreements to which any such Person is a party, (iii) unless promptly reimbursed pay all related fees and expenses of Parent and its Affiliates and Representatives, and (iv) to the extent any other amounts are required to be paid by the Parent upon written request on the Closing Date to consummate the Transactions, pay all such other amounts (including refinancing or repayment of any debt contemplated by this Agreement). As of the Companydate hereof, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptlyor its Affiliates have fully paid, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested caused to be reimbursed hereunder)paid, reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing commitment fees and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by fees and expenses, in each case as are required to be paid on or before the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent date hereof pursuant to this Section 6.17, except to the extent finally determined by a court terms of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faiththe Financing Commitment Letters.

Financing. The Concurrently with the execution hereof, Parent has delivered to the Company shall(i) a true, complete and correct copy of an executed equity commitment letter from Ares Capital Management LLC (together with its managed funds and accounts) and Ares Alternative Credit Management LLC (together with its managed funds and accounts), dated as of the date of this Agreement (together with all exhibits, schedules and annexes thereto, the “Equity Commitment Letter”), and shall cause an executed fee letter from Ares Capital Management LLC (together with its DOC ID - 32901658.22 58 managed funds and accounts) and Ares Alternative Credit Management LLC (together with its managed funds and accounts), dated as of the other Company Entities todate of this Agreement (the “Equity Fee Letter” and, cooperate together with the Parent Parties and their lenders with any Parent Party’s efforts commitment under the Equity Commitment Letter, the “Equity Financing Commitment”), pursuant to arrange new debt financing or maintainwhich, and amend and/or increasesubject to the terms and conditions of which, any Parent Entities’ existing credit facilitiesthe applicable Equity Financing Sources have committed to provide cash in the aggregate amount set forth therein (the “Equity Financing”) at or prior to the date and time at which the Closing is required to occur pursuant to Section 2.2 and (ii) a true, including complete and correct copy of an executed debt commitment letter from Truist Bank and Truist Securities, Inc. (the Credit “Lenders”), dated as of the date of this Agreement (together with all exhibits, term sheets, schedules, annexes and other attachments thereto, the “Debt Commitment Letter”) and an executed fee letter from the Lenders, dated as of the date of this Agreement (the “Debt Fee Letter” and, together with the commitment under the Debt Commitment Letter, the “Debt Financing Commitment”, and the Debt Financing Commitment Letters together with the Equity Financing Commitment, the “Financing Commitments”), pursuant to which, and subject to the terms and conditions of which, the applicable Lenders party thereto have committed to provide loans in the amounts described therein, the net proceeds of which shall be used to fund the transactions contemplated hereby to be consummated by Parent at the date and time at which the Closing is required to occur pursuant to Section 2.2 (collectively, the “Debt Financing” and, together with the Equity Financing, the “Financing”); provided, for however, that, solely in the case of the Equity Fee Letter and Debt Fee Letter, provisions related to fees, flex terms and pricing caps have been redacted (none of which individually or in whole the aggregate would reduce the amount of the Financing or part) satisfying adversely affect the availability of the Financing or delay or prevent the Closing or make the funding of the Financing less likely to occur). Each of the Financing Commitments is a legal, valid and binding obligation of Parent, and to Parent’s obligations Knowledge, the other parties thereto, and is enforceable in accordance with its terms, subject to pay (athe Enforceability Exceptions. Each of the Financing Commitments, in the form delivered to the Company, is valid and in full force and effect, and none of the Financing Commitments has been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated by Parent, or to Parent’s Knowledge, any other party to the Financing Commitments. Neither Parent, nor, to Parent’s Knowledge, any other party to any Financing Commitment is in violation or breach of any of the terms or conditions set forth in any of the Financing Commitments and, as of the date hereof, to Parent’s Knowledge, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein which would reasonably be expected to adversely affect the availability of the Financing. No party to any Financing Commitment has notified Parent of its intention to terminate any of the Financing Commitments or not to provide the Financing and, as of the date hereof, no termination of any Financing Commitment is contemplated by Parent. Assuming the Financing is funded in accordance with the terms of the Financing Commitments, the aggregate net proceeds from the Financing, together with resources available to Parent as of the date hereof, will be sufficient to consummate the transactions contemplated hereby, including the timely payment at the Closing of any amounts required to be paid under Section 2.8(c) and any Cash Consideration fees and expenses of or payable by Parent and/or Merger Sub, and any other amounts due required to be paid in connection with the consummation of the transactions contemplated by this Agreement. Parent has paid in full any and all commitment or other fees required by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing Financing Commitments that are due as of the Credit date hereof and will DOC ID - 32901658.22 59 pay, after the date of this Agreement; provided that , all such cooperation does not unreasonably interfere with fees as they become due. Except for the ongoing operations of the Company Equity Fee Letter and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: Debt Fee Letter (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining which have been provided to the Company and in a redacted form as set forth above), there are no side letters, understandings or other agreements or arrangements relating to the other Company Entities reasonably requested by Financing to which Parent or any of its Affiliates are a party. There are no conditions precedent related to the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 funding of the Debt full amount of the Financing other than as expressly set forth in the Equity Commitment Letter and the Debt Commitment Letter (the “Disclosed Conditions”). Assuming that each of the conditions set forth in paragraphs 3Section 6.1 and Section 6.3 are satisfied at Closing, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided no reason to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent believe that it will be unable to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction satisfy on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 Disclosed Conditions or by any action taken by that the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation full amount of the Company to remain in effect from and after Financing will not be available on the Closing Date in order to fund the transactions contemplated hereby. For the avoidance of doubt, Parent acknowledges and agrees that it is not a condition to Closing under this Agreement for Parent or Merger Sub to obtain the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Equity Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Alternative Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faith.

Financing. The Company shall, and shall cause the other Company Entities to, cooperate with the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters (collectively, the “Debt Financing”), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company SubsidiariesFinder's Fee". Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that It is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided understood that in the event any pro forma and summary financial data has been requested pursuant Consultant introduces Company, or its nominees, to this clause (iii) a lender or equity purchaser, not already having a preexisting relationship with the Company, with whom Company, or its nominees, ultimately finances or causes the completion of this Section 6.17such financing, Company agrees to compensate Consultant for such services with a "finder's fee" in the amount of 2.5% of total gross funding provided by such lender or equity purchaser, such pro forma fee to be payable in cash. This will be in addition to any fees payable by Company to any other intermediary, if any, which shall be per separate agreements negotiated between Company and summary financial data such other intermediary. It is also understood that in the event Consultant introduces Company, or its nominees, to an acquisition candidate, either directly or indirectly through another intermediary, not already having a preexisting relationship with the Company, with whom Company, or its nominees, ultimately acquires or causes the completion of such acquisition, Company agrees to compensate Consultant for such services with a "finder's fee" in the amount of 2% of total gross consideration provided by such acquisition, such fee to be payable in cash. This will be in addition to any fees payable by Company to any other intermediary, if any, which shall be per separate agreements negotiated between Company and such other intermediary. It is specifically understood that Consultant is not nor does it hold itself out be considered a part of the Required Financial Information unless Parent has provided Broker/Dealer, but is rather merely a "Finder" in reference to the Company reasonably procuring financing sources and acquisition candidates. 5.1 It is further understood that Company, and not Consultant, is responsible to perform any and all due diligence on such lender, equity purchaser or acquisition candidate introduced to it by Consultant under this Agreement, prior to Company receiving funds or closing on any acquisition. 5.2 Company agrees that said compensation to Consultant shall be paid in advance of full at the time said financing or acquisition is closed. Moreover, said compensation, will be a condition precedent to the Marketing Period otherwise would have begun (if the Required Information did not include closing of such pro forma financing or acquisition and summary financial data) (1) Company shall execute any post-Closing or pro forma cost savingsand all documents necessary to effect said compensation. 5.3 As further consideration to Consultant, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial dataCompany, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources nominees, agrees to facilitate the satisfaction on a timely basis of all conditions precedent pay with respect to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party financing or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company acquisition candidate provided directly or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining indirectly to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain by any untrue statement of a material fact lender or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated equity purchaser covered by this Section 6.17 or by any action taken by 5. during the Company at the request period of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications one year from the Agentdate of this Agreement, a fee to Consultant equal to that outlined in Section "5" herein. 5.4 Consultant will notify Company of introductions it makes for potential sources of financing or acquisitions in a timely manner (within approximately 3 days of introduction) reasonably likely to result in any Debt Financing that is an obligation via facsimile memo. If Company has a preexisting relationship with such nominee and believes such party should be excluded from this Agreement, then Company will notify Consultant immediately of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithcircumstance via facsimile memo.

Financing. The Company shall(a) RMT Parent has delivered to GPC a true, complete and shall cause the other Company Entities to, cooperate with the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilitiesfully executed copy of a commitment letter, including (i) all exhibits, schedules, attachments and amendments to such commitment letter in effect as of the Credit date of this Agreement and (ii) any associated fee letters (solely in the Debt Financing Commitment Letters case of the administrative agent fee letter, redacted in a customary manner solely with respect to fees payable and economic terms (collectivelyother than covenants) that are confidential, none of which redacted provisions would reduce the aggregate principal amount of the RMT Financing, impose additional conditions with respect thereto, or otherwise affect the enforceability or availability of the RMT Financing) (together, the “Debt FinancingRMT Commitment Letter” and, together with the SpinCo Commitment Letter, the “Commitment Letters”) from the lead arrangers, lenders and other financing sources party thereto (together with all additional lead arrangers, lenders and other financing sources added to the RMT Commitment Letter or any Alternative RMT Commitment Letter, the “RMT Lenders“ and, together with the SpinCo Lenders, the “Lenders”), for (in whole or part) satisfying Parent’s obligations pursuant to pay (a) any Cash Consideration and which, among other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance withthings, the marketing efforts related to any such Debt FinancingRMT Lenders have, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver subject to the Parent Parties terms and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3therein, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter committed to RMT Parent to provide or cause to be provided to Essendant Co. (the information and data required to be delivered pursuant to this clause “RMT Borrower”) debt financing in the aggregate amount set forth therein (iii) the bank financings contemplated by the RMT Commitment Letter, being referred to as the “Required Financial InformationRMT Financing“; the RMT Financing together with the SpinCo Financing, each a “Financing” and together the “Financings”). As of the date of this Agreement, provided that (x) the RMT Commitment Letter has not been amended, restated, waived or modified and (y) the respective commitments contained in the event RMT Commitment Letter have not been withdrawn, modified or rescinded in any pro forma and summary financial data has been requested pursuant respect. Except for the RMT Commitment Letter (together with all ancillary documents referenced therein), there are no side letters or other Contracts, instruments or other commitments, obligations or arrangements (whether written or oral) related to this clause the funding of the full amount of the RMT Financing. (iiib) As of the date of this Agreement, the RMT Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of RMT Parent and, to the knowledge of RMT Parent, the other parties thereto (in each case, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity). As of the date of this Agreement (assuming the accuracy of the representations and warranties and undertakings of each of GPC and SpinCo under this Agreement for such purpose), (x) no event has occurred that, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach on the part of RMT Parent under any term or condition of the RMT Commitment Letter and (y) RMT Parent is not aware of any fact, event or any other occurrence that makes any of the representations or warranties of RMT Parent in the RMT Commitment Letter inaccurate in any material respect. RMT Parent has fully paid, or caused to be fully paid, any and all commitment fees, any other fees or any other amounts required by the RMT Commitment Letter to be paid on or before the date of this Agreement. At the Closing, assuming the RMT Financing is funded in accordance with the RMT Commitment Letter, the proceeds of the RMT Financing will be sufficient to repay all outstanding obligations under the Existing RMT Credit Agreement and pay all related fees and expenses associated with the foregoing (the “RMT Financing Transactions”). Other than as set forth in the RMT Commitment Letter, there are no conditions precedent to the funding of the full amount of the RMT Financing. As of the date of this Agreement, and subject to the satisfaction of all the conditions set forth in Section 6.178.01 and Section 8.03, such pro forma and summary financial data shall RMT Parent has no reason to believe that any of the conditions to the RMT Financing that are required to be satisfied by it or any other party to the RMT Commitment Letter as a condition to the obligations under the RMT Commitment Letter will not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction satisfied on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to RMT Financing contemplated by the Company and the other Company Entities is complete and correct in all material respects and does not and RMT Commitment Letter will not contain any untrue statement of a material fact or omit be available to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after RMT Borrower on the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithDate.

Financing. The (a) Parent has delivered to the Company shalltrue, complete and shall cause correct copies of the other Company Entities toexecuted debt commitment letter, cooperate with dated as of the Parent Parties Execution Date, between Parent, Merger Sub and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, Barclays Bank PLC and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement Royal Bank of Canada and the Debt Financing Commitment Letters executed fee letter associated therewith (provided that provisions in the fee letter related to fees, pricing and “flex” provisions as well as other thresholds, caps or other items but only to the extent not affecting conditionality, may be redacted (such commitment letter, together with all exhibits, schedules, annexes, supplements and amendments thereto (including as modified to add additional lenders or other parties thereto) and the fee letter, collectively, the “Debt FinancingFinancing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, Barclays Bank PLC and Royal Bank of Canada have agreed to lend the amounts set forth therein (the “Debt Financing”) for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due the purpose of funding the transactions contemplated by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing this Agreement. As of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related toExecution Date, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and has not been amended, restated or otherwise modified or waived and, as of the conditions set forth Execution Date, the respective commitments contained in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”)have not been withdrawn, provided that terminated or rescinded in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part respect. As of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savingsExecution Date, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, providethere are, and cause the Company Entities and its Representatives are contemplated to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment no other agreements, side letters or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related arrangements relating to the Debt Financing Commitment to which Parent or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses Merger Sub are a party (other than immaterial incidental expenses(a) as expressly set forth in connection with the Debt Financing Commitment furnished to the Company pursuant to this Section 5.7(a) or (b) which does not impact the conditionality or aggregate amount of the Debt Financing). As of the Execution Date, the Debt Financing Commitment is in full force and effect and constitutes the legal, valid and binding obligations of each of Parent shall promptlyand Merger Sub and, upon written request (which may include electronic mail) by to Parent’s knowledge, the Company (such written request to include invoices other parties thereto. There are no conditions or other reasonably detailed evidence of contingencies related to Lender’s obligation to fund the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement full amount of the Debt Financing and any information used in connection therewith (Financing, other than information provided by as expressly set forth in the Company or any Debt Financing Commitment. As of the Company Subsidiaries) and all other actions taken Execution Date, assuming performance by the Company, the Principal Stockholders and the Stockholders’ Representatives of their obligations that are required to be performed prior to the Closing and the accuracy of the representations and warranties set forth in Article 4, and Article 5, (a) the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Debt Financing Commitment, together with Parent and Merger Sub’s available cash on hand, cash equivalents and marketable securities, will be sufficient on the Closing Date for Parent and Merger Sub to pay the Closing Cash Consideration and fund the Escrow Fund, and all related fees and expenses and any other payment contemplated in this Agreement and (b) each of Parent and Merger Sub does not have any reason to believe that any of the conditions to the Debt Financing will not be satisfied or that the Debt Financing will not be available to Parent and Merger Sub on the Closing Date. As of the Execution Date, no event has occurred that would result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) by Parent or Merger Sub under the Debt Financing Commitment; provided that Parent is not making any representation or warranty regarding the effect of the inaccuracy of the representations and warranties set forth in Article 4, and Article 5 or compliance by the Company Subsidiaries or the Stockholders (and their respective Representatives taken at Affiliates) with their respective obligations hereunder. Parent has paid all commitment fees or other fees required to be paid on or prior to the request Execution Date pursuant to the Debt Financing Commitment. The obligations of Parent pursuant and Merger Sub hereunder are not subject to this Section 6.17, except any conditions regarding the ability of Parent and Merger Sub to obtain financing for the extent finally determined by consummation of the transactions contemplated hereby. Parent acknowledges that obtaining financing is not a court of competent jurisdiction condition to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithClosing.

Financing. The (a) Parent has delivered to the Company shallcomplete and correct copies of (i) a fully executed commitment letter (the “Debt Commitment Letter”) from Bank of America, N.A., Bank of America Securities LLC and Credit Suisse Securities (USA) LLC (together, the “Senior Lenders”), pursuant to which such financial institutions have committed, upon the terms and subject to the conditions set forth therein, to provide (A) senior credit facilities in the amount of up to $325 million, (B) up to $215 million in senior subordinated bridge financing (the “Bridge Financing”), and shall cause (C) any high yield debt financing (the other Company Entities to, cooperate “High Yield Debt Financing”) used to fund the acquisition in lieu of the Bridge Financing in connection with the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit transactions contemplated by this Agreement and the Debt Financing Commitment Letters (collectively, the “Debt FinancingFinancings”) and (ii) a fully executed commitment letter from Blackstone Capital Partners V L.P. (the “Equity Commitment Letter”), for (pursuant to which Blackstone Capital Partners V L.P. has committed, upon the terms and subject to the conditions set forth therein, to provide equity financing in whole or part) satisfying Parent’s obligations the aggregate amount of up to pay (a) any Cash Consideration $335 million in connection with the transactions contemplated by this Agreement. The Debt Commitment Letter and other amounts due by the Parent Parties hereunder, Equity Commitment Letter are hereinafter referred to collectively as the “Commitment Letters.” (b) any Expenses and (c) the refinancing As of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts todate hereof: (i) participate the Commitment Letters are in reasonable number of meetings related to, full force and provide reasonable assistance with, effect and the marketing efforts related to any such Debt Financing, including roadshowsCommitment Letters have not been amended or terminated; (ii) cause the Company’s senior management all commitment fees required to be paid thereunder will be duly paid in full when due; and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources excluding any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred breach caused by the Company or any its Subsidiaries, there is no breach existing thereunder. Parent has not, as of the date hereof, been informed by the Senior Lenders of any fact, occurrence or condition unrelated to the Company Subsidiaries or their respective Representatives in connection with any action taken that would cause the financing contemplated by any of them at the request either of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant Commitment Letters to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithnot be consummated as contemplated therein.

Financing. The (a) Parent has delivered to the Company shalltrue, accurate and complete copies, including all exhibits and schedules thereto, of (i) an executed Investment Agreement (the “Temasek Investment Agreement”), dated as of the date hereof, by and between Parent and Xxxxxx Investments Pte. Ltd (“Temasek”) and an executed Investment Agreement (together with the Temasek Investment Agreement, the “Investment Agreements”), dated as of the date hereof, by and between Parent and North Island Holdings I, LP (North Island Holdings I, LP, together with Temasek, the “Equity Financing Sources”), pursuant to which, and shall cause subject to the other Company Entities toterms and conditions of which, cooperate the Equity Financing Sources will purchase certain Parent Equity Securities for the purpose of funding the transactions contemplated by this Agreement (such equity financing, the “Equity Financing”) and (ii) executed debt commitment letters, each dated as of the date hereof (the “Debt Commitment Letters” and, together with the Parent Parties Investment Agreements, the “Commitment Letters”) pursuant to which the lenders named therein (the “Lenders”), subject to the terms and their lenders with any Parent Party’s efforts conditions set forth therein, have committed to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilitieslend the amounts set forth therein for the purpose of funding the transactions contemplated by this Agreement, including the refinancing (the “Refinancing”) of (i) the Company Credit Agreement, (ii) the Third Amended and Restated Credit Agreement dated as of October 27, 2016 (the “Virtu Credit Agreement”) among VHF Parent LLC, as borrower, Virtu Financial LLC, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, and (iii) the Debt Financing Commitment Letters redemption of the Company Notes (collectivelysuch committed debt financing, the “Debt Financing” and, together with the Equity Financing, the “Financing”), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, . (b) any Expenses and (c) the refinancing As of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: date hereof, (i) participate the Commitment Letters are in reasonable number full force and effect and have not been withdrawn or terminated, or amended, restated, waived or modified in any respect and no such amendment, restatement, waiver or modification is contemplated or pending, (ii) the respective commitments contained in the Commitment Letters have not been withdrawn, modified, reduced or rescinded in any respect and, to the Knowledge of meetings related toParent, no such withdrawal, modification or rescission is contemplated, and provide reasonable assistance with(iii) each of the Commitment Letters, in the form so delivered, is a legal, valid and binding obligation of Parent and/or Merger Sub (as applicable) and, to the Knowledge of Parent, the marketing efforts other parties thereto, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and subject, as to enforceability, to general equity principles. Except for fee letters with respect to fees and related arrangements with respect to any such the Debt Financing, including roadshows; of which Parent has delivered true, accurate and complete (ii) cause the Company’s senior management and Representatives to provide reasonable assistance other than with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver respect to the Parent Parties and their Financing Sources any financial information pertaining redaction referenced herein) copies to the Company on or prior to the date hereof (which may be redacted to omit numerical amounts and certain economic “flex” terms, none of which would adversely affect the other Company Entities reasonably requested by amount or availability of the Parent Parties that is reasonably necessary to obtain such Debt Financing), including all information and data necessary as of the date hereof, there are no other agreements, side letters, or arrangements relating to satisfy Section 2 the Commitment Letters (other than customary engagement letters with respect to debt securities that may form part of the Debt Financing Commitment Letter and (none of which would adversely affect the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C amount or availability of the Debt Financing Commitment Letter (the information Financing) and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources equity commitment letters entered into in connection with the repayment Equity Financing (the “Equity Commitment Letters”)) that would affect the amount, availability or conditionality of the existing Indebtedness Financing. As of the Company date hereof, 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 or Merger Sub under any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with term or condition of the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provideCommitment Letters or, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement Knowledge of a material fact or omit to state a material fact necessary to Parent, would (i) make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 assumptions or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor statements set forth in the Commitment Letters inaccurate in any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financingmaterial respect, (ii) enter into result in any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does conditions in the Commitment Letters not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing being satisfied or (iii) unless promptly reimbursed otherwise result in the Financing not being available. As of the date hereof, no Financing Source has notified Parent of its intention to terminate any of the Commitment Letters or not to provide the Financing. Other than as set forth in the Commitment Letters and the Equity Commitment Letters, there are no conditions precedent (including any “flex” provisions) to the funding of the full amount of the Financing. Assuming the satisfaction of the conditions in Section 8.1 and Section 8.3 and the commencement and completion of the Marketing Period, as of the date hereof, Parent has no reason to believe that it will be unable to satisfy, on a timely basis, any term or condition of closing to be satisfied by it contained in the Commitment Letters or that the full amounts committed pursuant to the Commitment Letters will not be available as of the Closing. Parent has fully paid (or caused to be paid) any and all commitment fees or other fees required by the Commitment Letters to be paid on or before the date of this Agreement. (c) As of the date hereof, assuming that the Financing is funded in accordance with the Commitment Letters, the aggregate proceeds to be disbursed pursuant to the definitive agreements contemplated by the Commitment Letters, together with the cash otherwise available to Parent, in the aggregate, are sufficient for Parent to pay the Merger Consideration, the Warrant Consideration, all amounts required to be paid by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) transactions contemplated by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable this Agreement and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement Refinancing to be consummated concurrently or substantially concurrently with the consummation of the Debt Financing and any information used in connection therewith transactions contemplated by this Agreement. (other than information provided by d) Parent has delivered the Company or any written consent of the Company Subsidiaries) and all other actions taken by holders of a majority of the Company, the Company Subsidiaries and their respective Representatives taken at the request voting shares of capital stock of Parent approving the issuance of Parent Equity Securities pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithEquity Financing on the terms set forth in the Investment Agreements.

Financing. The Company shall, and shall cause the other Company Entities to, cooperate with the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters (collectively, the “Debt Financing”), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate Endo has delivered to Auxilium a true and complete copy of the executed Financing Commitment Letter as in reasonable number of meetings effect on the date hereof and any related tofee letters as in effect on the date hereof (redacted as to numerical fees and other commercially sensitive numbers specified therein (which shall include any price caps, securities demand “price caps” and provide reasonable assistance with, the marketing efforts related to economic flex terms)). The Financing Commitment Letter has not been amended or modified in any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver manner prior to the Parent Parties and their Financing Sources date of this Agreement. Neither Endo nor any financial information pertaining of its affiliates has entered into any agreement, side letter or other arrangement relating to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 financing of the Debt transactions contemplated by this Agreement, other than as set forth in the Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C fee letters related thereto that could adversely affect the availability of the Debt Financing on the Closing Date. As of the date hereof, the commitments contained in the Financing Commitment Letter have not been withdrawn or rescinded in any respect. As of the date hereof, the Financing Commitment Letter is in full force and effect and represents a valid, binding and enforceable obligation of Endo and, to the knowledge of Endo, each other party thereto, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws of general application relating to or affecting creditors’ rights generally and to general principles of equity. (the information and data required ii) Endo has fully paid (or caused to be delivered pursuant paid) any and all commitment fees and other amounts that are due and payable on or prior to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) date of this Section 6.17Agreement in connection with the Financing. As of the date hereof, such pro forma and summary financial data shall not be considered 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 the Required Financial Information unless Parent has provided Endo or, to the Company reasonably in advance knowledge of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savingsEndo, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information party thereto under the Financing Commitment Letter and Endo has no reason to believe that may it or any other party thereto will be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments unable to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction satisfy on a timely basis any term of all the Financing Commitment Letter. There are no conditions precedent related to obtaining such Debt the funding of the full amount of the Financing; , other than the Financing Conditions. Assuming the accuracy in all material respects of the representations and warranties of Auxilium contained in this Agreement and assuming the performance in all material respects by Auxilium and each of the Auxilium Subsidiaries of their respective obligations hereunder, as of the date hereof, Endo has no reason to believe that (viA) take any of the Financing Conditions required to be satisfied by Endo will not be satisfied or (B) the Financing will not be made available to Endo on the Closing Date. (iii) Assuming the accuracy in all actions as may material respects of the representations and warranties of Auxilium contained in this Agreement and assuming the performance in all material respects by Auxilium and each of the Auxilium Subsidiaries of their respective obligations hereunder, the aggregate proceeds contemplated by the Financing Commitment Letter, when added together with available cash of Endo and Auxilium, will be reasonably requested by any Parent Party or its Financing Sources sufficient for Endo and the Surviving Company to fund the Merger Consideration on the Closing Date, to refinance the Auxilium Credit Agreement, to fund the payments required in accordance with Section 2.1(l), to fund payments required under the Actient Warrants and Auxilium Warrants and in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors Auxilium Convertible Notes and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment related fees and expenses payable by AcquireCo or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) Surviving Company in connection with the Debt Financingtransactions contemplated by this Agreement. Parent Notwithstanding anything to the contrary contained herein, in no event shall promptly, upon written request (which may include electronic mail) the receipt or availability of any funds or financing by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company Endo or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by its Affiliates be a condition to any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company EntityEndo’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithAcquireCo’s obligations hereunder.

Financing. The Parent has delivered to the Company shalltrue, complete and shall cause correct copies of (a) the other Company Entities toexecuted debt commitment letter, cooperate with the dated as of November 6, between Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters Sources party thereto (including all exhibits, schedules, and annexes thereto, and the executed fee letter associated therewith redacted in a manner as described below, collectively, the “Debt FinancingFinancing Commitments”), for pursuant to which the Debt Financing Sources party thereto have committed, subject only to the satisfaction of the terms and conditions set forth therein, to lend the amounts set forth therein (in whole or partthe “Debt Financing”) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing executed equity commitment letters, dated as of the Credit Agreement; provided that such cooperation does not unreasonably interfere date hereof, among Parent and each of the Guarantors (including all exhibits, schedules and annexes thereto, the “Equity Financing Commitment”, and together with the ongoing operations Debt Financing Commitments, the “Financing Commitments”), pursuant to which each of the Company Guarantors has committed, subject to the terms and conditions set forth therein, to invest the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: cash amount set forth therein (i) participate in reasonable number of meetings related tothe “Equity Financing”, and provide reasonable assistance with, together with the marketing efforts related to any such Debt Financing, including roadshows; the “Financing”) for the purpose of funding a portion of the Financing Uses. The Equity Financing Commitment provides that the Company is a third-party beneficiary thereof to the extent set forth therein. None of the Financing Commitments have been withdrawn, terminated, rescinded, repudiated, amended, modified or supplemented prior to the date of this Agreement by Parent and, to the knowledge of Parent, each of the other parties party thereto and no such withdrawal, termination, rescission, repudiation, amendment, modification or supplementation is contemplated by Parent and, to the knowledge of Parent, each of the other parties thereto and the respective commitments contained in the Financing Commitments have not been withdrawn, terminated, rescinded or repudiated in any respect as of the date hereof. Except for the fee letters referenced in the Debt Financing Commitments (ii) cause complete copies of which have been provided to the Company’s senior management , with only fee amounts and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver economic terms related to the “market flex” provisions contained therein redacted (provided that Parent Parties represents and their Financing Sources any financial information pertaining warrants that the redactions in such fee letters do not relate to the Company and imposition of any new conditions (or the other Company Entities reasonably requested by modification or expansion of any existing conditions) or any reduction in the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 amount of the Debt Financing Commitment Letter and or otherwise relate to the conditions termination, enforceability or availability of the Debt Financing), there are no side letters or Contracts to which Parent or any of its Affiliates is a party related to the availability or conditionality, as applicable, of the Financing or the Transactions other than as expressly set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be Commitments delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of on or prior to the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma date hereof. Parent has fully paid any and summary financial data) (1) any post-Closing all commitment fees or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources fees in connection with the repayment Financing Commitments that are payable on or prior to the date hereof. As of the date hereof, the Financing Commitments are in full force and effect and are the legal, valid, binding and enforceable obligations of Parent and, to the knowledge of Parent, each of the other parties party thereto and neither is Parent aware of any fact or occurrence existing Indebtedness on the date hereof or that would or would reasonably be expected to cause the Financing Commitments to be ineffective. Assuming that the conditions to the obligation of Parent to consummate the Merger set forth in Section 7.1 and Section 7.2 have been satisfied, as of the date hereof, there are no conditions precedent related to the funding of the full amount of the Financing (including pursuant to any “market flex” provisions in the fee letter or otherwise), other than as expressly set forth in the Financing Commitments delivered to the Company prior to the date hereof. As of the date hereof, to the knowledge of Parent, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to (i) constitute a default or breach on the part of Parent or, to the knowledge of Parent, any other party thereto under any of the Financing Commitments, (ii) constitute a failure to satisfy a condition precedent on the part of Parent or any other party thereto under the Financing Commitments or (iii) result in any portion of the amount to be provided or funded in accordance with the Financing Commitments being unavailable on the Closing Date. Assuming that the conditions to the obligation of Parent to consummate the Merger set forth in Section 7.1 and Section 7.2 have been satisfied, and assuming the Financing is funded in accordance with the Financing Commitments, Parent will have on the Closing Date funds sufficient to (i) pay the aggregate Per Share Merger Consideration and the other payments under Article II, (including, to the extent required pursuant to Section 6.19, the aggregate IRS Matter Incremental Per Share Merger Consideration), (ii) pay any and all fees and expenses required to be paid by Parent and the Surviving Entity in connection with the Merger and the Financing, (iii) pay for any refinancing of any outstanding indebtedness of the Company or its subsidiaries contemplated by this Agreement or the Financing Commitments, and (iv) satisfy all of the other payment obligations of Parent and the Surviving Entity contemplated hereunder (clauses (i) through (iv), the “Financing Uses”). Parent affirms that it is not a condition to the Closing or any of its other obligations under this Agreement that Parent obtain the Financing or any other Company Entity; (vii) cause its independent auditors and other Representatives financing for or related to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithTransactions.

Financing. The Parent has delivered to the Company shall(i) true, correct and shall cause complete copies of the other Company Entities toexecuted bridge facility commitment letter (the “Bridge Commitment Letter”) and unsecured term loan facility commitment letter, cooperate each dated as of February 5, 2015 between Parent and Xxxxxx Xxxxxxx Senior Funding, Inc. (together with the Parent Parties all exhibits, annexes, schedules and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters (collectivelyattachments thereto, the “Debt FinancingFinancing Letters”), for (in whole or part) satisfying pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend to Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt amounts set forth therein (the “Financing, including roadshows; ”) and (ii) cause the Company’s senior management true and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; correct (iii) deliver subject to the redactions noted therein) copies of the executed fee letters each, dated as of February 5, 2015 between Parent Parties and their Financing Sources any financial information pertaining Xxxxxx Xxxxxxx Senior Funding, Inc. (the “Fee Letters”) related to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 . As of the Debt date hereof, neither the Financing Commitment Letter and Letters nor the Fee Letters have been amended or modified prior to the date hereof and, to the knowledge of Parent, the commitments contained in the Financing Letters have not been withdrawn, terminated or rescinded in any respect. If the conditions set forth in paragraphs 3Section 8.2 have been satisfied or waived, 4 at the Closing, the aggregate proceeds to be disbursed pursuant to the Financing, together with available cash, cash equivalents and 8 marketable securities of Exhibit C Parent and Merger Sub, in the aggregate, will be sufficient to make the payment to the Exchange Agent of the Debt Financing Commitment Letter (the information and data aggregate Per Share Consideration, all other amounts required to be delivered paid pursuant to Article IV and the other transactions contemplated by this clause Agreement. Except for the Fee Letters, as of the date hereof, there are (iiii) being referred no side letters or other agreements or contracts related to the funding of the Financing other than as expressly set forth in the “Required applicable Financing Letters or (ii) no arrangements related to the Financing that could adversely affect the availability of the Financing. Parent has fully paid any and all commitment fees or other fees required by such Financing Letters to be paid on or prior to the date hereof. As of the date hereof, the Financing Letters are in full force and effect and are the valid, binding and enforceable obligations of Parent and, to the knowledge of Parent, the other parties to the Financing Letters, in each case subject to the Bankruptcy and Equity Exception. There are no conditions precedent or other contingencies relating to the funding of the full amount of the Financing or any provisions that could reduce the aggregate amount of the Financing other than as set forth in the Financing Letters and the Fee Letters. Assuming the accuracy of the representations and warranties of the Company contained in Section 5.5(e) (Company Reports; Financial Information”Statements; Undisclosed Liabilities), (i) no event has occurred or circumstance exists which, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach on the part of Parent, or to the knowledge of Parent, any other party, under the Financing Letters and the Fee Letters and (ii) Parent reasonably believes that the conditions to the Financing contemplated in the Financing Letters and the Fee Letters to be satisfied by Parent or Merger Sub will be satisfied, at or prior to the time contemplated hereunder for the Closing; provided that in the event no representation or warranty is being made as to whether any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as representations or warranties are reasonably requested by any Parent Party true or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party correct or its Financing Sources in connection with the repayment of the existing Indebtedness of whether the Company or any other Company Entity; (vii) cause has complied with its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements covenants contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithAgreement.

Financing. The Company shallPurchaser has delivered to Seller true and complete, fully-executed copies of the debt and shall cause equity commitment letters, dated as of October 3, 2013 among Purchaser; Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates; Bank of America, N.A.; Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated; Barclays Bank PLC; Xxxxxx Xxxxxxx Senior Funding, Inc.; and Natixis, New York Branch and including all exhibits, schedules, annexes and amendments to such agreements in effect as of the date hereof (the “Commitment Letters”), pursuant to which and subject to the terms and conditions thereof each of the parties thereto (other Company Entities tothan Purchaser), cooperate with has severally agreed and committed to provide the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters set forth therein (collectively, the “Debt Financing”), for () and Purchaser has received a commitment in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing respect of the Credit Agreement; provided that such cooperation does not unreasonably interfere equity financing set forth therein (“Equity Financing,” and together with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause collectively the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies“Financing”). The Commitment Letters have not been amended, as may be requested by any Parent Party; (iii) deliver restated or otherwise modified or waived prior to the Parent Parties Execution Date and their Financing Sources the respective commitments contained in the Commitment Letters have not been withdrawn, modified or rescinded in any financial information pertaining respect prior to the Company date hereof. As of the date hereof, the Commitment Letters are in full force and effect and constitute the legal, valid and binding obligation of each of Purchaser and the other Company Entities reasonably requested parties thereto, except as such enforcement may be limited by laws affecting the Parent Parties that is reasonably necessary enforcement of creditors’ rights generally or by general equitable principles. There are no conditions precedent to obtain such Debt the funding of the full amount of the Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions other than as expressly set forth in paragraphs 3the Commitment Letters. There are no other agreements, 4 and 8 of Exhibit C side letters or arrangements that would permit the parties to the Commitment Letters to reduce the amount of the Debt Financing or that would otherwise affect the availability of the Financing. The Commitment Letter (Letters provide Purchaser with binding financial commitments that, when funded at Closing, provide it with sufficient funds to pay the information Final Purchase Price and data to pay any other amounts required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired paid by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources it in connection with the repayment consummation of the existing Indebtedness transactions contemplated by this Agreement. As of the Company date hereof, (A) no event has occurred that would constitute a breach or any other Company Entity; default (vii) cause its independent auditors and other Representatives to cooperate or an event that with notice or lapse of time or both would constitute a default), in each case, on the Debt Financing; and (viii) in addition to part of Purchaser under the Required Financial Information, provide, and cause the Company Entities and its Representatives to provideCommitment Letters or, to the Parent Parties Knowledge of Purchaser, any other party to the Commitment Letters and their Financing Sources such information as may be necessary so (B) Purchaser has no reason to believe that the financing information pertaining conditions to the Company and Financing will not be satisfied or that the other Company Entities is complete and correct in Financing will not be available to Purchaser on the Closing Date. Purchaser has fully paid all material respects and does not fees required to be paid prior to the date hereof pursuant to the Commitment Letters and will not contain pay any untrue statement of a material fact or omit additional fees required to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 paid pursuant to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithCommitment Letters.

Financing. The (a) 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 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, 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 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 and, promptly after execution thereof, deliver to Company Entities totrue, cooperate complete and correct copies of the new commitment letter and the related fee letters (in redacted form reasonably satisfactory to the Persons 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 Parent Parties “Financing” and their lenders with any Parent Party’s efforts 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 arrange new debt financing or maintain, and amend and/or increaseenter into, any Parent Entities’ existing credit facilities, including new commitments for any financing that would result in a reduction of the Credit Agreement 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 Debt Financing conditions precedent set forth in the Commitment Letters (collectively, Letter as in effect on the “Debt Financing”), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, date hereof. (b) Notwithstanding anything contained in this Agreement to the contrary, Purchaser expressly acknowledges and agrees that Purchaser’s and Merger Sub’s obligations hereunder are not conditioned in any Expenses manner upon Purchaser or Merger Sub obtaining the Financing, any Substitute Financing or any other financing. Purchaser’s breach of any of its representations or warranties in Section 3.1(f), Purchaser’s or Merger Sub’s breach of any of 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 other 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) For the refinancing period from the date hereof and the Closing, Company shall provide and shall use its commercially reasonable efforts to cause each of its Representatives, including legal, tax, regulatory and accounting, to provide, all cooperation reasonably requested by Purchaser in connection with the Credit Agreement; Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company its Subsidiaries. Such assistance shall include using commercially reasonable efforts to: ), including (i) participate 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 reasonable number the preparation of meetings related toan information package regarding the business, operations, financial projections and provide reasonable assistance with, prospects of Purchaser and Company customary or reasonably necessary for the marketing efforts related completion of such Financing) to any such Debt 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, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate 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 agenciesagencies at times and at locations reasonably acceptable to Company, as may be requested by any Parent Party; (iii) deliver reasonably assisting in the preparation of (A) any customary offering documents, bank information memoranda, prospectuses and similar documents, which contain, to the Parent Parties extent reasonably available, all financial statements and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause included therein, and all other data (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary including selected financial data) that the SEC would require in a registered offering or that would be necessary for an investment bank to receive customary “comfort” (1including “negative assurance” comfort) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected from independent accountants in such pro forma and summary financial data connection with a registered offering and (2B) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial datamaterials for rating agency presentations, which assumptions shall be the responsibility of Parent; (iv) cause reasonably cooperating with the Company’s senior management and Representatives to participate in marketing efforts for the negotiationFinancing, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take 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 actions as are reasonably requested by any Parent Party documents, if any, do not include material non-public information about Company or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; their respective Affiliates or securities, (vi) take all actions as may be reasonably requested by 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 Parent Party or its Financing Sources in connection with fiscal quarter of Company ended after the repayment date of the existing Indebtedness of most recent audited financial statements and at least forty-five (45) days prior to the Company or any other Company Entity; Closing Date, in each case to the extent then available, and (vii) cause its independent auditors and other Representatives to cooperate cooperating reasonably with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provideFinancing Parties’ due diligence, to the Parent Parties extent customary and their Financing Sources such information as may be necessary so that the financing information pertaining reasonable and to the Company and extent not unreasonably interfering with the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement business of a material fact or omit to state a material fact necessary to make Company; provided that until the statements contained thereinClosing occurs, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the AgentA) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any have no liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iiiB) unless promptly reimbursed by Parent upon written request of the Company, not be required to incur any other out of pocket expenses (other than immaterial incidental expenses) liability in connection with the Debt FinancingFinancing unless simultaneously reimbursed or reasonably satisfactorily indemnified by Purchaser. Parent shall promptlyshall, promptly upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder)Company, reimburse the Company for all reasonable and documented out of out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of the Company its Subsidiaries or their respective Representatives in connection with any action taken the cooperation of Company and its Subsidiaries contemplated by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.175.14 (without duplication of any reimbursement pursuant to the preceding sentence). Parent and Merger Sub shall, on a joint and shall several basis, indemnify and hold harmless the Company, the Company and its Subsidiaries and their respective Representatives representatives from and against any and all damagesliabilities, losses, damages, claims, costs, liabilities or expenses (including attorneys’ fees), interest, awards, judgments and penalties suffered or incurred by any of them in connection with any Financing or other securities offering of Parent and/or its Subsidiaries or any assistance or activities provided in connection therewith. (d) Purchaser shall pay, or cause to be paid, as the arrangement same shall become due and payable, all fees and other amounts that become due and payable prior to the Closing Date under the Commitment Letter or 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 of September 30, 2010, among Purchaser, Bank of America N.A. and certain other parties thereto (as amended, restated, supplemented, extended or replaced from time to time, the “Existing Credit Agreement”) to be less than $1,300,000,000 at any time prior to the 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 Existing Credit Agreement that would reasonably be likely to (i) cause the revolving loans under the Existing Credit Agreement to be 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 amount of the Debt Financing commitments to zero, provided that Purchaser shall not reduce such borrowing availability to an amount below the amount that is required, together with the financial resources of Purchaser and any information used in connection therewith (other than information provided by the Merger Sub, including cash on hand and marketable securities of Purchaser, Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at Subsidiaries that are committed to fund the request of Parent pursuant Merger Consideration, to consummate the Merger and the transactions contemplated by this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithAgreement.

Financing. The Parent has delivered to the Company shalltrue, correct and shall cause complete fully-executed copy of the other Company Entities tocommitment letter, cooperate with dated as of September 15, 2010 among Parent and Banc of America Securities LLC and Banc of America Bridge LLC (the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities“Financing Sources”), including all exhibits, schedules, annexes and amendments to such commitment letter in effect as of the Credit date of this Agreement (other than fee letters and engagement letters, provided, that Parent has delivered excerpts of those portions of such fee letters and engagement letters that contain any conditions to funding or “flex” provisions or other provisions (excluding provisions related solely to fees and economic terms (other than covenants) agreed to by the Debt Financing Commitment Letters parties) regarding the terms and conditions of the financing to be provided thereby) (such commitment letter, including all exhibits, schedules, annexes and amendments thereto and each such fee letter and engagement letter, collectively, the “Debt FinancingCommitment Letter”), pursuant to which and subject to the terms and conditions thereof the Financing Sources have agreed to lend the amounts set forth therein (the provision of such funds as set forth therein, the “Financing”) for the purposes set forth in such Commitment Letter. The Commitment Letter has not been amended, restated or otherwise modified or waived prior to the date of this Agreement, and the respective commitments contained in the Commitment Letter have not been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. As of the date of this Agreement, the Commitment Letter is in full force and effect and constitutes the legal, valid and binding obligation of each of Parent and, to the knowledge of Parent, the Financing Sources, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. There are no conditions precedent or contingencies related to the funding of the full amount of the Financing (including pursuant to any “flex” provisions in whole connection therewith), other than as expressly set forth in the Commitment Letter, and as of the date of this Agreement there are no side letters or partother contracts or arrangements related to the Financing other than the Commitment Letter. Assuming the accuracy of the representations and warranties set forth in Section 3.2 and Section 3.6(b) satisfying and the Company’s compliance with its obligations under Section 5.1(b) and Section 5.1(i), subject to the terms and conditions of the Commitment Letter, the net proceeds contemplated from the Financing, together with other financial resources of Parent and Merger Sub, including cash on hand and marketable securities of Parent and Merger Sub at the Effective Time, will, in the aggregate, be sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations to pay under this Agreement, including (a) any Cash the payment of the Merger Consideration and any other amounts due by the Parent Parties hereunderrequired to be paid pursuant to Article II, and (b) any Expenses the payment of all fees and (c) the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company expenses and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data payment obligations required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”)paid or satisfied by Parent, provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (Merger Sub and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources Surviving Corporation in connection with the Merger and the Financing, including any repayment or refinancing of Indebtedness as a result of the existing Indebtedness consummation of the Company Merger. Assuming the accuracy of the representations and warranties set forth in Article III, as of the date of this Agreement, (i) no event has occurred which would constitute a breach or any other Company Entity; default (vii) cause its independent auditors and other Representatives to cooperate or an event which with notice or lapse of time or both would constitute a default), in each case, on the Debt Financing; and (viii) in addition to part of Parent or Merger Sub under the Required Financial Information, provide, and cause the Company Entities and its Representatives to provideCommitment Letter or, to the knowledge of Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated byMerger Sub, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts , and (ii) subject to cause any Debt Financing that is an obligation the satisfaction of the Company conditions contained in Section 7.1 and Section 7.2 hereof, Parent does not have any reason to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing believe that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers conditions to the Financing will not be satisfied or directors, as that the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement funds necessary for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement will not be available to Parent at the Effective Time. Parent has fully paid all commitment fees or document related other fees required to be paid prior to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request date of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent Agreement pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithCommitment Letter.

Financing. The (a) Parent has delivered to the Company shalltrue and complete copies of fully executed commitment letter (the “Debt Commitment Letter”), dated as of April 27, 2011, by and shall cause between Parent and each of X.X. Xxxxxx Securities LLC and JPMorgan Chase Bank, N.A., confirming the other Company Entities to, cooperate commitments of the lender party thereto to provide Parent with debt financing in connection with the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters transactions contemplated hereby (collectively, the “Debt Financing”), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, . (b) any Expenses The Debt Commitment Letter is in full force and (c) effect and is a valid and binding obligation of Parent and, to the refinancing knowledge of Parent, the other parties thereto. As of the Credit Agreement; provided that such cooperation does date hereof, the Debt Commitment Letter has not unreasonably interfere with the ongoing operations of the Company been amended or modified in any respect, and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate commitments contained therein have not been withdrawn, rescinded or otherwise modified in reasonable number of meetings related toany respect, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver other than pursuant to the Parent Parties “Fee Letter” referred to therein (a true, correct and their Financing Sources any financial information pertaining complete copy of which has been made available to the Company prior to the date of this Agreement, subject to the redaction of certain fee and market flex provisions of such Fee Letter). As of the other Company Entities reasonably requested by date hereof, 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 Parties that is reasonably necessary or Merger Subsidiary under the Debt Commitment Letter. Except for the payment of customary fees, there are no conditions precedent to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 the funding of the full amount of the Debt Financing Commitment Letter and other than the conditions precedent set forth in paragraphs 3or contemplated by the Debt Commitment Letter, 4 and 8 as of Exhibit C the date hereof Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Debt Financing Commitment Letter (the information and data that is required to be delivered pursuant to this clause (iii) being referred to satisfied as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) a condition of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition , or that the Debt Financing will not be made available to Parent prior to the Required Financial Information, provide, and cause consummation of the Company Entities and its Representatives to provide, Merger. Subject to the Parent Parties terms and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light conditions of the circumstances under which such statements are madeDebt Commitment Letter, not misleading. None the aggregate proceeds of the representationsDebt Financing, warranties or covenants if funded, together with available cash of the Parent, is in an amount sufficient to pay the aggregate Company shall be deemed to apply to, or deemed breached or violated by, any of Share Cash Consideration and Preferred Share Cash Consideration upon the actions terms contemplated by this Section 6.17 or by any action taken by the Company at the request Agreement and pay all related fees and expenses of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstandingParent, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries Subsidiary and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithAgreement.

Financing. The Company shallWithout limiting any of the obligations of Sellers under Section 5.5 of this Agreement, and Acquiror shall cause the other Company Entities to, cooperate with the Parent Parties and their lenders with any Parent Party’s use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, prior to the Closing Date, all things necessary, proper or advisable to arrange new debt financing or maintain, the Financing on the terms and amend and/or increase, any Parent Entities’ existing credit facilities, including conditions described in the Credit Agreement and the Debt Financing Commitment Letters (collectively, including the “Debt Financing”flex provisions” in the related fee letter), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include including using commercially reasonable best efforts to: , prior to the Closing Date, (i) participate maintain in reasonable number effect the Debt Commitment Letter until the earlier of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause date that the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company Closing has occurred and the other Company Entities reasonably requested by the Parent Parties date that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data it has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma terminated in accordance with its terms and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction satisfy on a timely basis of all conditions precedent applicable to Acquiror obtaining such the Financing set forth in the Commitment Letters, (ii) negotiate and enter into definitive agreements with respect thereto that are in form and substance reasonably satisfactory to Acquiror and on the terms and conditions contemplated by the Debt Financing; Commitment Letter (viincluding any related flex provisions) take all actions as may be reasonably requested by any Parent Party or its Financing Sources on other terms in connection the aggregate not less favorable to Acquiror and the Companies, in the aggregate, (iii) timely prepare the necessary offering circulars, private placement memoranda, or other offering documents or marketing materials with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives respect to cooperate with the Debt Financing; , and (viiiiv) in addition assist with the syndication activities contemplated by the Debt Commitment Letter. Acquiror shall give Sellers prompt notice (A) of any actual or threatened 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 Commitment Letter or definitive document related to the Required Financial InformationFinancing of which Acquiror becomes aware and which would reasonably be expected to result in Acquiror not receiving the Debt Financing or Equity Financing at the Closing, provide(B) if and when Acquiror becomes aware, or receives oral or written notice, that any portion of the Financing contemplated by any Commitment Letter may not be available to consummate the transactions contemplated hereby, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request (C) of any Parent Party or its Financing Sourcestermination of any Commitment Letter. The Company Acquiror shall use commercially keep Sellers informed on a reasonably current basis in reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed detail of the status of their efforts to keep arrange the Financing. Acquiror shall (1) comply in all material respects with each Commitment Letter, and (2) except as contemplated by the Commitment Letters, not permit, without the prior written consent of Sellers, any amendment or modification to be made to, or any waiver of any provision or remedy under the Commitment Letters if such amendment, modification or waiver would (x) reduce the aggregate amount of the Debt Financing that is an obligation (including by changing the amount of fees to be paid or original issue discount of the Company Debt Financing unless the Equity Financing is increased by a corresponding amount), (y) impose new or additional conditions, or otherwise amend, modify or expand any conditions, to the receipt of the Debt Financing in effect after a manner that would reasonably be expected to (I) delay or prevent the Closing and notify Closing, (II) make the Parent Parties promptly if they become aware funding of any circumstances the Debt Financing (including communications from or satisfaction of the Agentconditions to obtaining the Debt Financing) reasonably less likely to result in any Debt Financing that is an obligation occur or (III) adversely impact the ability of Acquiror to enforce its rights against the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related parties to the Debt Financing Commitments or (iii) unless promptly reimbursed by Parent upon written request the definitive agreements with respect thereto, the ability of Acquiror to consummate the transactions contemplated hereby or the likelihood of consummation of the Companytransactions contemplated hereby (provided that the existence or exercise of “flex provisions” and/or the addition of any additional arranger, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptlylead arranger, upon written request (which may include electronic mail) by the Company (such written request to include invoices agent or other Lender (if the addition of such additional parties, individually or in the aggregate, would not be reasonably detailed evidence of likely to (X) delay or prevent the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder)Closing, reimburse (Y) make the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) less likely to occur or (Z) adversely impact the ability of Acquiror to enforce its rights against the other parties to the Debt Financing Commitments or the definitive agreements with respect thereto, the ability of Parent to consummate the transactions contemplated hereby or the likelihood of consummation of the transactions contemplated hereby) shall not constitute an amendment, modification or waiver of the Commitment Letters requiring the prior written consent of Sellers hereunder or otherwise constitute a breach hereof). Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 6.6 or elsewhere in this Agreement shall require, and in no event shall the “reasonable best efforts” of Acquiror be deemed or construed to require, Acquiror to (A) seek the Equity Financing from any information used in connection therewith (source other than information those counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter, (B) seek or accept Debt Financing on terms adverse to or less favorable than those set forth in the Debt Commitment Letter (including the “flex provisions”) provided on the date of this Agreement, (C) waive any terms or conditions of this Agreement, (D) pay any fees in excess of those contemplated by the Company Commitment Letters (whether to secure waiver of any conditions contained therein or any otherwise) or (E) enforce their rights against counterparties to the Commitment Letters except with respect to a draw down of the Company Subsidiariesproceeds of the Debt Financing as provided in clause (b) and all other actions taken by of the Company, the Company Subsidiaries and their respective Representatives taken at the request third sentence of Parent pursuant to Section 11.14. In no event shall Acquiror have any Liability for breach of its covenants or agreements in this Section 6.17, except to 6.6 if the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithClosing occurs.

Financing. The (a) Parent has delivered to the Company shalltrue, complete and correct copies of (i) an executed equity commitment letter in effect as of the date hereof, including all exhibits, schedules, annexes and amendments thereto (the “Equity Commitment Letter”) from the Guarantors, pursuant to which the Guarantors have committed to provide to Parent, subject to the terms and conditions therein, equity financing in the amount set forth therein for the purposes of financing a portion of the aggregate Merger Consideration, Warrant Consideration and LTI Award Consideration payable at the Closing under this Agreement (the “Equity Financing”), which Equity Commitment Letter provides that the Company is a third party beneficiary thereof and is entitled to enforce such agreements, in each case to the extent expressly provided for in the enforcement provisions of the Equity Commitment Letter, and (ii) an executed debt financing commitment letter from the Lenders in effect as of the date hereof, including all exhibits, schedules, annexes and amendments thereto, and each fee letter associated therewith (collectively, the “Fee Letter,” and together with such debt financing commitment letter, the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Commitment Letters”) (it being understood that the Fee Letter may be customarily redacted; provided, however, that no provisions that, or that could reasonably be expected to, adversely affect the availability of or impose additional conditions on, the availability of the Debt Financing at the Effective Time may be redacted), pursuant to which the Lenders have committed to provide to Parent and/or Merger Sub, subject to the terms and conditions therein, debt financing in the amounts set forth therein (the “Debt Financing” and, together with the Equity Financing, the “Financing”). There are no side letters or other agreements, Contracts, understandings or arrangements to which Parent or Merger Sub is a party that could reasonably be expected to adversely affect the availability of the Financing other than as expressly set forth in the Commitment Letters delivered to the Company pursuant to this Section 4.9(a) (it being understood and agreed that: (i) Parent or a subsidiary thereof may issue senior notes or other debt securities in lieu of all or a portion of the senior bridge facility referred to in the Debt Commitment Letter, (ii) Parent or its affiliates may, in its or their sole and absolute discretion (but shall cause not be required to), issue preferred equity at the Closing (in lieu of the senior notes or other debt securities in lieu of a portion of the senior bridge facility) to Permitted Preferred Purchasers, and (iii) Permitted Co-Investors may be added to the Equity Commitment Letter or deliver an equity commitment letter of their own in substantially similar form (except for amount) to the Equity Commitment Letter for a portion of the Equity Financing). (b) As of the date of this Agreement: (i) each Commitment Letter is in full force and effect and is the legal, valid, binding and enforceable obligation of each of the Guarantors, Parent and Merger Sub, as applicable, and to the knowledge of Parent, each of the other Company Entities toparties thereto, cooperate in each case, except as enforcement may be limited by general principles of equity, whether applied in a court of Law or a court of equity, and by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting creditors’ rights and remedies generally; (ii) each Commitment Letter has not been amended or modified in any respect and no such amendment or modification is contemplated or pending (other than amendments or modifications to the Debt Commitment Letter solely (A) to add lenders, lead arrangers, bookrunners, syndication agents and similar entities, (B) in connection with the Parent Parties and their lenders with implementation of any Parent Party’s efforts “market flex” provisions or “securities demand” terms contained in the Debt Commitment Letter, (C) to arrange new implement a Replacement Commitment Facility (as defined in the Debt Commitment Letter entered into as of the date hereof) or issue preferred equity at the Closing (in lieu of the senior notes or other debt financing or maintainsecurities in lieu of a portion of the senior bridge facility) to Permitted Preferred Purchasers, and amend and/or increase(D) amendments to the Equity Commitment Letter to add Permitted Co-Investors or to replace a portion of the Equity Financing with a substantially similar equity commitment letter of any Permitted Co-Investor); and (iii) the commitments contained in the Commitment Letters have not been withdrawn, terminated, reduced or rescinded in any respect (other than as permitted in the immediately preceding clause (ii)(D)). As of the date of this Agreement, Parent Entitieshas paid (or caused to be paid) in full any and all fees (including commitment fees and other fees) required to be paid under the Debt Commitment Letter that are payable on or prior to the date of this Agreement. (c) As of the date of this Agreement, there are no conditions precedent or other contractual contingencies (including pursuant to any “flex” provisions in the Fee Letter or otherwise) related to the funding of the full amount (or any portion) of the Financing except as expressly set forth in the Commitment Letters. As of the date of this Agreement, to the knowledge of the Parent, no event has occurred which (with or without notice, lapse of time or both) would reasonably be expected to constitute a failure to satisfy a condition precedent to be satisfied by any Guarantor, Parent or Merger Sub, as applicable, for the Guarantors’ existing credit facilitiesand Lenders’ obligations to fund the Equity Financing and Debt Financing, respectively. (d) Assuming the satisfaction of the conditions set forth in Section 6.1 and Section 6.2, completion of the Marketing Period and that the Financing is funded in accordance with the Commitment Letters, the net proceeds contemplated by the Commitment Letters, will, in the aggregate, constitute the funds necessary to satisfy Parent’s and Merger Sub’s payment obligations under this Agreement at the Effective Time, including payment in cash of the aggregate Merger Consideration, Warrant Consideration and LTI Award Consideration payable at the Effective Time, refinancing of the Company’s indebtedness outstanding under the Credit Agreement and the Debt Financing Commitment Letters (collectively, the “Debt Financing”), for 2021 First Lien Notes (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financingeach case, including all information applicable interest, fees and data necessary premiums), and to satisfy Section 2 of the Debt Financing Commitment Letter pay all related fees and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data expenses required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired paid by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources Merger Sub in connection with the repayment of Merger, in each case, at the existing Indebtedness of Effective Time (such amount, the Company or any other Company Entity; “Required Financing Amount”). (viie) cause its independent auditors and other Representatives Parent has caused to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining delivered to the Company and the other Company Entities is a true, complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light copy of the circumstances under which such statements are madeduly executed Limited Guarantee. The Limited Guarantee is in full force and effect, has not misleading. None been amended, modified, withdrawn or rescinded in any respect, and is the legal, valid, binding and enforceable obligation of each of the representations, warranties or covenants Guarantors. As of the Company shall be deemed to apply todate hereof, no event has occurred or deemed breached circumstance exists which, with or violated bywithout notice, any lapse of time or both, would constitute a default or breach on the actions contemplated by this Section 6.17 or by any action taken by the Company at the request part of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of Guarantor under the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithLimited Guarantee.

Financing. The Parent has delivered to the Company shalla true and complete copy of the executed commitment letter and related exhibits, schedules, annexes and shall cause term sheets, dated as of the other Company Entities todate of this Agreement, cooperate together with the Parent Parties related fee letter (solely in the case of the fee letter, with only the fee amounts, pricing, "market flex" provisions and their lenders with any Parent Party’s efforts to arrange new debt financing other economic terms that do not adversely affect the enforceability, availability or maintainconditionality of, and amend and/or increaseor the aggregate amount of proceeds available under, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters contained therein redacted) (collectively, the “"Debt Financing”Commitment Letter"), pursuant to which the Financing Sources have agreed, subject only to the Financing Conditions set forth therein, to provide or cause to be provided the debt financing set forth therein for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunderpurposes of financing the transactions contemplated hereby, (b) any Expenses and (c) including the refinancing cash component of the Credit Agreement; provided aggregate consideration payable in the Merger. Such executed Debt Commitment Letter has not been amended or modified in any manner on or prior to the date of this Agreement and no amendment, termination or modification is contemplated (it being understood that such cooperation does not unreasonably interfere with neither the ongoing operations exercise of "market flex" provisions under the fee letter, nor the joinder or addition of any Financing Sources to the Debt Commitment Letter, shall be deemed an amendment or modification). Neither Parent nor any of its Affiliates has entered into any agreement, side letter or other arrangement of any kind relating to the financing of the Company and transactions contemplated by this Agreement, other than as set forth in the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related toDebt Commitment Letter that reduces the amount of, and provide reasonable assistance with, or could affect the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 conditionality or availability of the Debt Financing Commitment Letter on the Closing Date. Assuming (i) the accuracy of the representations and warranties of the conditions Company set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data Agreement and (2ii) any other information that may be reasonably and timely requested the performance by the Company concerning of its obligations hereunder, Parent will have sufficient funds to satisfy all of its obligations under this Agreement and to consummate the assumptions underlying transactions contemplated hereby on the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate Date. The commitments contained in the negotiationDebt Commitment Letter have not been withdrawn, execution terminated or rescinded in any respect. The Debt Commitment Letter is in full force and delivery effect and represents a valid, binding and enforceable obligation of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provideand, to the Parent Parties and their Financing Sources knowledge of Parent, each other party thereto, subject to the qualification that such information as enforceability may be necessary so limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors and general principles of equity. Parent has fully paid (or caused to be paid) any and all fees and other amounts that the financing information pertaining are due and payable on or prior to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement date of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) Agreement in connection with the Debt Financing. 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 shall promptlyor, upon written request (which may include electronic mail) by to the Company (such written request knowledge of Parent, any other party thereto under the Debt Commitment Letter. There are no conditions precedent related to include invoices or other reasonably detailed evidence the funding of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement full amount of the Debt Financing and any information used in connection therewith (on the Closing Date other than information provided by the Company or Financing Conditions. As of the date hereof, Parent has no reason to believe that, subject to the satisfaction of the conditions precedent set forth in Sections 8.1 and 8.3, (i) any of the Company SubsidiariesFinancing Conditions will not be satisfied or (ii) and all other actions taken by the CompanyDebt Financing will not be made available to Parent on the Closing Date. As of the date hereof, Parent is not aware of any fact or occurrence that makes any of the Company Subsidiaries and their respective Representatives taken at assumptions, or the request representations or warranties of Parent, in the Debt Commitment Letter inaccurate in any material respect. Parent pursuant acknowledges that the consummation of the Merger is not subject to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithfinancing condition.

Financing. The Company shall, and shall cause the other Company Entities to, cooperate with (a) Section 4.6 of the Parent Parties Disclosure Letter sets forth true and their lenders complete copies of (i) (x) executed rollover commitment letters (the “Rollover Letters”) from parties (the “Rollover Investors”) that collectively have sole voting and dispositive power with any respect to 3,139,975 shares of the Company, which number of shares, when contributed to Parent Party’s efforts under the Rollover Letters, will satisfy all minimum requirements for equity contributions to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and under the Debt Financing (whether expressed in terms of minimum value or percentage of shares), pursuant to which, and subject to the terms and conditions of which, the Rollover Investors have committed to contribute to Parent the amount of shares of Common Stock set forth therein (the “Rollover Investment”), and (y) a schedule setting forth each Rollover Investor, the number of shares of the Company beneficially owned by and over which such Rollover Investor holds sole voting and dispositive power, and an indication of whether such shares of the Company are held directly or indirectly by such Rollover Investor, and (ii) executed debt commitment letters and related term sheets from Xxxxx Fargo Bank, National Association (the “Xxxxx Commitment Letters Letter”) and Fortress Credit Advisors LLC (collectivelythe “Fortress Commitment Letter” and together with the Xxxxx Commitment Letter, the “Debt Commitment Letters” or the “Financing Commitments”) (Xxxxx Fargo Bank, National Association and Fortress Credit Advisors LLC, the “Lenders”) pursuant to which, and subject to the terms and conditions of which, the Lenders have committed to provide Parent and/or Merger Sub with financing in the amounts described therein, the proceeds of which may be used to consummate the Merger and the other transactions contemplated by this Agreement (the “Debt Financing” or the “Financing”), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing . As of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations date hereof, each of the Company Financing Commitments and the Company SubsidiariesRollover Letters is a legal, valid and binding obligation of Parent or Merger Sub and, to the Knowledge of the Parent, the other parties thereto, enforceable in accordance with its terms, subject to the Enforceability Exceptions. Such assistance shall include using commercially reasonable efforts to: (i) participate As of the date hereof, each of the Financing Commitments and the Rollover Letters is in reasonable number of meetings related tofull force and effect, and provide reasonable assistance withnone of the Financing Commitments or the Rollover Letters has been withdrawn, rescinded or terminated or otherwise amended or modified in any respect. As of the marketing efforts related to any such Debt Financingdate hereof, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Knowledge of the Parent, neither Parent Parties and their nor Merger Sub is in breach of any of the material terms or conditions set forth in any of the Financing Sources any financial information pertaining Commitments or the Rollover Letters. As of the date hereof, to the Knowledge of Parent with respect to the Company and its Subsidiaries, there is no fact or occurrence existing on the other Company Entities date hereof that, with or without notice, lapse of time or both, would reasonably requested by the Parent Parties that is reasonably necessary be expected to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 (A) make any of the Debt Financing Commitment Letter and assumptions or any of the conditions statements set forth in paragraphs 3the Financing Commitments or the Rollover Letters inaccurate, 4 and 8 of Exhibit C (B) result in any of the Debt conditions in the Financing Commitment Letter Commitments or the Rollover Letters not being satisfied, (C) cause any of the information and data required Financing Commitments or the Rollover Letters to be delivered pursuant to this clause ineffective or (iiiD) being referred to as the “Required Financial Information”), provided that otherwise result in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17Financing not being available, such pro forma and summary financial data shall or the Rollover Investment not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably being made, in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savingseach case, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis in order to consummate the transactions contemplated by this Agreement. As of all the date hereof, neither the Rollover Investors nor any Lender has notified Parent or Merger Sub of its intention to terminate any Financing Commitment or not to provide the Financing, and none of the Rollover Investors has notified Parent or Merger Sub of its intention to terminate any Rollover Letter or not to make the Rollover Investment. Parent has not, without the prior written consent of the Company, amended, modified, supplemented or waived any of the conditions precedent or contingencies to obtaining such Debt Financing; funding contained in any Financing Commitment (viincluding definitive agreements related thereto) take all actions as may be reasonably requested by or to the Rollover Investment contained in any Parent Party Rollover Letter, or its any other provision of, or remedies under, any Financing Commitment (including definitive agreements related thereto) or any Rollover Letter (except for any increases in the amount of funds available thereunder or the addition of Financing Sources in connection accordance with the repayment terms thereof, or other relevant entities who did not execute a Financing Commitment or a Rollover Letter as of the existing Indebtedness date of this Agreement or as otherwise expressly permitted by Section 5.12(a)). Assuming (1) the Financing is funded in accordance with its terms and conditions, (2) the Rollover Investment is made in accordance with the terms and conditions of the Rollover Letters and (3) the satisfaction of the conditions to the Company’s obligation to consummate the Merger set forth in Section 6.3(a), the net proceeds from the Financing will, together with the Rollover Investment and other funds available to Parent, be sufficient to consummate the Merger and the other transactions contemplated by this Agreement, including the payment by Parent and Merger Sub of the Merger Consideration, any fees and expenses of or payable by Parent, Merger Sub or the Surviving Corporation, and any related repayment or refinancing of any indebtedness of the Company or any of its Subsidiaries, and any other Company Entity; (vii) cause its independent auditors and other Representatives amounts required to cooperate be paid in connection with the Debt Financing; consummation of the transactions contemplated by this Agreement. Parent or Merger Sub has paid in full any and (viii) in addition all commitment or other fees required by any Financing Commitment that are due as of the date hereof, and will pay, after the date hereof, all such commitments and fees as they become due. There are no side letters, understandings or other agreements or arrangements relating to the Required Financial Information, provideFinancing (except for customary fee letters and engagement letters which do not contain any additional conditions to closing or other agreements relating to the availability of the full amount of the Financing, and cause a complete copy of the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining fee letter has been made available to the Company with customary redactions of fee amounts, pricing caps, “market flex”, other economic terms and certain other terms, none of which redacted provisions would adversely affect the conditionality or aggregate principal amount of the Financing) or the Rollover Investment to which Parent, Merger Sub or any of their respective Affiliates are a party that relate to the amount, availability or conditions of the Financing or the Rollover Investment, other than the Financing Commitments and the Rollover Letters. There are no conditions precedent related to the funding of the full amount of the Financing, other Company Entities is complete than as explicitly set forth in the Financing Commitments, and correct there are no conditions precedent related to the contribution of the full amount of the Rollover Investment, other than as explicitly set forth in all material respects and does not and the Rollover Letters. Assuming the satisfaction of the conditions to the Company’s obligation to consummate the Merger set forth in Section 6.3(a), neither Parent nor Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing or the contribution of the full amount of the Rollover Investment, or that the Financing will not contain be available to, or that the Rollover Investment will not be contributed to, Parent or Merger Sub on the Closing Date. For the avoidance of doubt, it is not a condition to Closing under this Agreement, nor to the consummation of the Merger, for Parent or Merger Sub to obtain the Financing, the Rollover Investment or any untrue statement alternative financing. (b) Neither Parent, Merger Sub nor any of their Affiliates has (i) retained any financial advisor on a material fact basis exclusive to Parent and/or Merger Sub and/or any such Affiliate or omit (ii) entered into an exclusivity, lock-up or other similar agreement, arrangement or understanding with any bank or investment bank or other potential provider of debt or equity financing that would prevent or hinder such provider from providing or seeking to state provide such financing to any third party in connection with a material fact necessary transaction relating to make the statements contained thereinCompany or its Subsidiaries (including in connection with the making of any Takeover Proposal), in the light case of clauses (i) and (ii), in connection with the circumstances under which such statements are madeMerger or the other transactions contemplated by this Agreement. Neither Parent, not misleading. None Merger Sub nor any of the representationstheir Affiliates has caused or induced any Person to take any action that, warranties or covenants of the Company shall if taken by Parent and/or Merger Sub, would be deemed to apply toa breach of, or deemed breached or violated bywould cause to be untrue, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything representations in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder4.6(b), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faith.

Financing. The Company shall(a) Parent is a party to and has accepted a fully executed commitment letter dated June 7, and shall cause 2018 (as the other Company Entities tosame may be amended or replaced, cooperate in each case in accordance with Section 5.13(a), the Parent Parties and their “Commitment Letter”) from the lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters party thereto (collectively, the “Debt Lenders”) pursuant to which the Lenders have agreed, subject to the terms and conditions thereof, to provide debt financing in the amounts set forth therein. The debt financing committed pursuant to the Commitment Letter is collectively referred to in this Agreement as the “Financing.”), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) Parent has delivered to the Company a true, complete and correct copy of the executed Commitment Letter and any Expenses fee letters related thereto, subject, in the case of such fee letters, to redaction solely of fee, pricing, “price flex” and other economic provisions that could not reasonably be expect to affect the conditionality, enforceability, availability or principal amount of the Financing. (c) Except as expressly set forth in the refinancing Commitment Letter, there are no conditions precedent to the obligations of the Credit Agreement; provided that such cooperation Lenders to provide the Financing in the amount contemplated by the Commitment Letter. Assuming the satisfaction of the conditions set forth in Sections 6.2(a) and 6.2(b), Parent does not unreasonably interfere have any reason to believe that it will be unable to satisfy on a timely basis all terms and conditions to be satisfied by it in the Commitment Letter on or prior to the Closing Date, nor does Parent have knowledge that any of the Lenders will not perform its obligations thereunder. As of the date of this Agreement, there are no side letters, understandings or other agreements, contracts or arrangements of any kind relating to the Financing that could affect the conditionality, enforceability, principal amount or availability of the Financing contemplated by the Commitment Letter. (d) Assuming the satisfaction of the conditions set forth in Sections 6.2(a) and 6.2(b), the Financing, when funded in accordance with the ongoing operations terms of the Commitment Letter, together with available cash of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance withParent, the marketing efforts related to any such Debt FinancingParent Subsidiaries and Merger Sub, will provide Parent with net cash proceeds on the Closing Date sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement and under the Commitment Letter, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 payment of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C cash portion of the Debt Financing Commitment Letter (Merger Consideration, any fees and expenses of or payable by Parent, Merger Sub or the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”)Surviving Corporation, provided that any payments in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) respect of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments equity compensation obligations to be made in such pro forma connection with the Merger, and summary financial data, which assumptions shall be the responsibility any repayment or refinancing of any outstanding indebtedness of Parent; , the Company and their respective Subsidiaries contemplated by, or required in connection with the transactions described in, this Agreement or the Commitment Letter (ivsuch amounts, collectively, the “Merger Amounts”). (e) cause The Commitment Letter constitutes the Company’s senior management legal, valid and Representatives to participate binding obligation of all the parties thereto and is in the negotiation, execution full force and delivery of any Debt Financing documents effect (except as such enforceability may be reasonably requested limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditors’ rights, and to general equitable principles, including specific performance and injunctive and other forms of equitable relief). As of the date hereof, no event has occurred which (with or without notice, lapse of time or both) would constitute a breach or failure to satisfy a condition by Parent under the terms and conditions of the Commitment Letter, and Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied by Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and Financing will not contain any untrue statement be available to Parent on the date of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep has paid in full any and all commitment fees or other fees required to be paid pursuant to the Company reasonably informed terms of the status Commitment Letter on or before the date of its efforts to arrange this Agreement, and consummate will pay in full any Debt Financingsuch amounts due on or before the Closing Date. Anything As of the date hereof, (i) the Commitment Letter has not been modified, amended or altered, (ii) none of the respective commitments thereunder has been withdrawn or rescinded in this Section 6.17 any respect and (iii) to the contrary notwithstandingKnowledge of Parent, until no modification or amendment to the Effective Time occursCommitment Letter is currently contemplated (except any modification or amendment solely to the extent necessary to add lenders, neither lead arrangers, book-runners, syndication agents or similar entities that have not executed the Company nor any Commitment Letter as of the Company Subsidiariesdate of this Agreement (including in replacement of a Lender)). (f) In no event shall the receipt or availability of any funds or financing (including, nor for the avoidance of doubt, the Financing) by Parent, Merger Sub or any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document affiliates or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices financing or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested transactions be a condition to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company EntityParent’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithMerger Sub’s obligations under this Agreement.

Financing. The Parent has delivered to the Company shalltrue, complete and shall cause correct copies of: (i) the executed commitment letter, dated as of April 26, 2011 among Merger Sub, JPMorgan Chase Bank, N.A., X.X. Xxxxxx Securities LLC, UBS Loan Finance LLC and UBS Securities LLC and excerpts of those portions of the executed fee letter associated therewith that contain any conditions to funding or “flex” provisions or other Company Entities to, cooperate with provisions (excluding provisions related solely to fees and economic terms agreed to by the Parent Parties parties thereto) regarding the terms and their lenders with any Parent Party’s efforts conditions of the financing to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilitiesbe provided by such commitment letter (such commitment letter, including the Credit Agreement all exhibits, schedules, annexes and the Debt Financing Commitment Letters (amendments thereto and each such fee letter, collectively, the “Debt Financing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, JPMorgan Chase Bank, N.A., X.X. Xxxxxx Securities LLC, UBS Loan Finance LLC and UBS Securities LLC have agreed to lend the amounts set forth therein (the “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement; and (ii) the executed equity commitment letter, dated as of April 26, 2011 among Parent and the Guarantors (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), pursuant to which, upon the terms and subject to the conditions set forth therein, each of the Guarantors has committed to invest the cash amount set forth therein (the “Equity Financing” and together with the Debt Financing, the “Financing”). None of the Financing Commitments has been amended or modified prior to the date of this Agreement, for and, as of the date hereof, (x) the respective commitments contained in whole the Financing Commitments have not been withdrawn, modified, amended, terminated or partrescinded in any respect and (y) satisfying no such withdrawal, termination, rescission, amendment or modification is contemplated (other than amendments and modifications permitted under Section 5.10). As of the date hereof, there are no side letters or other agreements, Contracts or arrangements to which Parent or any of its Affiliates is a party that could affect the availability of the Financing. As of the date hereof, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligations of each of Parent’s obligations , Merger Sub and, to pay the knowledge of Parent, the other parties thereto. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing (a) including any Cash Consideration “flex” provisions), other than as expressly set forth in the Financing Commitments. Assuming the accuracy of the representations and other amounts due warranties set forth in Section 3.2 and performance by the Parent Parties Company of its obligations hereunder, (b) any Expenses the aggregate net proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitments, in the aggregate and (c) the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere together with the ongoing operations cash, cash equivalents and marketable securities of the Company and its Subsidiaries reflected on the consolidated balance sheet of the Company Subsidiariesas at the Balance Sheet Date and the contribution contemplated by the letter agreements set forth on Section 4.12 of the Disclosure Schedule in accordance with the terms thereof, will be sufficient for Parent and the Surviving Corporation at the Effective Time to pay all amounts contemplated hereunder to be paid by them, to redeem the Notes and to pay the amount outstanding under the Loan and Security Agreement, to satisfy the obligations of the Company under Section 2.1(d) and to pay all related fees and expenses. Such assistance shall include using commercially reasonable efforts to: As of the date hereof, no event has occurred which would result in any breach or violation of or constitute a default (ior an event which with notice or lapse of time or both would become a default) participate in reasonable number of meetings related toby Parent or Merger Sub under the Financing Commitments, and provide reasonable assistance with, Parent does not have any reason to believe that any of the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver conditions to the Financing will not be satisfied or that the Financing will not be available to Parent Parties and their Financing Sources any financial information pertaining to on the Company and the Closing Date. Parent has fully paid all commitment fees or other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data fees required to be delivered paid on or prior to the date hereof pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithCommitments.

Financing. The (a) Parent has delivered to the Company shalla true, accurate and shall cause complete copy of the other Company Entities tofully executed debt commitment letter, cooperate dated as of August 15, 2016 (together with all annexes, schedules and exhibits thereto) from the banks named therein to Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain(collectively, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the “Debt Financing Commitment Letters Letter”), pursuant to the terms, but subject to the conditions, of which the lender parties thereto have committed to provide Parent and Merger Sub with debt financing in the amounts set forth therein for purposes of, among other things, financing the Merger and the other transactions contemplated by this Agreement, paying related fees and expenses (collectivelysuch debt financing, as it may be modified (to the extent permitted by this Agreement), the “Debt Financing”). The Debt Financing Commitment Letter has not been amended, for (modified or waived in whole or part) satisfying Parent’s obligations any manner prior to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunderdate of this Agreement and, (b) any Expenses and (c) the refinancing as of the Credit date of this Agreement; provided that , no such cooperation does not unreasonably interfere with the ongoing operations amendment, modification or waiver is pending or contemplated. As of the Company and date of this Agreement, neither Parent nor its Subsidiaries has entered into any side letter or other agreement relating to the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number funding of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate other than as set forth in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the fee letters related thereto and there are no arrangements related to the Debt Financing that would be reasonably be expected to affect the availability of the Debt Financing. 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 cash on hand and each long-term debt financing that replaces all or a portion of the Debt Financing (each such debt financing, each of which shall have conditions to the availability and funding of the proceeds thereof that are no more restrictive, taken as a whole, than the Financing Conditions (as defined below), a “Replacement Financing”, and collectively, the “Replacement Financings”), will be sufficient for the payment of the Merger Amount when due on the Closing. As of the date of this Agreement, the commitments contained in the Debt Financing Commitment Letter have not been withdrawn, terminated or rescinded in any respect. As of the date of this Agreement, the Debt Financing Commitment Letter is in full force and effect and represents a valid, binding and enforceable obligation 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 conditions precedent set forth in paragraphs 3, 4 and 8 of Exhibit C Section 1 of the Debt Financing Commitment Letter (the information “Financing Conditions”) and data required subject to the Enforceability Exception. Parent has fully paid (or caused to be delivered pursuant paid) any and all commitment fees and other amounts that are due and payable on or prior to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) date of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) Agreement in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence As of the out date of pocket costs this Agreement, no event has occurred which, with or expenses incurred that are requested without notice, lapse of time or both, would constitute a breach or default on the part of Parent, or to the Knowledge of Parent, any other party thereto, under the Debt Financing Commitment Letter, which breach or default would reasonably be reimbursed hereunder), reimburse expected to result in the Company for all reasonable and documented out inability of pocket costs Parent to satisfy (including reasonable attorneys’ feesor materially delay the ability of Parent to satisfy) incurred by the Company or any of the Company Subsidiaries Financing Conditions on or their respective Representatives prior to the Closing Date. As of the date of this Agreement, Parent has no reason to believe that it or any other party thereto will be unable to satisfy the Financing Conditions at or prior to the time contemplated hereunder for the Closing. Parent understands and acknowledges that under the terms of this Agreement, Parent’s obligation thereunder is not in any way contingent upon or otherwise subject to Parent’s consummation of any financing arrangements, Parent’s obtaining of any financing or the availability, grant, provision or extension of any financing to Parent. (b) The Debt Financing, when funded in accordance with the Debt Commitment Letter, together with cash on hand and the proceeds of the Replacement Financings, if any, will provide Parent with financing on the Closing Date that is sufficient for (i) the payment of the aggregate consideration payable by Parent on the Closing Date pursuant to Article III hereof and (ii) the payment of all costs, fees and expenses required to be borne by Parent and its Affiliates in connection with any action taken by any of them at this Agreement on the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithClosing Date.

Financing. The Company shall, and shall cause the other Company Entities to, cooperate with the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters (collectively, the “Debt Financing”), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts toBuyer has obtained: (i) participate in reasonable number a debt financing commitment letter (together with copies of meetings related toany provisions relating to “market flex” or similar provisions affecting the structure, and provide reasonable assistance withpricing, the marketing efforts related to maturity, amortization or any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance other terms with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver respect to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested financing contemplated by the Parent Parties that is reasonably necessary to obtain such Debt Financingdebt financing commitment letter), including all information and data necessary to satisfy Section 2 dated as of the Debt Financing Commitment Letter date hereof, by and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter among Jefferies Finance LLC (the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial InformationJefferies”), Bank of Montreal (“BMO”), KeyBank National Association (“KeyBank”), CHS V and Buyer, pursuant to which each of Jefferies, BMO and KeyBank has committed to provide or cause to be provided that debt financing to Buyer (which includes up to $200,000,000 in bridge financing to be utilized in the event any pro forma that the issuance and summary financial data has been requested pursuant to this clause (iii) sale of this Section 6.17, such pro forma and summary financial data shall senior secured second lien notes in a comparable amount is not be considered a part of the Required Financial Information unless Parent has provided consummated at or prior to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial dataClosing) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses“Bridge Loans”) in connection with the Debt Financing. Parent shall promptlytransaction contemplated hereby, upon written request a complete and accurate fully executed copy of which is attached hereto as Exhibit E (the “Bridge Loans Commitment Letter”); (ii) a debt financing commitment letter (together with copies of any provisions relating to “market flex” or similar provisions affecting the structure, pricing, maturity, amortization or any other terms with respect to the financing contemplated by such debt financing commitment letter), dated as of the date hereof, by and among General Electric Capital Corporation (“GE Capital”), GE Canada Finance, Buyer, BMO, Key Bank (together, the “Revolver Lenders”) and Buyer, pursuant to which the Revolver Lenders have committed to provide or cause to be provided debt financing to Buyer (which includes up to $40,000,000 in a senior secured credit facility of which up to Cdn $20,000,000 may include electronic mailbe available to a Canadian borrower) (the “Revolver Loans”), a complete and accurate fully executed copy of which is attached hereto as Exhibit F (the “Revolver Commitment Letter” and together with the Bridge Loans Commitment Letter, the “Debt Commitment Letters”); and (iii) an equity financing commitment letter, dated as of the date hereof, pursuant to which CHS V has, among other things, and subject to the terms and conditions thereof, committed to provide equity financing to Buyer in connection with the transactions contemplated hereby, a complete and accurate fully executed copy of which is attached hereto as Exhibit G (the “Equity Commitment Letter”). The Debt Commitment Letters and Equity Commitment Letter shall together be referred to herein as the “Commitment Letters”. Subject to the conditions expressly set forth therein, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Company Commitment Letters provide all funds necessary (such written request a) to include invoices or other reasonably detailed evidence consummate the transactions contemplated hereby, including the payment of the out Purchase Price, the deposit of pocket costs the Escrow Amount, the payoff of the Company Senior Debt Payoff Amount and Indebtedness identified on the Indebtedness Pay-Off Schedule and the payment of the unpaid Seller Transaction Expenses in accordance with the final invoices delivered pursuant to Section 2.02(i)(iv), and (b) to pay all fees and expenses of Buyer at the time of the Closing. The Debt Commitment Letters (together with the ancillary documents referenced therein or expenses incurred delivered to the Company’s counsel) constitute all of the agreements entered into between Jefferies, BMO, KeyBank, GE Capital, GE Canada Finance and/or their respective Affiliates and Buyer and its Affiliates with respect to the financing arrangements contemplated thereby. The Commitment Letters are not subject to any contingency or condition of any kind whatsoever related to the funding of the full amount of the financing contemplated by the Commitment Letters (including any “market flex” provisions or similar provisions affecting the structure, pricing, maturity, amortization or any other terms) other than as set forth in the executed copies thereof (and in the copy of the “market flex” provision or similar provisions affecting the structure, pricing, maturity, amortization or any other terms excerpted from any related fee letter) attached hereto. The Commitment Letters are in full force and effect, constitute the legal, valid and binding obligations of Buyer and, to the knowledge of Buyer, the other parties thereto, and have not been modified or amended in any respect, and the respective commitments contained in the Commitment Letters have not been withdrawn or rescinded. Neither Buyer nor any of its Affiliates is in breach of any of the Commitment Letters nor do Buyer or any of its Affiliates have knowledge of any breach of the Commitment Letters by any of the other parties thereto. As of the date hereof, to the Buyer’s knowledge, (x) neither Buyer nor any other party to any Commitment Letter will be unable to satisfy on a timely basis any of the conditions that are requested required to be reimbursed hereunder), reimburse satisfied by it or such other party as a condition to the Company for all reasonable obligations under the Commitment Letters prior to the expiration thereof and documented out (y) no portion of pocket costs (including reasonable attorneys’ fees) incurred the financing contemplated by the Company Commitment Letters will not be made available to Buyer at the Closing. Buyer has paid in full any and all commitment fees and/or other fees required to be paid on or prior to the date hereof under the terms of the Commitment Letters and will pay all other commitment fees and/or other fees required to be paid under the terms of the Commitment Letters upon the Closing. Buyer will not use any portion of the Cdn $20,000,000 of the Revolver Loans to repay any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithSenior Debt.

Financing. The Company shallAssuming the accuracy of the representations and warranties set forth in Article IV, and shall cause assuming no material breach by Knight of its obligations under Sections 6.1 and 6.2 or by Blocker of its obligations under Section 6.5, the amount of funds contemplated to be provided pursuant to the Commitment Letters (as defined below), if funded, together with cash and cash equivalents of GETCO, Knight and the Company available for application to the cash portion of the Merger Consideration and the Refinancing, are sufficient, to (i) consummate the Mergers and the Refinancing and any other repayment or refinancing of indebtedness contemplated by this Agreement or the Commitment Letter and (ii) satisfy all of the other Company Entities topayment obligations of GETCO contemplated hereunder and under the Commitment Letter and the Fee Letter. GETCO has delivered to Knight prior to the date of the Original Merger Agreement copies of a fully executed (i) debt commitment letter dated December 19, cooperate 2012 between Jefferies Finance LLC (“Jefferies Finance”) and GETCO (the “Debt Commitment Letter”), (ii) debt fee letter dated December 19, 2012 between Jefferies Finance and GETCO (the “Fee Letter” and, together with the Parent Parties Debt Commitment Letter, the “Debt Financing Letters”) and their lenders (iii) the equity commitment letter dated December 19, 2012 between GETCO and General Atlantic Partners 83, L.P. (the “Equity Commitment Letter”; together with any Parent Party’s efforts to arrange new debt financing or maintainthe Debt Commitment Letter, and amend and/or increasethe “Commitment Letters” and, any Parent Entities’ existing credit facilities, including the Credit Agreement and together with the Debt Financing Letters, the “Financing Letters”), pursuant to the terms, but subject to the conditions, of which financial institutions party thereto, including Jefferies Finance (the “Lenders”), in the case of the Debt Commitment Letters Letter, and General Atlantic Partners 83, L.P., in the case of the Equity Commitment Letter, have committed to provide the Company with financing in the amounts set forth therein for purposes of financing the transactions contemplated by this Agreement, paying related fees and expenses and completing the Refinancing (collectivelysuch debt financing, pursuant to the Debt Commitment Letter, as it may be modified, to the extent permitted by this Agreement, the “Debt Financing”)” and such equity financing pursuant to the Equity Commitment Letter, for (in whole or part) satisfying Parent’s obligations as it may be modified, to pay (a) any Cash Consideration and other amounts due the extent permitted by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing of the Credit this Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt “Equity Financing” and, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate together with the Debt Financing, the “Financing”); provided, however, that, in the case of the Fee Letter, accurate and (viii) complete copies have been delivered to Knight with only the fee amounts, certain terms of “market flex” and the “Securities Demand” provisions redacted. The Financing Letters, in addition the form provided to the Required Financial InformationKnight by GETCO, provideare in full force and effect and are legal, valid, binding and cause the Company Entities and its Representatives to provideenforceable obligations of GETCO and, to the Parent Parties knowledge of GETCO, the other parties thereto in accordance with their respective terms and their Financing Sources such information as may be necessary so that the financing information pertaining subject to the Company Bankruptcy and Equity Exception. As of the other Company Entities is complete and correct in all material respects and does date of the Original Merger Agreement, the Financing Letters have not and will not contain any untrue statement of a material fact been withdrawn, terminated, repudiated, rescinded, amended or omit to state a material fact necessary to make the statements contained thereinmodified, in the light any respect, and no withdrawal, termination, repudiation, rescission, amendment or modification of the circumstances under which such statements Financing Letters is contemplated. There are made, not misleading. None no conditions precedent or other contingencies relating to the obligation of the representations, warranties or covenants of the Company shall be deemed any party to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 Financing Letters to fund the full amount (or by any action taken by portion) of the Company at Financing other than as expressly set forth in the request Financing Letters as in effect on the date of the Original Merger Agreement. GETCO has paid all fees and expenses required to be paid under the Financing Letters as of the date of the Original Merger Agreement. As of the date of the Original Merger Agreement, GETCO has no knowledge of any Parent Party fact, occurrence or its Financing Sources. The Company shall use commercially reasonable efforts condition that makes any of the assumptions or statements set forth in the Commitment Letters inaccurate in any material respect or that would cause the Commitment Letters to be terminated or ineffective or, assuming satisfaction of the conditions precedent set forth in Section 8.1 and 8.3, that would reasonably be expected to cause any Debt Financing that is an obligation of the Company conditions precedent set forth therein not to remain in effect from and after be met. In no event shall the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware receipt or availability of any circumstances funds or financing (including communications from including, for the Agentavoidance of doubt, the Financing) reasonably likely to result in by GETCO or any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document Affiliates or any other agreement or document related financing be a condition to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company EntityGETCO’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithobligations hereunder.

Financing. The (i) Parent has delivered to the Company shalltrue, complete and fully executed copies of the commitment letter (including all related exhibits, schedules, annexes, supplements and term sheets attached thereto, and shall cause including any related fee letter as described below, as each of the other Company Entities toforegoing may be amended, cooperate supplemented, replaced, substituted, terminated or otherwise modified or waived from time to time after the date hereof in compliance with Section 6.13, the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and “Debt Commitment Letter”) from the Debt Financing Commitment Letters Sources party thereto, confirming their respective commitments to provide Parent or any of its Affiliates with debt financing in connection with the transactions contemplated hereby in the amount set forth therein (collectively, the “Debt Financing”), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; . (ii) cause the Company’s senior management The Debt Commitment Letter is in full force and Representatives to provide reasonable assistance with the preparation effect and is a valid and binding obligation of rating agency presentations and to participate in a reasonable number of meetings with rating agenciesParent or its Affiliates party thereto and, as may be requested by any Parent Party; (iii) deliver to the knowledge of Parent, the other parties thereto, enforceable against Parent Parties and their Financing Sources any financial information pertaining or its Affiliates party thereto and, to the Company knowledge of Parent, the 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 date hereof have been paid in full. As of the date 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 Company Entities party thereto under any term of the Debt Commitment Letter which would reasonably requested by be expected to materially impair or adversely affect the Parent Parties that is reasonably necessary to obtain such Debt Financing. As of the date hereof, including all information Parent and data necessary Merger Sub have no reason to believe that they or any other party thereto will be unable to satisfy Section 2 on a timely basis any term of the 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 and Letter) directly or indirectly related to the conditions set forth in paragraphs 3, 4 and 8 funding of Exhibit C the full amount of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being referred to other than as the “Required Financial Information”), provided that expressly set forth in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17Debt Commitment Letter. Other than the Debt Commitment Letter, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing there are no other contracts, arrangements or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired understandings entered into by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document Affiliate thereof related to the Debt Financing funding or (iii) unless promptly reimbursed by Parent upon written request of the Companyinvesting, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptlyas applicable, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing (except for (i) customary fee letters relating to the commitments in the Debt Commitment Letter, a true, complete and any information used fully executed copy of each of which has been provided to the Company, with only the fee amounts, pricing terms, pricing caps and other commercially sensitive terms redacted or (ii) customary engagement letters or non-disclosure agreements which do not impact the conditionality or amount of the Debt Financing). (iv) Assuming the Debt Financing is funded on the Closing Date in connection therewith (other accordance with the Debt Commitment Letter, the Closing is consummated in accordance with the terms of this Agreement and the 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 information provided by the Company or any $5 million of cash of the Company Subsidiarieswill be in an amount sufficient to consummate the Merger and the other transactions contemplated by this Agreement, including to (i) pay the aggregate Merger Consideration pursuant to Section 4.01(a) and (ii) pay all other actions taken by the Companyrelated fees and expenses of Parent, the Company Subsidiaries Merger Sub and their respective Representatives taken at the request of Parent representatives pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithAgreement.

Financing. The Parent has delivered to the Company shalltrue, correct and shall cause complete copies, as of the other Company Entities todate of this Agreement, cooperate of (i) the executed securities purchase agreement from private investment funds affiliated with GTCR LLC as well as existing indirect owners of Parent (the “Equity Purchase Agreement”) to invest, subject to the terms and conditions therein, cash in the aggregate amounts set forth therein (the “Equity Financing”), (ii) an executed commitment letter and a Redacted Fee Letter from Xxxxxx Xxxxxxx Senior Funding, Inc. and Barclays Bank PLC (the “Debt Commitment Letter” and, together with the Parent Parties and their Equity Purchase Agreement, collectively referred to as the “Financing Letters”), pursuant to which the lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters party thereto (collectively, the “Debt FinancingLenders”)) have committed, for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver subject to the Parent Parties terms and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth therein, debt financing in paragraphs 3, 4 the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement and 8 of Exhibit C of the Debt Financing Commitment Letter related fees (the information and data required to be delivered pursuant to this clause (iii) being collectively referred to as the “Required Financial InformationDebt Financing”, and together with the Equity Financing, collectively referred to as the “Financing”). None of the Financing Letters has been amended or modified prior to the date of this Agreement and as of the date of this Agreement, provided no such amendment or modification is contemplated (other than amendments or modifications that are permitted by Section 4.10), and as of the date of this Agreement, the respective obligations and commitments contained in the event Financing Letters have not been withdrawn or rescinded in any pro forma respect. Except for fee letters and summary financial data has been requested pursuant engagement letters with respect to this clause (iii) of this Section 6.17the Financing, such pro forma and summary financial data shall not be considered a part as of the Required Financial Information unless Parent has provided date hereof, there are no side letters or agreements (whether written or oral) to which Parent, Merger Sub or any of their Affiliates is a party related to the funding or investing, as applicable, of the Financing that could affect the availability of the Financing, or which include conditions precedent to the obligations of the parties thereunder, other than as expressly set forth in the Financing Letters delivered to the Company reasonably in advance of prior to the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing date hereof. Parent has fully paid or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent caused to be reflected in such pro forma fully paid any and summary financial data and (2) any all commitment fees or other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources fees in connection with the repayment Financing Letters that are payable on or prior to the date hereof, and as of the existing Indebtedness date hereof, the Financing Letters are in full force and effect and are the legal, valid, binding and enforceable obligations of the Company or any other Company Entity; (vii) cause its independent auditors CII, Parent and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directorsMerger Sub, as the case may be, shall and, to the Knowledge of Parent or Merger Sub, each of the other parties thereto. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Letters. As of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach on the part of CII, Parent or Merger Sub or, to the Knowledge of Parent or Merger Sub, any other party thereto under any of the Financing Letters. As of the date hereof, Parent has no reason to believe that any of the conditions to the Financing contemplated by the Financing Letters applicable to it or CII will not be satisfied. Assuming the Financing is funded in accordance with the Financing Letters, Parent and Merger Sub, in the aggregate and together with the available cash and cash equivalents of the Company, will have at and after the Closing funds sufficient to (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financingthe aggregate Merger Consideration, the aggregate Option Consideration and the aggregate Company RSU Consideration, (ii) enter into any definitive agreement related to any proposed Debt finance the repayment or refinancing of debt contemplated by this Agreement or either Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificateLetter, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be pay any and all fees and expenses required to incur any other out of pocket expenses (other than immaterial incidental expenses) be paid by Parent, Merger Sub and the Surviving Corporation in connection with the Debt Merger and the Financing. Parent shall promptly, upon written request and (which may include electronic mailiv) by the Company (such written request to include invoices or other reasonably detailed evidence satisfy all of the out other payment obligations of pocket costs or expenses incurred that are requested to be reimbursed Parent, Merger Sub and the Surviving Corporation contemplated hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faith.

Financing. The (i) Parent will have sufficient funds available to it for Parent and, after the Effective Time, the Surviving Corporation, to complete the Merger and refinance in full all amounts outstanding under the Company shall, and shall cause the other Company Entities to, cooperate with the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the ABL Credit Agreement and the Debt Senior Secured Indenture, to pay cash in lieu of fractional shares in accordance with Section 4.2(f), and to satisfy the respective obligations of Parent and Merger Sub as and when contemplated by this Agreement and to pay or otherwise perform such obligations of Parent and Merger Sub under any agreement or documents entered into in connection with the Merger (including any fees and expenses relating to the Financing). (ii) Parent has delivered to the Company true and complete copies of (i) a fully executed debt commitment letter, dated as of the date of this Agreement (including all schedules, annexes and exhibits thereto) (the “Commitment Letter”) and (ii) the fully executed fee letters referenced therein, relating to fees with respect to the Financing contemplated by the Commitment Letters Letter (collectively, the “Debt FinancingFee Letter,” and together with the Commitment Letter, collectively, the “Commitment Papers”), for by and among Parent and the Financing Sources specified therein (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration with only fee amounts and other amounts due economic terms, and the “flex” provisions, redacted, none of which redacted provisions would adversely affect the conditionality, enforceability, termination or amount of the debt financing contemplated by the Parent Parties hereunderCommitment Letter). As used herein, (b) any Expenses and (c) the refinancing of debt financing contemplated in the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related toCommitment Papers, and provide reasonable assistance together with, unless the marketing efforts related to context otherwise requires, any such Debt Financingreplacement financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate any bank financing or debt securities issued in a reasonable number of meetings with rating agencieslieu thereof, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being collectively referred to as the “Required Financial Information”), provided that in Financing.” As of the event any pro forma and summary financial data has been requested pursuant to this clause (iii) date of this Section 6.17Agreement, such pro forma and summary financial data shall not be considered a part each of the Required Financial Information unless Parent Commitment Papers is in full force and effect and has provided not been withdrawn, rescinded or terminated, or otherwise amended or modified in any respect and, to the Knowledge of Parent, no amendment or modification in any manner that is potentially adverse to the Company reasonably in advance is contemplated as of the time the Marketing Period otherwise would have begun date of this Agreement (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate than as set forth in the negotiationFee Letter with respect to flex rights and/or to add additional lenders, execution arrangers, bookrunners, syndication agents and delivery of any Debt Financing documents similar entities who had not executed the Commitment Papers as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness date of this Agreement), and each of the Company or any other Company Entity; (vii) cause its independent auditors Commitment Papers, in the form so delivered, constitutes the legal, valid and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, providebinding obligation of, and cause the Company Entities and its Representatives to provideis enforceable against, Parent and, to the Parent Parties and their Financing Sources such information as may be necessary so that Knowledge of Parent, each of the financing information pertaining other parties thereto, subject, in each case, to the Company Bankruptcy and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, Equity Exception. Except as set forth in the light Commitment Papers and except for any engagement letters, fee credit letters and fee letters related to the permanent financing described in the Commitment Papers, as of the circumstances under date of this Agreement, there are no contracts, agreements, “side letters” or other arrangements to which such statements are madeParent, not misleading. None of the representations, warranties Merger Sub or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers affiliates is a party relating to the Commitment Papers or directorsthe Financing. (iii) As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, constitutes, or would reasonably be expected to constitute, a default or breach by Parent or, to the Knowledge of Parent, any other party thereto, of any term of the Commitment Papers. As of the date of this Agreement, no Financing Source party to the Commitment Letter has notified Parent in writing of its termination or repudiation (or intent to terminate or repudiate) any of the commitments under such Commitment Letter or intent not to provide all or any portion of the Financing. Assuming the truth and accuracy of the Company’s representations and warranties set forth in Section 5.1 and compliance by the Company with its obligations hereunder, in each case, in all material respects, and assuming satisfaction of the conditions in Section 7.3 (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof), Parent has no reason to believe that any of the conditions to the availability and funding, as applicable, of the case may be, shall (i) Financing contemplated by the Commitment Papers will fail to be satisfied on the Closing Date or that the full amounts committed pursuant to the Commitment Letter will not be available to be funded on the Closing Date to the extent required to refinance in full all amounts outstanding under the Company ABL Credit Agreement and the Senior Secured Indenture, to pay any commitment or other similar fee cash in connection lieu of fractional shares in accordance with any proposed Debt Financing, (iiSection 4.2(f) enter into any definitive agreement related and to any proposed Debt Financing that is not conditioned upon consummation of pay the fees and expenses relating to the Merger and the Financing. (iv) Notwithstanding anything to the contrary in this Agreement, each of Parent and Merger Sub acknowledges that does its obligation to consummate the Merger as set forth in this Agreement is not terminate without contingent on Parent’s ability to obtain any liability financing, whether pursuant to the Commitment Papers or otherwise. (v) As of the date hereof, Parent and Merger Sub have fully paid (or caused to be paid) any obligation under any certificate, document, instrument, credit agreement and all commitment fees or any related document other fees required by the Commitment Papers to be paid on or any other agreement or document before the date of this Agreement. The only conditions precedent related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request obligations of the Company, be required Financing Sources party to incur any other out the Commitment Letter to fund the full amount of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) Financing contemplated by the Company (such written request to include invoices or other reasonably detailed evidence of Commitment Letter are expressly set forth in the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithCommitment Letter.

Financing. As of the date hereof, Xxxxxx has delivered to Company a true and complete fully executed copy of the Debt Commitment Papers (together with all exhibits, schedules and annexes thereto). The Company shallaggregate proceeds contemplated by the Financing pursuant to the Debt Commitment Papers will be, and shall cause the other Company Entities to, cooperate if funded in accordance with the terms and conditions of the Debt Commitment Papers (both before and after giving effect to any “market flex” provisions contained in the Fee Letter), sufficient, when taken together with available cash, lines of credit or other sources of immediately available funds, for Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilitiesconsummate the Transactions, including the Credit payment of the Cash Consideration and any fees and expenses of or payable by Parent under this Agreement and the Debt Financing Commitment Letters Papers that are due and payable on the Closing Date (collectively, the “Debt FinancingRequired Amount”). As of the date hereof, for (the Debt Commitment Papers have been accepted by Parent, are in whole or part) satisfying full force and effect and constitute the legal, valid and binding obligation of Parent and, to Parent’s obligations knowledge, each other party thereto, enforceable against each party thereto in accordance with its terms, except insofar as such enforceability may be limited by the Creditors’ Rights. Parent has fully paid (or caused to pay (abe paid) any Cash Consideration and all commitment fees and other amounts that are due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver payable on or prior to the Parent Parties and their Financing Sources any financial information pertaining date of this Agreement pursuant to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period Papers or otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment Financing. As of the existing Indebtedness date hereof, no event has occurred, and there is no condition or circumstance existing, which, with or without notice, lapse of time or both, could constitute or could reasonably be expected to constitute a breach or default on the part of Parent or, to Parent’s knowledge, any other party thereto under the Debt Commitment Papers. There are no conditions precedent related to the funding of the Company full amount of the Financing on the terms set forth in the Debt Commitment Papers other than as expressly set forth in the Debt Commitment Papers. No counterparty to the Debt Commitment Papers has any right to impose, and Parent does not have an obligation to accept, any condition precedent to such funding other than as expressly set forth in the Debt Commitment Papers, or any other Company Entity; (vii) cause its independent auditors and other Representatives reduction to cooperate with the aggregate amount available under the Debt Financing; Commitment Papers at Closing (nor any term or condition that would have the effect of reducing the aggregate amount available under the Debt Commitment Papers at Closing) to an amount that would be insufficient for Parent to consummate the Transactions, including payment of the Required Amount. Assuming (a) the accuracy of Company’s representations and warranties in Article IV of this Agreement and (viiib) the performance by Company of its obligations in addition Article VI of this Agreement, as of the date hereof, Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the full amount of the Financing needed to pay the Required Financial Information, provide, and cause the Company Entities and its Representatives Amount will not be available to provide, Parent on or prior to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light Closing Date. As of the circumstances date hereof, no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a failure to satisfy a condition precedent on the part of Parent under which such statements are made, not misleadingthe terms and conditions of the Debt Commitment Papers. None of the representations, warranties Debt Commitment Papers have been modified or covenants amended as of the Company date hereof (provided that the existence or exercise of “market flex” provisions contained in the Fee Letter shall be deemed not to apply toconstitute a modification or amendment of the Debt Commitment Papers) and, as of the date hereof, none of the commitments under the Debt Commitment Papers have been withdrawn or rescinded in any respect. As of the date hereof, there are no other agreements, side letters or arrangements to which Parent or any of its Affiliates is a party relating to the Financing that could adversely affect the availability of the Financing that have not been disclosed to the Company. Parent acknowledges and agrees that it is not a condition to the Closing or to any of its obligations under this Agreement that Parent obtains financing (including the Financing or any alternative financing) for, or deemed breached or violated byrelated to, any of the actions transactions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithAgreement.

Financing. The (a) Parent has delivered to the Company shalltrue, correct and shall cause complete fully executed copies of (a) the other Company Entities tocommitment letter, cooperate with dated as of the date hereof, among Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Sources party thereto, including all exhibits, schedules, annexes and amendments to such commitment letter (the “Debt Commitment Letter”) and (b) the fee letter, dated as of the date hereof, with respect thereto, including all exhibits, schedules, annexes and amendments to such fee letter (provided that the fee amounts, pricing caps and the rates, amounts and other economic terms included in the “market flex” and certain other economic terms of such fee letter (and its exhibits, schedules, annexes and amendments thereto) may be redacted so long as none of such redacted provisions adversely affect the conditionality, enforceability or termination provisions of the Debt Letters or reduce the aggregate principal amount of the Debt Financing contemplated hereby), in each case, in effect as of the date of this Agreement (collectivelyalong with the Debt Commitment Letter, the “Debt Letters”), pursuant to which and subject to the terms and conditions thereof the Debt Financing Sources party thereto have severally committed to lend the amounts set forth therein to Parent (the provision of such funds as set forth therein, but subject to the provisions of Section 6.15, the “Debt Financing”), ) for (the purposes set forth in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing such Debt Letters. As of the Credit execution and delivery of this Agreement; provided that such cooperation does , the Debt Letters have not unreasonably interfere with been amended, restated or otherwise modified or waived in any respect (and no amendment, restatement, modification or waiver is contemplated, other than customary joinders solely to add Debt Financing Sources) and to the ongoing operations Knowledge of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: Parent (i) participate the commitments contained in reasonable number of meetings related tothe Debt Letters have not been withdrawn, rescinded, amended, restated or otherwise modified in any respect and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause no such withdrawal, rescission, amendment, restatement or modification has been threatened by any Debt Financing Source party thereto. As of the Company’s senior management execution and Representatives delivery of this Agreement, the Debt Letters are in full force and effect and constitute the legal, valid, enforceable and binding obligations of each of Parent and, to provide reasonable assistance with the preparation Knowledge of rating agency presentations and Parent, the other parties thereto (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to participate or affecting creditors’ rights, or by principles governing the availability of equitable remedies, whether considered in a reasonable number Proceeding at law or in equity). As of meetings with rating agenciesthe date of this Agreement, as may be requested by any Parent Party; (iii) deliver there are no conditions precedent or contingencies related to the Parent Parties and their Financing Sources any financial information pertaining to funding of the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 full amount of the Debt Financing Commitment Letter and pursuant to the conditions Debt Letters, other than as expressly set forth in paragraphs 3such letters. The financial resources of Parent are, 4 and 8 of Exhibit C will be as of the Debt Financing Commitment Letter Closing, in the aggregate, sufficient for the satisfaction of all of Parent’s obligations under this Agreement, including the payment of the aggregate Merger Consideration (the information including all amounts payable in respect of Company RSUs and data Company PSUs under this Agreement), and any other amounts required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources paid in connection with the repayment consummation of the existing Indebtedness Transactions. As of the Company date of this Agreement, assuming the satisfaction of the conditions to the Merger set forth in Section 7.1 and Section 7.3, no event has occurred which, with or any other Company Entity; (vii) cause its independent auditors and other Representatives without notice, lapse of time or both, would or would reasonably be expected to cooperate with constitute a breach or default on the part of Parent under the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provideLetters or, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement Knowledge of a material fact or omit to state a material fact necessary to make the statements contained thereinParent, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation Source party to the Debt Letters. As of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed date of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstandingAgreement, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment there are no side letters or other similar fee in connection with any proposed Debt Financingagreements, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability Contracts or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document arrangements related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request the funding of all or any part of the Company, be Debt Financing other than as expressly set forth in the Debt Letters. Parent has fully paid all commitment fees or other fees required to incur any other out be paid on or prior to the date of pocket expenses (other than immaterial incidental expenses) this Agreement in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence Financing and satisfied all of the out of pocket costs or expenses incurred that are requested other terms and conditions required to be reimbursed hereunder)satisfied by Parent on or prior to the date hereof. As of the date of this Agreement, reimburse assuming the Company for all reasonable satisfaction of the conditions to the Merger set forth in Section 7.1 and documented out of pocket costs Section 7.3, (including reasonable attorneys’ feesi) incurred by the Company or Parent has no reason to believe that any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at conditions to the request Debt Financing will not be satisfied, (ii) the Parent does not have Knowledge, as of the Parent Parties or their Financing Sources pursuant todate of this Agreement, and in accordance with, this Section 6.17, and shall indemnify and hold harmless of any reason that the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement full amount of the Debt Financing and any information used will not be made available to Parent, in connection therewith (other than information provided by the Company or any each case, as of the Company Subsidiaries) and all other actions taken by time at which the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent Closing is required to occur pursuant to this Section 6.172.3, except subject to and in accordance with the extent finally determined by a court terms of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faiththe Debt Letters.

Financing. The At the Effective Time, Parent will have and will make available to Merger Subsidiary sufficient funds to consummate the transactions (including sufficient funds necessary to acquire all Shares of the Company shallpursuant to the Offer and the Top-Up Option, to repay all of the Company’s outstanding indebtedness, other than accrued trade debt which shall be assumed by the Surviving Company, and shall cause to pay all fees and expenses and other amounts related to the Merger, the Offer and other transactions contemplated by this Agreement). As of the date hereof, Parent has delivered to the Company Entities totrue, cooperate with the Parent Parties correct and their lenders with any Parent Party’s efforts to arrange new debt financing complete copies of one or maintain, and amend and/or increase, any Parent Entities’ existing credit facilitiesmore executed commitment letters, including the Credit Agreement exhibits, schedules and the Debt Financing Commitment Letters amendments thereto (such letters collectively, the “Debt FinancingFinancing Letters”), for ) from the financial institutions identified therein (the “Financing Sources”) with respect to one or more debt and/or equity financings in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other the amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 therein for the purpose of Exhibit C of funding the Debt Financing Commitment Letter transactions contemplated by this Agreement (the information and data required to be delivered pursuant to this clause (iii) being collectively referred to as the “Required Financial InformationFinancing”). As of the date hereof, provided that in none of the event any pro forma and summary financial data Financing Letters has been requested pursuant to this clause (iii) of this Section 6.17amended or modified, no such pro forma amendment or modification is contemplated, and summary financial data shall the respective obligations and commitments contained in such letters have not be considered a part been withdrawn, terminated, rescinded, amended or modified in any respect. As of the Required Financial Information unless date hereof, Parent or Merger Subsidiary has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma fully paid any and summary financial data) (1) any post-Closing all commitment fees or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources fees in connection with the repayment Financing Letters that were payable on or prior to the date hereof. Assuming the Financing is funded in accordance with the Financing Letter, as applicable, the net proceeds contemplated by the Financing Letters, will in the aggregate be sufficient for Merger Subsidiary and the Surviving Corporation, on and after the date of the existing Indebtedness Closing, (A) to acquire all of the Shares of the Company or any pursuant to the Offer and the Top-Up Option, (B) to repay all of the Company’s outstanding indebtedness other than accrued trade debt, which shall be assumed by the Surviving Company Entity; and (viiC) cause its independent auditors to pay all fees and expenses and other Representatives to cooperate with the Debt Financing; and (viii) in addition amounts related to the Required Financial InformationMerger, providethe Offer and other transactions contemplated by this Agreement. The Financing Letters are in full force and effect as of the date hereof, and, subject to the conditions precedent and/or contingencies to the obligations of the parties set forth in the Financing Letters to enter in to Financing Agreements, each constitutes a valid and cause the Company Entities binding obligation of Parent and its Representatives to provideMerger Subsidiary, and, to the Knowledge of Parent, each other party thereto, enforceable against such party in accordance with its terms. To the Knowledge of Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are madedate hereof, not misleading. None no event has occurred which, with or without notice, lapse of the representationstime or both, warranties would or covenants of the Company shall would reasonably be deemed expected to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required constitute a default or breach on the part of Parent or Merger Subsidiary or, to pay the Knowledge of Parent, any commitment or other similar fee in connection with any proposed Debt Financingparty thereto, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Knowledge of Parent, a failure of any condition to the Financing or (iii) unless promptly reimbursed by to the Knowledge of Parent upon written request otherwise result in any portion of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with Financing being unavailable on the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence date of the out Closing. As of pocket costs or expenses incurred the date hereof, Parent does not have any reason to believe that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries conditions to the Financing will not be satisfied or their respective Representatives that the Financing will not be available to Parent or Merger Subsidiary in connection with any action taken by any of them at the request full contemplated amount thereof on the date of the Parent Parties Closing. There are no conditions precedent or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless contingencies to the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement obligations of the Debt parties under the Financing and any information used in connection therewith (other than information provided by Letters to make the Company or any full amount of the Company Subsidiaries) and all other actions taken by Financing available to Parent on the Company, terms therein except as expressly set forth in the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithFinancing Letters.

Financing. The Company shall(a) Parent or certain of its controlled Affiliates is a party to and has accepted a fully executed (x) commitment letter dated as of the date hereof (as amended, restated, amended and shall cause restated, supplemented or replaced from time to time after the other Company Entities todate hereof in accordance with Section 7.4(b) hereof, cooperate together with all exhibits and schedules thereto, 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 thereof, to provide debt financing in the amounts set forth therein and (y) fee letters, dated of as the date hereof (as amended, restated, amended and restated, supplemented or replaced from time to time after the date hereof in accordance with Section 7.4(b) hereof, the “Debt Fee Letters”), executed in connection with the Parent Parties and their lenders with any Parent Party’s efforts to arrange new Debt Commitment Letter. The debt financing or maintaincommitted pursuant to the Debt Commitment Letter and the Debt Fee Letters is collectively referred to in this Agreement as the “Debt Financing.” (b) Parent is a party to and has accepted a fully executed equity commitment letter, dated as of the date of this Agreement, from Xxxxx Xxxxx Fund XV, L.P., a Delaware limited partnership (the “Equity Investor”) and amend and/or increaseParent (the “Equity Commitment Letter” and, any together with the Debt Commitment Letter, the “Commitment Letters”), pursuant to which, on the terms and subject to the conditions set forth therein, the Equity Investor has agreed to invest in Parent Entities’ existing credit facilities, including the Credit amount set forth therein. The equity financing committed pursuant to the Equity Commitment Letter is referred to in this Agreement as the “Equity Financing.” The Equity Financing and the Debt Financing Commitment Letters (collectively, the “Debt Financing”), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being are collectively referred to as the “Required Financial Information”), provided Financing.” The Equity Commitment Letter provides that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part Company is an express third-party beneficiary of the Required Financial Information unless Equity Commitment Letter, and, subject to the terms and conditions set forth therein, entitled to enforce the Equity Commitment Letter. (c) As of the date hereof, Parent has provided delivered to the Company reasonably in advance a true, complete and correct copy of the time executed Debt Commitment Letter, Debt Fee Letters and Equity Commitment Letter, and in the Marketing Period otherwise would have begun (if case of the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savingsDebt Fee Letters, capitalization subject to redaction solely of the fee amounts, pricing caps, original issue discount, “market flex” and other post-Closing economic provisions that are customarily redacted in connection with transactions of this type, none of which redacted provisions would be reasonably expected to adversely affect the conditionality, enforceability, termination, aggregate principal amount or pro forma adjustments availability of the Debt Financing. (d) Except as expressly set forth in the Commitment Letters, there are no conditions precedent to the obligations of the Debt Financing Sources and the assumptions relating thereto) desired by Parent Equity Investor, as applicable, to be reflected in such pro forma and summary financial data and (2) provide the Financing or any other information contingencies that may be reasonably and timely requested by would permit the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents Sources or the Equity Investor, as may applicable, to reduce the aggregate principal amount of the Financing, including any condition or other contingency relating to the amount or availability of the Financing pursuant to any “flex” provision. As of the date hereof, Parent does not have any reason to believe that it will be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources unable to facilitate the satisfaction satisfy on a timely basis all terms and conditions to be satisfied by it in any of the Commitment Letters on or prior to the Closing Date, nor does Parent have knowledge as of the date hereof that any Debt Financing Sources or Equity Investor will not perform its obligations thereunder. There are no side letters, understandings or other agreements, contracts or arrangements of any kind relating to the Commitment Letters that could affect the conditionality, enforceability, availability, termination or aggregate principal amount of the Financing. (e) The Financing, if funded in accordance with the Commitment Letters and giving effect to any “flex” provision in or related to the Debt Commitment Letter (including with respect to fees and original issue discount), shall provide Parent with cash proceeds on the Closing Date sufficient for the satisfaction on the Closing Date of all conditions precedent of Parent’s obligations under this Agreement and the Commitment Letters to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested funded on the Closing Date, including the payment of the Merger Consideration payable on the Closing Date, and any fees and expenses of or payable by Parent or Merger Sub or Parent’s other Affiliates, and for any Parent Party repayment or refinancing of any outstanding indebtedness of the Company and/or its Financing Sources Subsidiaries contemplated by, or required in connection with the repayment of transactions described in, this Agreement or the existing Indebtedness of Commitment Letters (such amounts, collectively, the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their “Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleadingAmounts”). None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from From and after the Closing and Date, Parent, together with the Company shall consult with and keep the Parent Parties reasonably informed Surviving Corporation, will have sufficient cash on hand or other sources of immediately available funds to enable it to settle conversions or effect redemptions of the status of their efforts Convertible Notes pursuant to keep any Debt Financing that is an obligation the terms of the Company Convertible Notes Indenture. (f) As of the date hereof, the Commitment Letters constitute the legal, valid, binding and enforceable obligations of Parent and, to the Knowledge of Parent, all the other parties thereto and are in effect after full force and effect. As of the date hereof, to the Knowledge of Parent no event has occurred which (with or without notice, lapse of time or both) would constitute a breach or failure to satisfy a condition by Parent under the terms and conditions of the Commitment Letters. Parent has paid in full any and all commitment fees or other fees required to be paid pursuant to the terms of the Commitment Letters on or before the date of this Agreement, and will pay in full any such amounts due to be paid by it on or before the Closing Date. As of the date hereof, the Commitment Letters have not been modified, amended or altered and notify none of the Parent Parties promptly if they become aware respective commitments thereunder have been terminated, reduced, withdrawn or rescinded in any respect and, to the Knowledge of Parent, no termination, reduction, withdrawal or rescission thereof is contemplated (except as contemplated or as permitted as of the date hereof in the Debt Commitment Letter). Notwithstanding the foregoing, any amendment, supplement or modification to effectuate any “market flex” terms contained in the Debt Fee Letters provided as of the date hereof or to add or replace any additional agents, lenders, lead arrangers, bookrunners, syndication agents or other financial institutions thereto as provided for in the Debt Commitment Letter shall be permitted and shall not require written consent of the Company. (g) In no event shall the receipt or availability of any circumstances funds or financing (including communications from the AgentFinancing) reasonably likely to result in by Parent or any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document Affiliates or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices financing or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested transactions be a condition to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, Parent’s obligations under this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithAgreement.

Financing. The Parent and Merger Sub have delivered to the Company shalla true and complete copy of the debt commitment letter, dated as of January 21, 2011, from Macquarie Capital (USA) Inc. and shall cause MIHI LLC (the “Debt Financing Commitment”), regarding the amounts set forth therein for the purposes of financing the Merger and the other Company Entities to, cooperate with the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit transactions contemplated by this Agreement and the Debt Financing Commitment Letters related fees and expenses (collectively, the “Debt Financing”), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration . Parent and other amounts due by the Parent Parties hereunder, (b) any Expenses Merger Sub have delivered a true and (c) the refinancing complete copy of the Credit equity commitment letter, dated as of the date of this Agreement, from the MidOcean Partners III, L.P. and its affiliated investment funds (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), regarding the proposed equity investments set forth therein (the “Equity Financing” and together with the Debt Financing, the “Financing”). The Financing Commitments, in the forms so delivered, are in full force and effect and are legal, valid and binding obligations of Parent and Merger Sub and, to the Knowledge of Parent, the other parties thereto. The Financing Commitments have not been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplated, and the commitment contained in the Financing Commitments have not been withdrawn or rescinded in any respect. As of the date of this Agreement, 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 or Merger Sub or, to the Knowledge of Parent, any other party thereto under any term or condition of the Financing Commitments; provided that such cooperation does Parent is not unreasonably interfere with making any representation or warranty regarding the ongoing operations effect of any inaccuracy of the Company representations and the Company Subsidiarieswarranties in Article IV. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts There are no conditions precedent or other contingencies related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 funding of the Debt full amount of the Financing Commitment Letter and the conditions other than as expressly set forth in paragraphs 3the Financing Commitments. Parent has fully paid, 4 or will fully pay when due, any and 8 of Exhibit C of the Debt Financing Commitment Letter (the information all commitment and data other fees required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources paid in connection with the repayment Financing Commitments. Assuming (i) the accuracy of Section 4.03 (except to a de minimis extent), (ii) the existing Indebtedness accuracy of the Company or any all other Company Entity; (vii) cause its independent auditors representations and other Representatives to cooperate with the Debt Financing; and (viii) warranties set forth in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct Article IV in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make (iii) the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken performance by the Company at in all material respects of its obligations under Section 6.01, and that the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation Commitments are fully funded, including the funding in full of the Company to remain term loan in effect from and after the Closing and amount of $410,000,000 under the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related the net proceeds of the Financing, together with the unrestricted cash or cash equivalents available to any proposed Debt Financing that is not conditioned upon the Company, will be sufficient for the Parent and Merger Sub to pay the aggregate Merger Consideration and to pay all of the fees and expenses relating to the consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any the other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request transactions contemplated hereby. As of the Companydate of this Agreement, Parent has no reason to believe that it will be required unable to incur satisfy on a timely basis any other out term or condition of pocket expenses (other than immaterial incidental expenses) closing to be satisfied by it contained in connection with the Debt Financing. Financing Commitments; provided that Parent shall promptlyis not making any representation regarding the accuracy of the representations and warranties set forth in Article IV, upon written request (which may include electronic mail) or compliance by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed its obligations hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faith.

Financing. The (a) Parent has delivered to the Company shalltrue and complete copies of (a) a fully executed commitment letter (the “Debt Financing Commitments”), pursuant to which the lender parties thereto (each a “Lender”) have agreed, subject to the terms and shall conditions thereof, to provide or cause to be provided the other Company Entities todebt amounts set forth therein (the “Debt Financing”) and (b) a fully executed equity commitment letter (the “Equity Financing Commitment” and, cooperate together with the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters Commitments, the “Financing Commitments”), pursuant to which Lone Star Fund VII (U.S.), L.P. (the “Sponsor”) has committed, subject to the terms and conditions thereof, to provide equity financing in an aggregate amount set forth therein (the “Equity Financing” and, together with the Debt Financing, the “Financing”). (b) As of the date of this Agreement, none of the Financing Commitments has been amended or modified, no such amendment or modification is contemplated, and the respective commitments contained in the Financing Commitments have not been withdrawn, rescinded or otherwise modified. As of the date of this Agreement, the Financing Commitments are in full force and effect and constitute the legal, valid and binding obligation of each of BI-LO Holding, Parent and Merger Sub (in the case of the Debt Financing Commitment) or Parent or Merger Sub (in the case of the Equity Financing Commitment) and, to the knowledge of Parent, the other parties thereto (except to the extent that enforceability may be limited by the applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity). As of the date hereof, none of BI-LO Holding, Parent or Merger Sub has knowledge of any fact or occurrence existing on the date hereof that, with or without notice, lapse of time or both, would reasonably be expected to (i) result in any of the conditions in the Financing Commitments not being satisfied or (ii) otherwise result in the Financing not being available on a timely basis in order to consummate the transactions contemplated by this Agreement. As of the date hereof, neither the Sponsor nor any Lender has notified BI-LO Holding, Parent or Merger Sub of its intention to terminate either of the Financing Commitments or not to provide the Financing. (c) Except for the Financing Commitments and fee letter (a complete copy of which has been provided to the Company, with only fee amounts and certain economic terms of the market flex provisions redacted (the “Fee Letter”)), as of the date hereof there are no side letters or other agreements to which BI-LO Holding, Parent or Merger Sub is a party related to the Financing. There are no conditions precedent related to the funding of the full amount of the Financing other than as set forth in the Financing Commitments and the Fee Letter (the “Disclosed Conditions”). Parent has advised the Company of the maximum total amount of fees (including original issue discount) and expenses payable by Parent and Merger Sub under the Debt Financing. No Lender has any right to impose, and none of the Sponsor, any Lender, BI-LO Holding, Parent or Merger Sub has any obligation to accept, any condition precedent to such funding other than the Disclosed Conditions nor, except as set forth in the Financing Commitments and the Fee Letter, any reduction to the aggregate amount available under the Financing Commitments on the Closing Date (nor any term or condition which would have the effect of reducing the aggregate amount available under the Financing Commitments on the Closing Date). As of the date of this Agreement, assuming compliance by the Company with the provisions of Section 5.11 hereof, none of BI-LO Holding, Parent or Merger Sub has any reason to believe that it will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available to BI-LO Holding, Parent or Merger Sub on the Closing Date. (d) Assuming the satisfaction of the conditions to Parent’s and Merger Sub’s obligation to consummate the Merger, the aggregate proceeds contemplated by the Financing Commitments, if funded in accordance with the Financing Commitments, together with other cash of BI-LO Holding, Parent, Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, will be sufficient for Parent and Merger Sub to consummate the Merger upon the terms contemplated by this Agreement, to refinance the Second Amended and Restated Credit Agreement, dated March 18, 2011, by and among the Company, the lenders party thereto, and Xxxxx Fargo Bank, National Association, as administrative agent, to refinance the existing ABL Credit Agreement, dated February 3, 2011, by and among BI-LO Holding, the lenders, other parties party thereto and Deutsche Bank Trust Company Americas, as administrative agent and collateral agent (collectively, the “Debt FinancingRefinancing”), for (in whole or part) satisfying Parent’s obligations and to pay all related fees and expenses. (ae) BI-LO Holding, Parent or Merger Sub has paid in full any Cash Consideration and all commitment or other amounts due fees required by the Parent Parties hereunderFinancing Commitments that are due on or before the date hereof, (b) any Expenses and (c) will pay, after the refinancing date hereof, all such commitments and fees as they become due. It is not a condition to Closing under this Agreement, nor to the consummation of the Credit Agreement; provided that such cooperation does not unreasonably interfere with Merger, for Parent or Merger Sub to obtain the ongoing operations Financing or any alternative financing. (f) None of BI-LO Holding, Parent, Merger Sub, the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: Sponsor or their respective Affiliates have (i) participate in reasonable number retained any financial advisor on a basis exclusive to Parent, Merger Sub or the Sponsor (or any or all of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; them on a joint basis) or (ii) cause the Company’s senior management and Representatives entered into an exclusivity, lock-up or other similar agreement, arrangement or understanding with any bank or investment bank or other potential provider of debt or equity financing that would prevent such provider from providing or seeking to provide reasonable assistance such financing to any third party in connection with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining transaction relating to the Company or its Subsidiaries, in the case of clauses (i) and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”ii), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company Merger or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions transactions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithAgreement.

Financing. The (a) Parent has delivered to the Company shalltrue, complete and shall correct copies of (i) executed commitment letters, dated as of the date hereof, among Parent, Merger Subsidiary and certain lender parties (the “Debt Financing Commitments”), pursuant to which the lender parties thereto have committed, subject to the terms and conditions thereof, to provide or cause to be provided the other Company Entities to, cooperate with the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintainset forth therein (including, and amend and/or increaseif applicable, any Parent Entities’ existing credit facilitiesdebt replacement, including the Credit Agreement and the Debt Financing Commitment Letters (collectivelyamended financing or supplement obtained in accordance with Section 6.05, the “Debt Financing”), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing an executed equity commitment letter, dated as of the Credit Agreement; provided that such cooperation does not unreasonably interfere with date hereof, by and between Irving Place Capital Partners III, L.P. (the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to“Equity Commitment Party”), and provide reasonable assistance with, Parent (the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management “Equity Financing Commitment,” and Representatives to provide reasonable assistance together with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3Commitments, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial InformationFinancing Commitments”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17which the Equity Commitment Party has committed, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided subject to the Company reasonably in advance of terms and conditions thereof, to invest an amount as set forth therein (the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma “Equity Financing,” and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate together with the Debt Financing; and (viii) in addition to , the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light “Financing”). As of the circumstances under which such statements date of this Agreement, the Financing Commitments are madein full force and effect and are legal, not misleading. None valid and binding and enforceable obligations of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directorsMerger Subsidiary, as the case may be, shall and to the knowledge of Parent, each of the other parties thereto. None of the Financing Commitments has been amended or modified since the date of this Agreement in any respect, no such amendment or modification is contemplated by Parent or Merger Subsidiary (i) be required or to pay the knowledge of Parent and Merger Subsidiary, by the other parties thereto), and as of the date hereof, the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded. Parent has fully paid any and all commitment fees or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) fees in connection with the Financing Commitments that are payable on or prior to the date hereof. There are no conditions precedent related to the funding of the full amount of the Financing, other than as expressly set forth in the Financing Commitments, and except for the fee letter and engagement letter dated the date hereof (complete copies of which have been provided to the Company, with only fee amounts and economic terms (none of which would adversely effect the amount or availability of financing) redacted), there are no side letters or other Contracts relating to the funding or investing of the Financing, other than as set forth in or otherwise permitted by the terms of the Financing Commitments that would permit the lenders under the Debt Financing Commitments or the Equity Commitment Party to reduce the total amount of financing or that would materially affect the availability of the Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence As of the out date hereof, no event has occurred which, with or without notice, lapse of pocket costs time or expenses incurred that are requested both, would or would reasonably be expected to be reimbursed hereunder)constitute a default or breach on the part of Parent or Merger Subsidiary or, reimburse to the Company for all reasonable and documented out knowledge of pocket costs (including reasonable attorneys’ fees) incurred by the Company or Parent, any other party thereto under any of the Financing Commitments. As of the date hereof, assuming the accuracy of the representations and warranties of the Company Subsidiaries or their respective Representatives in connection with any action taken by this Agreement and the satisfaction of the conditions in Section 9.01 and Section 9.02, Parent has no reason to believe that any of them the conditions to the Financing contemplated by the Financing Commitments will not be satisfied. The aggregate proceeds contemplated by the Financing Commitments will at the request of Closing be sufficient to (i) pay the Parent Parties or their Financing Sources pursuant to, aggregate Merger Consideration and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against (ii) pay any and all damagesfees and expenses required to be paid by Parent, losses, costs, liabilities or expenses suffered or incurred by any of them Merger Subsidiary and the Surviving Corporation in connection with the arrangement Merger and the Financing. (b) As of the Debt Financing Effective Time, after giving effect to the consummation of the transactions contemplated by this Agreement and the payment of all fees, costs and expenses payable by Parent with respect to the transactions contemplated hereby and in any information used loans or financing agreements in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) herewith, Parent shall be solvent and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant able to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithpay its debts as they come due.

Financing. The (a) Parent has delivered to the Company shall, true and shall cause the other Company Entities to, cooperate with the Parent Parties correct copies of an executed debt commitment letter and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, related term sheet and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters fee letter (redacted for confidential terms) (collectively, the “Debt Financing Commitments”) with Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. pursuant to which, and subject to the terms and conditions thereof, the Financing Sources have committed to provide Parent with loans in the amounts described therein, the proceeds of which may be used to consummate the Merger and the other transactions contemplated hereby (such loans and any financing arrangements or securities offerings to supplement or supersede such loans, as the context requires, the “Financing”). “Financing Sources” means Deutsche Bank AG Cayman Islands Branch, for Deutsche Bank Securities Inc., Citigroup Global Markets Inc., and their respective affiliates, and any other entities that have committed or will commit to provide or arrange the Financing. To the knowledge of each party, no event has occurred which, with or without notice, lapse of time or both, could reasonably be expected to constitute a material breach by any party hereto or failure to satisfy a condition precedent set forth in the Financing Commitments. Notwithstanding anything in this Agreement to the contrary, the Financing Commitments may be superseded at the option of Parent after the date of this Agreement but prior to the Effective Time by new Financing Commitments, including financing commitments from one or more additional or other parties, in accordance with this Section 5.13 (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder“New Financing Commitments”); provided, (b) any Expenses and (c) however, that, without the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations written consent of the Company and the Company Subsidiaries. Such assistance (which consent shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related tonot be unreasonably withheld, and provide reasonable assistance withconditioned or delayed), the marketing efforts related to any such Debt FinancingNew Financing Commitments shall not (A) reduce the aggregate amount of the Financing (except to the extent of any proceeds of any securities offering of Parent or one of its Subsidiaries after the date hereof), including roadshows; (iiB) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate add new (or modify, in a reasonable number of meetings with rating agenciesmanner materially adverse to Parent, as may be requested by any Parent Party; (iiiexisting) deliver conditions precedent or contingencies to the Parent Parties and their Financing Sources any financial information pertaining to funding on the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 Closing Date of the Debt Financing Commitment Letter and the conditions as set forth in paragraphs 3the Financing Commitments or the Definitive Financing Agreements or (C) prevent, 4 and 8 of Exhibit C of impede or delay the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificatethe other transactions contemplated by this Agreement. In such event, document, instrument, credit agreement or any related document or any other agreement or document related the term “Financing Commitments” as used herein shall be deemed to include the New Financing Commitments to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) extent then in connection with the Debt Financingeffect. Parent shall promptly, upon written request (which may include electronic mail) by deliver to the Company copies of any such New Financing Commitments as promptly as practicable (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ feesno later than one Business Day) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithafter execution thereof.

Financing. The Parent has delivered to the Company shalltrue and complete copies of (i) the executed equity commitment letter, and shall cause dated as of the other Company Entities to, cooperate with the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit date of this Agreement and the Debt Financing Commitment Letters (collectively, the “Debt Equity Financing Commitment”), pursuant to which 3G Special Situations Fund II L.P. (“Sponsor”) has committed, upon the terms and subject to the conditions thereof, to invest in Parent the cash amount set forth therein (the “Equity Financing”), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (cii) the executed commitment letter, dated as of the date hereof, among Parent, X.X. Xxxxxx Xxxxx Bank, N.A., X.X. Xxxxxx Securities LLC, and Barclays Bank PLC (the “Debt Commitment Letter”), pursuant to which the lenders party thereto have agreed, upon the terms and subject to the conditions thereof, to lend the amounts (which includes up to $900,000,000.00 in bridge financing (the “Bridge Financing”) to be utilized in the event the placement of senior notes (the “High Yield Financing”) is not consummated) set forth therein for the purposes of financing the transactions contemplated by this Agreement and related fees and expenses and the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations any outstanding indebtedness of the Company and (including under the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: Existing Credit Agreement) (i) participate in reasonable number of meetings related tothe ‘‘Debt Financing” and, and provide reasonable assistance withtogether with the Equity Financing, the marketing efforts related to any such “Financing”). The Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions related Fee Letter and the Equity Financing Commitment are referred to collectively in this Agreement as the “Financing Agreements”. None of the Financing Agreements has been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplated and none of the respective commitments contained in the Financing Agreements have been withdrawn or rescinded in any respect. As of the date of this Agreement, the Financing Agreements are in full force and effect. Except for a fee letter and fee credit letter relating to fees with respect to the Debt Financing and an engagement letter (complete copies of which have been provided to the Company, with only the fee amounts and certain economic terms of the market flex (none of which would adversely effect the amount or availability of the Debt Financing) redacted), as of the date of this Agreement there are no side letters or other agreements, Contracts or arrangements related to the funding or investment, as applicable, of the Financing other than as expressly set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be Agreements delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of prior to the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma date hereof. Parent has fully paid any and summary financial data) (1) any post-Closing all commitment fees or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources fees in connection with the repayment Financing Agreements that are payable on or prior to the date hereof. The only conditions precedent or other contingencies related to the obligations of the existing Indebtedness Sponsor to fund the full amount of the Company Equity Financing and lenders to fund the full amount of Debt Financing are those expressly set forth in the Equity Financing Commitment and the Debt Commitment Letter, respectively. As of the date of this Agreement, 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, Sub or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) direct investor in addition to the Required Financial InformationParent under any term, provideor a failure of any condition, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties Financing Agreements or covenants of the Company shall otherwise be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation portion of the Company not remaining in effect after the ClosingFinancing contemplated thereby to be unavailable. The Parent Parties shall keep the Company reasonably informed As of the status date of its efforts this Agreement, neither Parent nor Sub has any reason to arrange believe that it will be unable to satisfy on a timely basis any term or condition of the Financing Agreements required to be satisfied by it. Based on the terms and consummate conditions of this Agreement, the proceeds from the Financing will be sufficient to provide Parent and Sub with the funds necessary to pay the aggregate Offer Price and Merger Consideration, the Equity Awards Amount, any Debt Financing. Anything repayment or refinancing of debt contemplated in this Section 6.17 to Agreement or the contrary notwithstandingFinancing Agreements (including repayment of indebtedness under the Existing Credit Agreement), until the Effective Time occurs, neither the Company nor any payment of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be all other amounts required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) paid in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence consummation of the out transactions contemplated by this Agreement and to allow Parent and Sub to perform all of pocket costs or their obligations under this Agreement and pay all fees and expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred paid by the Company Parent or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except Sub related to the extent finally determined transactions contemplated by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faith.this Agreement. 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Financing. The Parent has delivered to the Company shall, true and shall cause complete copies of an executed commitment letter and Redacted Fee Letter from the other Company Entities to, cooperate with the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters financial institutions identified therein (collectively, the “Debt FinancingFinancing Commitment”), which for (in whole or partpurposes of Section 5.08(b) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing includes any offering of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested debt or equity securities contemplated by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter Commitment) to provide, subject to the terms and conditions therein, debt financing in the conditions amounts set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter therein (the information and data required to be delivered pursuant to this clause (iii) being collectively referred to as the “Required Financial InformationDebt Financing”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part . As of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savingsdate hereof, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing Commitment has not been amended or (iii) unless promptly reimbursed by Parent upon written request of the Companymodified, be required to incur any other out of pocket expenses no such amendment or modification is contemplated (other than immaterial incidental expenses) amendments or modifications permitted by Section 5.08(a)), and none of the obligations and commitments contained in such letters have been withdrawn, terminated or rescinded in any respect. Parent or Sub has fully paid any and all commitment fees or other fees in connection with the Debt FinancingFinancing Commitment that are payable on or prior to the date of this Agreement. Parent shall promptlyAssuming (A) the Debt Financing is funded in accordance with the Debt Financing Commitment and (B) the satisfaction or (to the extent permitted by Law) waiver of the conditions in Section 6.02, upon written request (which may include electronic mail) as of the Closing the net proceeds contemplated by the Debt Financing Commitment, together with Parent and Company (such written request cash on hand, will in the aggregate be sufficient for Parent, Sub and the Surviving Corporation to include invoices pay the aggregate Cash Consideration, all requisite payments of cash in lieu of fractional shares pursuant to Section 2.02(i), all requisite payments of dividends or other reasonably detailed evidence distributions pursuant to Section 2.02(c) or 2.02(j), Restricted Stock Consideration, Option Amounts, RSU Amounts and Deferred Stock Unit Consideration (and any repayment or refinancing of debt contemplated by this Agreement or the out of pocket costs or expenses incurred that are requested Debt Financing Commitment) and any other amounts required to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them paid in connection with the arrangement consummation of the Transactions and to pay all related fees and expenses of Parent, Sub and the Surviving Corporation. The Debt Financing Commitment is (i) the legal, valid and binding obligation of Parent and Sub, as applicable, and, to the Knowledge of Parent and Sub, each of the other parties thereto, (ii) enforceable in accordance with their respective terms against Parent and Sub, as applicable, and, to the Knowledge of Parent and Sub, each of the other parties thereto, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and (iii) in full force and effect. As of the date of this Agreement, assuming the accuracy of the Company’s representations and warranties and undertakings under this Agreement to the extent required under Section 6.02(a), (A) no event has occurred that, with or without notice, lapse of time, or both, would or would reasonably be excepted to, constitute a default or breach on the part of Parent, Sub, or to the Knowledge of Parent, any other person party to the Debt Financing Commitment, in each case, under the Debt Financing Commitment and (B) assuming satisfaction or (to the extent permitted by Law) waiver of the conditions to Parent’s and Sub’s obligation to consummate the Merger, neither Parent nor Sub have any reason to believe that any of the conditions to the Debt Financing will not be satisfied or that the Debt Financing will not be made available to Parent or Sub on the Closing Date in accordance with the terms of the Debt Financing and any information used in connection therewith (Commitment. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than information provided by as expressly set forth in the Company Debt Financing Commitment and such other conditions and contingencies with respect to the Debt Financing permitted pursuant to Section 5.08(a). As of the date of this Agreement, there are no Contracts or other agreements, arrangements or understandings (whether oral or written) to which Parent or any of its Affiliates is a party related to the funding of the full amount of the Debt Financing other than as expressly contained in the Debt Financing Commitment and delivered to the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except prior to the extent finally determined by a court execution and delivery of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faiththis Agreement.

Financing. The Parent has delivered to the Company shalltrue, correct and shall cause complete copies of (i) executed commitment letters (as the other Company Entities tosame may be amended pursuant to Section 6.09(b), cooperate with the “Debt Financing Commitments”), as set forth in Section 4.06 of the Parent Parties Disclosure Letter, pursuant to which the lender parties thereto have agreed, subject to the terms and their lenders with any Parent Party’s efforts conditions thereof, to arrange new provide or cause to be provided the debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters amounts set forth therein (collectively, the “Debt Financing”), for and (ii) an executed equity commitment letter (the “Equity Financing Commitment,” and together with the Debt Financing Commitment, the “Financing Commitments”), as set forth in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by Section 4.06 of the Parent Parties hereunderDisclosure Letter, pursuant to which ONCAP Investment Partners II, L.P. has committed, subject to the terms and conditions thereof, to invest the amount set forth therein (the “Equity Financing,” and together with the Debt Financing, the “Financing”). As of the date of this Agreement, none of the Financing Commitments has been amended or modified, and the respective commitments contained in the Financing Commitments have not been withdrawn or rescinded. Other than as set forth in the Financing Commitments, there are no other written or oral agreements, understandings or Contracts between Parent, Sub or any of their Affiliates and the other parties to the Financing Commitments and their Affiliates that (A) adversely amend or expand upon the conditions precedent to the Financing as set forth in such Financing Commitment, (bB) any Expenses and would reasonably be expected to delay or hinder the Closing or (cC) reduce the refinancing aggregate amount of available Financing. As of the Credit date of this Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: , (i) participate the Financing Commitments are in reasonable number full force and effect and a legal, valid and binding obligation of meetings related toParent, Sub and provide reasonable assistance withtheir Affiliates party to such Financing Commitments and, to the knowledge of Parent, the marketing efforts related to any such Debt Financing, including roadshows; other parties thereto and (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation neither Parent nor Sub is in breach of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the terms or conditions set forth therein and, to the knowledge of Parent, no fact, occurrence, condition or event exists or has occurred which, with or without notice, lapse of time or both, could reasonably be expected to constitute a breach or failure to satisfy a condition precedent set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (Commitments or that would reasonably be expected to cause the information and data required commitments provided in the Financing Commitments to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided terminated. Parent and Sub have paid any and all commitment and other fees that in the event any pro forma have been incurred and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma are due and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided payable on or prior to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources date hereof in connection with the repayment Financing Commitments. Subject to the terms and conditions of this Agreement (including the accuracy of the existing Indebtedness Company’s representations and warranties in Section 3.03 and 3.13), as of the date hereof, the aggregate proceeds contemplated by the Financing Commitments, together with the available cash of the Company or any other Company Entity; (vii) cause its independent auditors on the Closing Date, will be sufficient for Parent and other Representatives Sub to cooperate with pay the Debt Financing; and (viii) in addition to the Required Financial InformationMerger Consideration, provideRestricted Share Consideration, and cause the Company Entities and its Representatives to provide, to Option Consideration upon the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions terms contemplated by this Section 6.17 or by any action taken by Agreement, and to pay all related fees and expenses associated with the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances Transactions (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damageschange in control payments), losses, costs, liabilities or expenses suffered or incurred by any including payment of them in connection with the arrangement all amounts under Article II of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithAgreement.

Financing. The Company shall(a) Parent is a party to and has accepted a fully executed commitment letter dated November 5, and shall cause 2019 (as the other Company Entities tosame may be amended or replaced, cooperate in each case in accordance with Section 5.16(a), the Parent Parties and their “Commitment Letter”) from the lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters party thereto (collectively, the “Debt Lenders”) pursuant to which the Lenders have agreed, subject to the terms and conditions thereof, to provide debt financing in the amounts set forth therein. The debt financing committed pursuant to the Commitment Letter is collectively referred to in this Agreement as the “Financing.”), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) Parent has delivered to the Company a true, complete and correct copy of the executed Commitment Letter and any Expenses fee letters related thereto, subject, in the case of such fee letters, to redaction solely of fee, pricing, “price flex” and other economic provisions that could not reasonably be expect to affect the conditionality, enforceability, availability or principal amount of the Financing. (c) Except as expressly set forth in the refinancing Commitment Letter, there are no conditions precedent to the obligations of the Credit Agreement; provided that such cooperation Lenders to provide the Financing in the amount contemplated by the Commitment Letter. Assuming the satisfaction of the conditions set forth in Sections 6.2(a) and 6.2(b), Parent does not unreasonably interfere have any reason to believe that it will be unable to satisfy on a timely basis all terms and conditions to be satisfied by it in the Commitment Letter on or prior to the Closing Date, nor does Parent have Knowledge that any of the Lenders will not perform its obligations thereunder. As of the date of this Agreement, there are no side letters, understandings or other agreements, contracts or arrangements of any kind relating to the Financing that could affect the conditionality, enforceability, principal amount or availability of the Financing contemplated by the Commitment Letter. (d) Assuming the satisfaction of the conditions set forth in Sections 6.2(a) and 6.2(b), the Financing, when funded in accordance with the ongoing operations terms of the Commitment Letter, together with available cash of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance withParent, the marketing efforts related to any such Debt FinancingParent Subsidiaries and Merger Sub, will provide Parent with net cash proceeds on the Closing Date sufficient for the satisfaction of all of Parent’s and Merger Sub’s obligations under this Agreement and under the Commitment Letter, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 payment of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C cash portion of the Debt Financing Commitment Letter (Merger Consideration, any fees and expenses of or payable by Parent, Merger Sub or the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”)Surviving Corporation, provided that any payments in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) respect of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments equity compensation obligations to be made in such pro forma connection with the Merger, and summary financial data, which assumptions shall be the responsibility any repayment or refinancing of any outstanding indebtedness of Parent; , the Company and their respective Subsidiaries contemplated by, or required in connection with the transactions described in, this Agreement or the Commitment Letter (ivsuch amounts, collectively, the “Merger Amounts”). (e) cause The Commitment Letter constitutes the Company’s senior management legal, valid and Representatives to participate binding obligation of all the parties thereto and is in the negotiation, execution full force and delivery of any Debt Financing documents effect (except as such enforceability may be reasonably requested limited by the Enforceability Exceptions). As of the date hereof, no event has occurred which (with or without notice, lapse of time or both) would constitute a breach or failure to satisfy a condition by Parent under the terms and conditions of the Commitment Letter, and Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied by Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and Financing will not contain any untrue statement be available to Parent on the date of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep has paid in full any and all commitment fees or other fees required to be paid pursuant to the Company reasonably informed terms of the status Commitment Letter on or before the date of its efforts to arrange this Agreement, and consummate will pay in full any Debt Financingsuch amounts due on or before the Closing Date. Anything As of the date hereof, (i) the Commitment Letter has not been modified, amended or altered, (ii) none of the respective commitments thereunder has been withdrawn or rescinded in this Section 6.17 any respect and (iii) to the contrary notwithstandingKnowledge of Parent, until no modification or amendment to the Effective Time occursCommitment Letter is currently contemplated (except any modification or amendment solely to the extent necessary to add lenders, neither lead arrangers, book-runners, syndication agents or similar entities that have not executed the Company nor any Commitment Letter as of the Company Subsidiariesdate of this Agreement (including in replacement of a Lender)). (f) In no event shall the receipt or availability of any funds or financing (including, nor for the avoidance of doubt, the Financing) by Parent, Merger Sub or any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document affiliates or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices financing or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested transactions be a condition to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company EntityParent’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithMerger Sub’s obligations under this Agreement.

Financing. The Company shallAs of the date of this Agreement, Parent has received (a) an executed debt commitment letter dated as of July 21, 2015 (the “Commitment Letter”) from the lenders signatory thereto (the “Lenders”) to provide financing in an aggregate amount of Euro 1.2 billion to Parent or its Affiliates, and shall cause (b) a facilities agreement dated on or prior to the other Company Entities to, cooperate date of this Agreement executed by Parent and the Lenders (the “Facilities Agreement” and together with the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters (collectivelyLetter, the “Debt Financing Agreements”). True and complete copies of the Financing Agreements have been previously provided to the Company. Parent has paid or will pay when due any and all commitment fees or other fees required by the Financing Agreements to be paid on or before the date of this Agreement and will pay all additional fees when due. As of the date of this Agreement, the Financing Agreements are valid, binding and in full force and effect, do not contain any material misrepresentation by Parent and no event has occurred which (with or without notice, lapse of time or both) would reasonably be expected to constitute a breach thereunder on the part of Parent. There are no conditions precedent or other contingencies related to the funding of the full amounts contemplated by the financing arrangements set forth in the Financing Agreements (the “Financing”), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, than as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3the Financing Agreements. The Lenders have received the items described on Schedule 5.7. The aggregate proceeds contemplated by the Financing Agreements, 4 together with available cash of Parent, will be sufficient for Parent to complete the Transaction, and 8 of Exhibit C to satisfy all of the Debt obligations of Parent under this Agreement, including paying the closing payments set forth in Section 2.5 at the Closing and paying all related fees and expenses. Parent has not incurred any obligation, commitment, restriction or liability of any kind, and Parent is not contemplating or aware of any obligation, commitment, restriction or liability of any kind, in either case which would reasonably be expected to impair or adversely affect such resources. No Contract (excluding the Financing Commitment Letter (Agreements) between the information Lenders, on the one hand, and data required Parent or any of its Affiliates, on the other hand, contains any conditions precedent or other contingencies related to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided funding of the full amount of the Financing or any provisions that could materially reduce the aggregate amount of the Financing set forth in the event any pro forma and summary financial data has been requested pursuant Financing Agreements or otherwise materially impact Parent’s ability to this clause (iii) consummate the Transaction. As of the date of this Section 6.17Agreement, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided no reason to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information believe that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions conditions to the Financing would not reasonably be expected to be satisfied or that the Financing would not reasonably be expected to be available to Parent on the Closing Date. For the avoidance of doubt, Parent acknowledges and agrees that receipt of the proceeds contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related a condition to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithClosing.

Financing. (a) The Company shallfinancing required to consummate the Merger, to refinance all existing indebtedness of Parent, Merger Sub and the Company, in each to the extent required in order to consummate the Merger and the other Transactions, and shall cause the other Company Entities to, cooperate with the Parent Parties to pay related fees and their lenders with any Parent Party’s efforts expenses is collectively referred to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit in this Agreement and the Debt Financing Commitment Letters (collectively, as the “Debt Financing”. Parent and Merger Sub received a commitment letter dated June 22, 2006 (the “Commitment Letter”), for from UBS Securities LLC, UBS Loan Finance LLC, Credit Suisse Securities (in whole or partUSA) satisfying Parent’s obligations LLC and Citigroup Global Markets, Inc. (the “Lenders”) relating to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing commitment of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives Lenders to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless . Parent has provided the Company with a complete and correct copy of such letter. As of the date of this Agreement, Parent and Merger Sub have no reason to believe that any of the conditions to the Company reasonably in advance of Financing will not be satisfied or that the time funds for the Marketing Period otherwise would have begun (if the Required Information did Financing will not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction available on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with for the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions transactions contemplated by this Section 6.17 or by any action taken by Agreement. At the Company at the request of any Effective Time, Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation and Merger Sub will have available all of the Company to remain in effect from and after funds necessary for the Closing and the Company shall consult with and keep the Parent Parties reasonably informed acquisition of the status all shares of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 Common Stock pursuant to the contrary notwithstanding, until Merger and to perform their respective obligations under this Agreement. (b) Immediately after the Effective Time occurs, neither and after giving effect to any change in the Company nor any Surviving Corporation’s assets and liabilities as a result of the Company SubsidiariesMerger, nor any of their respective officers or directors, as the case may be, shall Surviving Corporation will not (i) be insolvent (either because its financial condition is such that the sum of its debts is greater than the fair value of its assets or because the fair saleable value of its assets is less than the amount required to pay any commitment or other similar fee in connection with any proposed Debt Financingits probable liability on existing debts as they mature), (ii) enter into any definitive agreement related have unreasonably small capital with which to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing engage in its business or (iii) unless promptly reimbursed by Parent upon written request of the Companyhave incurred liabilities beyond its ability to pay as they become due. For purposes hereof, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested will be deemed to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or “Insolvent” if any of the Company Subsidiaries conditions described in clause (i), (ii) or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, (iii) above are applicable to the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except prior to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithEffective Time.

Financing. The Company shallhas received copies of (a) a commitment letter dated March 20, 1998 from DLJ Merchant Banking Partners II, L.P., and certain of its affiliates pursuant to which each of the foregoing has committed, subject to the terms and conditions set forth therein, to purchase securities of MergerSub for an aggregate amount equal to $54,999,997.50, (b) a letter dated March 20, 1998 from DLJ Bridge Finance, Inc. ("DLJ Bridge Fund") pursuant to which DLJ Bridge Fund has committed, subject to the terms and conditions set forth therein, to purchase senior pay-in-kind increasing rate notes of the Company in the amount of $110,000,000 and (c) a commitment letter dated March 20, 1998 from DLJ Capital Funding, Inc. ("DLJ Senior Debt Fund") pursuant to which DLJ Senior Debt Fund has committed, subject to the terms and conditions set forth therein, to enter into one or more credit agreements providing for loans to the corporation surviving the Reorganization Merger of up to $350,000,000. As used in this Agreement, the aforementioned entities shall cause hereinafter be referred to as the other Company Entities to"Financing Entities". The aforementioned credit agreements and commitments to purchase equity securities of MergerSub shall be referred to as the "Financing Agreements" and the financing to be provided thereunder shall be referred to as the "Financing." The aggregate proceeds of the Financing are in an amount sufficient to pay the Merger Consideration, cooperate with to repay the Parent Parties Company's and their lenders its Subsidiaries' indebtedness (excluding for this purpose capital lease obligations) together with any Parent Party’s efforts interest, premium or penalties payable in connection therewith, to arrange new debt provide a reasonable amount of working capital financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement to pay related fees and the Debt Financing Commitment Letters expenses (collectively, the “Debt Financing”"Required Amounts"), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing . As of the Credit Agreement; provided that such cooperation date hereof, none of the commitment letters relating to the Financing Agreements referred to above has been withdrawn and MergerSub does not unreasonably interfere with the ongoing operations know of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate any facts or circumstances that may reasonably be expected to result in reasonable number any of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided commitment letters relating to the Company reasonably in advance of Financing Agreements not being satisfied. MergerSub believes that the time Financing will not create any liability to the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma directors and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness stockholders of the Company under any Federal or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with state fraudulent conveyance or transfer law. MergerSub further believes that, upon the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light consummation of the circumstances under which such statements are madetransactions contemplated hereby, not misleading. None of including, without limitation, the representationsFinancing, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall Surviving Corporation (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financingwill not become insolvent, (ii) enter into any definitive agreement related to any proposed Debt Financing that is will not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificatebe left with unreasonably small capital, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required will not have incurred debts beyond its ability to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (pay such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant todebts as they mature, and in accordance with, this Section 6.17, and shall indemnify and hold harmless (iv) will not have its capital impaired. MergerSub knows of no reason why the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by Merger will not be recorded as a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faith"recapitalization" for financial reporting purposes.

Financing. The Company shall(a) Subject to the terms and conditions of this Agreement, Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain and to consummate the Debt Financing on the terms and conditions described in the Debt Commitment Letters (including the flex provisions), subject to any amendments or modifications thereto permitted by this Section 5.21, including using its reasonable best efforts to (i) maintain in effect the Debt Commitment Letters and the financing commitments thereunder (the “Financing Commitments”), subject to any amendments or modifications thereto permitted by Section 5.21(b), (ii) negotiate, execute and deliver definitive agreements with respect to the Financing Commitments on terms and conditions (including the flex provisions) contained therein, subject to any amendments or modifications thereto permitted by Section 5.21(b), (iii) satisfy on a timely basis all conditions that are applicable to Purchaser contained in the Financing Commitments, including the payment of any commitment, engagement or placement fees required as a condition to the Debt Financing and due and payable by Purchaser, (iv) enforce its rights under the Financing Commitments, (v) comply with its obligations under the Financing Commitments and (vi) consummate the Debt Financing at or prior to the Closing, including drawing on any interim or bridge financing under the Financing Commitments. Purchaser shall cause provide such information as shall be necessary to keep Seller informed on a reasonable basis and in reasonable detail of the other Company Entities to, cooperate with the Parent Parties and their lenders with any Parent Party’s status of its efforts to arrange new debt financing the Debt Financing. In the event Purchaser becomes aware that all or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and portion of the Debt Financing has become unavailable, Purchaser shall promptly notify Seller and shall, in consultation with Seller, use its reasonable best efforts to arrange as promptly as practicable any such portion from alternative sources on terms and conditions no less favorable to Purchaser and to Seller than the terms and conditions set forth in the Debt Commitment Letters and that would not have any of the effects specified in Section 5.21(b) (collectivelyany such alternative financing, the “Debt Alternative Financing”). If an Alternative Financing is required in accordance with this Section 5.21(a), Purchaser shall obtain, and when obtained, provide Seller with a copy of, a new financing commitment that provides for such Alternative Financing, and Purchaser shall comply with its covenants in this Section 5.21(a) and Section 5.21(b) with respect to such new financing commitment (in whole as if such financing commitment were the Debt Commitment Letter). Purchaser shall give Seller prompt notice of (A) subject to any amendments or partmodifications permitted by Section 5.21(b), the expiration or termination of all or any portion of the Financing Commitments (including pursuant to any Alternative Financing) satisfying Parent’s obligations or any definitive documentation relating to pay the foregoing; (aB) for any Cash Consideration and other amounts due reason, all or any portion of the Debt Financing (including pursuant to any Alternative Financing or definitive documents relating to any of the foregoing) becoming unavailable; or (C) a breach or repudiation by any party to the Parent Parties hereunder, Debt Commitment Letters or Alternative Financing (including any definitive documents relating to any of the foregoing) of which Purchaser becomes aware. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not, without the prior written consent of Seller, agree to or permit any Expenses amendment, replacements, supplement or other modification of, or waive any of its rights or remedies under the Debt Commitment Letters or Fee Letters; provided that Purchaser may (i) amend, replace, supplement, modify or waive any provision of the Debt Commitment Letters or related Fee Letters if such amendment, replacement, supplement, modification or waiver does not (w) add new (or adversely modify any existing) conditions to the consummation of the Debt Financing as compared to those in the Debt Commitment Letters and Fee Letters as of the date hereof, (x) adversely affect the ability of Purchaser to timely consummate the Sale and the other transactions contemplated hereby (including, by making the conditions therein less likely to be satisfied or materially delaying, materially impeding, or preventing the Closing), (y) adversely affect the ability of Purchaser to enforce its rights against the other parties to the Debt Commitment Letters or Fee Letters as in effect on the date hereof or in any definitive agreements executed in connection herewith or (z) reduce the aggregate amount of the Debt Financing contemplated thereunder and (ii) amend the Debt Commitment Letters to add lenders, lead arrangers, book runners, syndication agents or similar entities who had not executed the Debt Commitment Letters as of the date of this Agreement, so long as any such addition would not reasonably be expected to prevent, materially hinder or materially delay the consummation of the Debt Financing or the transactions contemplated by this Agreement or the availability of the Debt Financing under the Debt Commitment Letters. Purchaser shall promptly deliver to Seller copies (redacted only as to fee amounts, dates and certain other economic terms, including in respect of “market flex” and “securities demand” provisions, in the case of the Fee Letters) of any such amendment, replacement, supplement or other modification or waiver of the Debt Commitment Letter or Fee Letters. (c) Prior to the refinancing Closing, Seller shall use reasonable best efforts to, and cause the members of the Credit Agreement; Alkali Group and their respective officers, employees and advisors, including financial and accounting advisors, of Seller and the members of the Alkali Group to, provide such cooperation as is reasonably requested by Purchaser in connection with the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company Seller and the Company its Subsidiaries. Such assistance shall include using commercially reasonable efforts to: ), including (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate participating in a reasonable number of lender meetings and calls, drafting sessions, rating agency presentations, due diligence sessions (including accounting due diligence sessions) and sessions with rating prospective lenders, investors and ratings agencies, as may be requested by in each case at mutually agreed times; (ii) assisting Purchaser in the preparation of (A) a customary offering document, private placement memorandum and/or bank information memorandum and similar marketing documents for any Parent Partyof the Debt Financing and (B) materials for rating agency presentations; (iii) deliver to providing the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause requesting that its independent auditors and other Representatives to cooperate with the Debt Financing and using commercially reasonable efforts to cause such independent auditors to provide customary “comfort” letters (including “negative assurance” comfort), together with drafts of such comfort letters such independent accountants are prepared to deliver upon the “pricing” of any high-yield bonds being issued in lieu of any portion of the Debt Financing; and (v) participation by the senior management team of the Business in the marketing activities undertaken in connection with the marketing of the Debt Financing, including (A) assisting in the preparation of a customary bank book, confidential information memorandum, lender presentations, syndication documents, business projections and similar documents and (B) attending a reasonable number of meetings at mutually agreeable times with prospective lenders or debt investors, sessions with rating agencies for the Debt Financing and due diligence sessions; ((vi) providing customary authorization and/or representation letters in connection with the distribution of the bank information memoranda contemplated by the Debt Commitment Letters to prospective lenders and identifying any portion of the information therein that constitutes material non-public information regarding the Business, Seller or its Subsidiaries; provided that such letters and confirmations expressly state that (x) Seller shall not have any liability of any kind or nature resulting from the use of information in connection with their cooperation with arranging the Debt Financing and (y) the recipient of such letters of authorization shall be entitled to rely only on the representations and warranties contained in the Debt Financing documents; (vii) facilitating the execution and delivery by the appropriate officers of Alkali Holdco. of loan agreements, pledge and security documents and other definitive documents and/or certificates contemplated by the Debt Commitment Letters; (viii) cooperating in addition the replacement or backstop of any outstanding letters of credit issued for the account of the Business or any joint venture thereof; (ix) furnishing Purchaser and the Debt Financing Sources at least five Business Days prior to the Required Financial Information, provide, Closing Date with all documentation and cause the Company Entities and its Representatives to provide, other information with respect to the Parent Parties Business required by the Debt Commitment Letters required under applicable “know your customer” and their Financing Sources such information as may be necessary so that anti-money laundering laws, rules and regulations, including the financing information pertaining U.S. PATRIOT Act to the Company extent requested not less than 10 Business Days prior to the Closing Date; and (x) consenting to the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light use of the circumstances under which such statements are made, not misleading. None logos of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall Business so long as such use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) not reasonably likely to result in any Debt Financing harm or disparage the Business or its reputation, goodwill, products, services, offerings or intellectual property rights; provided that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, (v) neither the Company Seller nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, its Affiliates shall (i) be required to pay any commitment or other similar fee in connection with fee, provide any proposed Debt Financingsecurity, (ii) enter into make any definitive agreement related to representations, provide any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability indemnification or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) Liability in connection with the Debt Financing. Parent Financing (w) the effectiveness of any documentation executed by Seller with respect to the Debt Financing shall be subject to the consummation of the Closing, (x) neither any Persons who are directors of the Seller or any of its subsidiaries at any time prior to the Closing (“Pre-Closing Directors”) nor Seller or any of its Subsidiaries shall be required to pass resolutions or consents to approve or authorize the execution of the Debt Financing Seller nor any of its Affiliates shall be required to deliver (1) any financial information in a form not customarily prepared by the Seller or its Affiliates or (2) any financial information with respect to a fiscal period that has not yet ended, and (z) Purchaser shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket Seller, reimburse and indemnify Seller for all costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) Liabilities incurred by the Company Seller or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them its Affiliates in connection with the arrangement of the Debt Financing and (including any Alternative Financing), any such cooperation pursuant to this Section 5.21 or any information used utilized in connection therewith (other than historical information relating to the Business provided by Seller and or its Subsidiaries in writing for the Company or any purpose of arranging the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17Debt Financing), except to the extent finally determined by a court such costs or Liabilities are the direct result of competent jurisdiction the gross negligence or willful misconduct of the Seller or any of its Subsidiaries or other representatives (acting in their capacity as such) . The obligations of Purchaser in the foregoing clause (z) shall survive any termination of this Agreement. Any information provided to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithPurchaser pursuant to this Section 5.21(c) shall be subject to the Confidentiality Agreement and Section 5.2.

Financing. The Company shall, and shall cause the other Company Entities to, cooperate with the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters (collectively, the “Debt Financing”), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance true and complete copies of (i) the fully executed commitment letter, dated as of July 7, 2009, between Parent and each of Xxxxx Fargo Foothill LLC and Capital Source Bank (the “Debt Financing Commitments”), pursuant to which each of Xxxxx Fargo Foothill LLC and Capital Source Bank has agreed to lend the amounts set forth therein on the terms and subject to the conditions set forth therein (the “Debt Financing”) for the purpose of funding the transactions contemplated by this Agreement, and (ii) (A) the fully executed equity commitment letter, dated as of the time date hereof, between Parent and STG III, L.P. and STG III-A, L.P. (the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data“STG Equity Commitment”) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2B) any other information that may be reasonably the fully executed equity and timely requested by debt commitment letter between Parent and Xxxxxxx Associates, L.P. and Xxxxxxx International, L.P. (the Company concerning “Xxxxxxx Equity Commitment” and, together with the assumptions underlying STG Equity Commitment, the post-Closing or pro forma adjustments to be made in such pro forma “Equity Financing Commitments” and summary financial data, which assumptions shall be together with the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; Commitments, the “Financing Commitments”), pursuant to which each of XXX XXX, X.X., XXX XXX-X, L.P., Xxxxxxx Associates, L.P. and Xxxxxxx International, L.P. has committed to invest the amount set forth therein on the terms and subject to the conditions set forth therein (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt “Equity Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors ” and other Representatives to cooperate together with the Debt Financing; and (viii) in addition to , the Required Financial Information“Financing”). As of the date hereof, providenone of the Financing Commitments has been amended or modified, and cause the Company Entities respective commitments contained in the Financing Commitments have not been withdrawn or rescinded in any respect. The Financing Commitments are in full force and its Representatives to provideeffect and constitute the legal, to the Parent Parties valid and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company binding obligations of each of Parent, Merger Subsidiary and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact parties thereto (except as such enforceability may be limited by applicable bankruptcy, reorganization, moratorium, liquidation, conservatorship, receivership or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply similar laws relating to, or deemed breached affecting generally the enforcement of, creditors’ rights and remedies or violated by, any by other equitable principles of general application (regardless of whether such enforceability is considered in a proceeding in equity or at law)). There are no conditions precedent or other contingencies related to the funding of the actions full amount of the Financing, other than as expressly set forth in the Financing Commitments, and Parent has no reason to believe that it will not be able to satisfy any term or condition of closing of the Financing that is required to be satisfied as a condition to the Financing, or that the Financing will not be made available to Parent on the Closing Date (assuming in each case compliance by the Company with its covenants hereunder and the continuing accuracy of the Company’s representations and warranties hereunder). Subject to the terms and conditions of the Financing Commitments, the aggregate proceeds of the Financings together with the Company Cash Deposit is an amount sufficient to consummate the Merger upon the terms contemplated by this Section 6.17 or by any action taken by the Company at the request Agreement and pay all related fees and expenses of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstandingParent, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries Subsidiary and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithAgreement.

Financing. The Company shall(a) Purchaser has received and accepted executed and binding commitment letters dated February 3, 2015 (the “Debt Commitment Letters”) from UBS Securities LLC, UBS AG, Stamford Branch, Credit Suisse AG, Credit Suisse Securities (USA) LLC, Royal Bank of Canada and shall cause the other Company Entities to, cooperate with the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters RBC Capital Markets (collectively, the “Lenders”), relating to the commitment of the Lenders to provide, subject to the terms and conditions thereof, the full amount of the debt financing stated therein (the “Debt Financing”), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, . (b) Purchaser has delivered to Seller true, complete and correct copies of the executed Debt Commitment Letters, attached hereto as Exhibit F (including, the exhibits and annexes thereto), and any Expenses fee letters (the “Fee Letters”) related thereto (with only fee amounts, dates and certain other economic terms, including in respect of the “market flex” and “securities demand” provisions, redacted) (none of which would adversely affect the amount or availability of the Debt Financing). (c) Except as set forth in the refinancing Debt Commitment Letters, there are no conditions precedent to the obligations of the Credit Agreement; provided Lenders to provide the Debt Financing or any contingencies that such cooperation does not unreasonably interfere with would permit the ongoing operations Lenders to reduce the total amount of the Company Debt Financing. Other than the Debt Commitment Letters and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: Fee Letters, there are no side letters or other agreements, contracts or arrangements (iexcept for customary engagement letters) participate in reasonable number relating to the funding or investing, as applicable, of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such full amount of the Debt Financing. (d) The Debt Financing, when funded in accordance with the Debt Commitment Letters, together with available cash on hand (taking into account any restrictions on use and costs of repatriation), will provide Purchaser with cash proceeds on the Closing Date in an amount sufficient to consummate the transactions contemplated by this Agreement on the terms contemplated hereby, including roadshows; the payment of the Purchase Price, and to pay related fees and expenses. (iie) Assuming the satisfaction of the conditions in Sections 8.1 and 8.2, to the Knowledge of Purchaser, there is no fact or occurrence as of the date hereof that would cause the Company’s senior management and Representatives conditions to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 funding of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required not to be delivered pursuant satisfied at or before the Closing, and Purchaser has no reason to this clause (iii) being referred believe that it will be unable to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction satisfy on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party term or its Financing Sources in connection with the repayment condition of the existing Indebtedness Closing to be satisfied by it contained in the Debt Commitment Letters. (f) The Debt Commitment Letters are valid, binding and enforceable in accordance with their respective terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), and are in full force and effect, and 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 Purchaser under the terms and conditions of the Company Debt Commitment Letters. As of the date of this Agreement, no Debt Commitment Letter or Fee Letter has been amended, restated or otherwise modified or waived, and the respective commitments contained in the Debt Commitment Letters have not been withdrawn, modified or rescinded. Purchaser has paid in full any and all commitment fees or other fees or expenses required to be paid pursuant to the terms of the Debt Commitment Letters on or before the date of this Agreement. (g) In no event shall the receipt or availability of any funds or financing by Purchaser or any of its Affiliates or any other Company Entity; (vii) cause its independent auditors and financing or other Representatives transactions be a condition to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed Purchaser’s obligations hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faith.

Financing. The (a) Parent has delivered to the Company shalla true, correct and shall cause complete copy of an executed equity commitment letter (the other Company Entities to“Commitment Letter”) pursuant to which Mr. Shuipan Lin has committed, cooperate with subject to the Parent Parties terms and their lenders with any Parent Party’s efforts conditions set forth therein, to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters (collectivelyinvest in Parent, the cash amount set forth therein in order to allow Parent to make such payment of a portion of the aggregate Per Share Merger Consideration as are contemplated by this Agreement (“Debt Equity Financing”), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, . (b) any Expenses and (c) the refinancing As of the Credit Agreement; provided date hereof, the Commitment Letter has not been amended or modified, no such amendment or modification is contemplated (other than amendments or modifications that such cooperation does not unreasonably interfere with the ongoing operations of the Company are permitted by Section 6.9), and the Company Subsidiariesobligations and commitments contained in the Commitment Letter have not been withdrawn or rescinded in any respect. Such assistance shall include using commercially reasonable efforts to: Assuming (i) participate the Equity Financing is funded in reasonable number of meetings related toaccordance with the Commitment Letter, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management accuracy of the representations and Representatives to provide reasonable assistance with the preparation of rating agency presentations warranties set forth in Section 4.2 are correct, and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver Parent and Merger Sub are obligated to close pursuant to Section 2.2, Parent and Merger Sub will have at and after the Parent Parties Closing funds sufficient to pay the aggregate Per Share Merger Consideration and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data amounts required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources paid in connection with the repayment consummation of the existing Indebtedness Transactions contemplated by this Agreement upon the terms and conditions contemplated hereby and all related fees and expenses associated therewith. The Commitment Letter is in full force and effect as of the Company or any date hereof and constitutes a legal, valid and binding obligation of Parent, Merger Sub and the other Company Entity; parties thereto (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition subject to the Required Financial InformationBankruptcy and Equity Exception). As of the date hereof, provideno event has occurred which, and cause with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the Company Entities and its Representatives to providepart of Parent or Merger Sub or, to the Parent Parties and their Financing Sources such information as may be necessary so that knowledge of Parent, any other parties thereto, under the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light Commitment Letter. As of the circumstances under which such statements are madedate hereof, Parent and Merger Sub do not misleading. None of the representations, warranties or covenants of the Company shall be deemed have any reason to apply to, or deemed breached or violated by, believe that any of the actions contemplated by this Section 6.17 conditions to the Equity Financing will not be satisfied or by any action taken by that the Company Equity Financing will not be available to Parent or Merger Sub at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed Commitment Letter contains all of the status conditions precedent (or, where applicable, refers to customary conditions precedent for a transaction of the nature contemplated by the Commitment Letter) to the obligations of Mr. Shuipan Lin thereunder to make the Equity Financing available to Parent on the terms therein. As of the date hereof, there are no side letters or other agreements, contracts or arrangements to which Parent or any of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that Affiliates is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document a party related to the Debt Financing funding or (iii) unless promptly reimbursed by Parent upon written request investing, as applicable, of the Company, be required to incur any other out full amount of pocket expenses (the Equity Financing other than immaterial incidental expenses) as expressly set forth in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithCommitment Letter.

Financing. The Parent has delivered to the Company shalltrue, correct and complete copies, as of the date of this Agreement, of (i) an executed commitment letter (the “Equity Funding Letter”) from certain parties (the “Equity Providers”) to provide, subject to the terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”), and shall cause (ii) an executed commitment letter and a redacted form of fee letter, dated as of the other Company Entities todate of this Agreement, cooperate from the financial institutions identified therein (the “Debt Commitment Letter” and, together with the Parent Parties Equity Funding Letter, the “Financing Letters”) to provide, subject to the terms and their lenders with any Parent Party’s efforts to arrange new conditions therein, debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters in an aggregate amount set forth therein (collectively, being collectively referred to as the “Debt Financing”), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere together with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Equity Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being collectively referred to as the “Required Financial InformationFinancing”). As of the date hereof, provided that in neither the event any pro forma and summary financial data Equity Funding Letter nor Debt Commitment Letter has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing amended or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (modified and the assumptions relating thereto) desired by Parent to be reflected respective commitments contained in such pro forma letters have not been withdrawn or rescinded in any respect. Parent or Merger Sub has fully paid any and summary financial data and (2) any all commitment fees or other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources fees in connection with the repayment Equity Funding Letter and the Debt Commitment Letter that are payable on or prior to the date hereof. Assuming the Financing is funded in accordance with the terms and conditions of the existing Indebtedness Financing Letters and assuming the accuracy of the representations and warranties set forth in Article III and performance by the Company or any other Company Entity; (vii) cause of its independent auditors obligations under Section 5.1, the net proceeds contemplated by the Equity Funding Letter and other Representatives to cooperate Debt Commitment Letter will, together with the Debt Financing; and (viii) in addition cash or cash equivalents available to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained thereinCompany, in the light aggregate be sufficient for Merger Sub and the Surviving Corporation to consummate the Transactions upon the terms and conditions contemplated by this Agreement. As of the circumstances date of this Agreement, 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 or Merger Sub under which such statements the Equity Funding Letter or the Debt Commitment Letter; provided that Parent and Merger Sub are made, not misleading. None making any representation regarding the effect of the representations, warranties or covenants inaccuracy of the representations and warranties in Article III. As of the date of this Agreement, assuming the accuracy of the representations and warranties set forth in Article III and performance by the Company shall be deemed of its obligations under Section 5.1, Parent does not have any reason to apply to, or deemed breached or violated by, believe that any of the actions contemplated by this Section 6.17 conditions to the Financing will not be satisfied or by any action taken by that the Company at Financing will not be available to Parent or Merger Sub on the request date of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed Financing Letters contain all of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 conditions precedent to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any obligations of the Company Subsidiaries, nor any of their respective officers or directors, as parties thereunder to make Financing available to Parent on the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithterms therein.

Financing. The Company shallAs of the date of this Agreement, and shall cause the other Company Entities toAcquiror has received an executed commitment letter dated October 30, cooperate with the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters 2006 (collectively, the “Debt Commitment Letter”) from Credit Suisse and Credit Suisse Securities (USA) LLC (“Lender”), pursuant to which Lender has committed, subject to the terms and conditions set forth therein, to provide to Parent the amount of financing set forth in the Commitment Letter (the “Financing”), to complete the transactions contemplated hereby. A true and complete copy of the Commitment Letter has been previously provided to the Company. Acquiror has fully paid any and all commitment fees or other fees required by such Commitment Letter to be paid as of the date hereof. As of the date hereof, the Commitment Letter is valid and in full force and effect, does not contain any material misrepresentation by Parent (other than those resulting from inaccurate information, if any, provided by the Company) and no event has occurred which (with or without notice, lapse of time or both) would constitute a breach thereunder on the part of Parent or Acquiror. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing, other than as set forth in or contemplated by the Commitment Letter. The aggregate proceeds contemplated by the Commitment Letter, together with available cash of Parent and Acquiror, will be sufficient for (in whole or part) satisfying Parent’s obligations Acquiror and the Surviving Corporation to pay (a) any Cash Consideration the aggregate Merger Consideration, the aggregate consideration to be paid to each holder of a Company Option and other amounts due by the Parent Parties hereunderawards pursuant to Section 3.5, (b) any Expenses and (c) the repayment or refinancing of debt contemplated in the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 fees and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources expenses incurred in connection with the repayment of transactions contemplated hereby. The fee letter between Parent and Lender referred to in the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and Commitment Letter does not and will not contain any untrue statement conditions precedent or other contingencies related to the funding of a material fact the full amount of the Financing or omit to state a material fact necessary to make any provisions that could reduce the statements contained therein, aggregate amount of the Financing set forth in the light Commitment Letter or the aggregate proceeds contemplated by the Commitment Letter. As of the circumstances under which such statements are madedate hereof, not misleading. None none of the representations, warranties Parent or covenants of the Company shall be deemed Acquiror has any reason to apply to, or deemed breached or violated by, believe that any of the actions contemplated by this Section 6.17 conditions to the Financing will not be satisfied or by any action taken by that the Company at the request of any Financing will not be available to Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after Acquiror on the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithDate.

Financing. The Company shallSection 4.7 of the Buyer’s Disclosure Letter sets forth true, accurate and shall cause complete copies of executed commitment letters from (i) the other Company Entities toLenders as the same may be amended and replaced in accordance with Section 6.13, cooperate with the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters (collectively, the “Debt Commitment Letters”), pursuant to which, and subject to the terms and conditions thereof, the Lenders have committed to lend the amounts set forth therein, and assist in the placement of debt securities the proceeds of which will be provided, to Buyer, Holdings and Merger Sub for the purpose of funding the transactions contemplated by this Agreement (the “Debt Financing”), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration ; and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management Equity Sponsors, (the “Equity Commitment Letters” and Representatives to provide reasonable assistance together with the preparation of rating agency presentations and Debt Commitment Letters, the “Commitment Letters”) pursuant to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver which the Equity Sponsors have committed to invest the amounts set forth therein subject to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter terms therein (the information “Equity Financing” and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate together with the Debt Financing; , the “Financing”). Each of the Debt Commitment Letters, in the form so delivered, is a legal, valid and (viii) in addition to the Required Financial Informationbinding obligation of Buyer, provide, Holdings and cause the Company Entities and its Representatives to provideMerger Sub and, to the Parent Knowledge of the Buyer Parties and their Financing Sources such information as may be necessary so that of the financing information pertaining to the Company and date hereof, the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement parties thereto. Each of a material fact or omit to state a material fact necessary to make the statements contained thereinEquity Commitment Letters, in the light form so delivered, is a legal, valid and binding obligation of Buyer and the Equity Sponsors. As of the circumstances under which such statements are madedate of this Agreement, not misleading. None none of the representations, warranties Commitment Letters has been amended or covenants modified and the respective commitments set forth in the Commitment Letters have not been withdrawn or rescinded in any respect. As of the Company shall be deemed to apply todate of this Agreement, no event has occurred which, with or deemed breached without notice, lapse of time or violated byboth, would constitute a default or breach on the part of Buyer, Holdings or Merger Sub under any term or condition of any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing Commitment Letters; provided, however, that no representation is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult made with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related respect to any proposed Debt Financing that is not conditioned upon consummation default or breach occurring by reason of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related matters relating to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of its Subsidiaries. As of the Company Subsidiaries date of this Agreement, none of the Buyer Parties has any reason to believe that it will be unable to satisfy on a timely basis any term or their respective Representatives condition of the closing to be satisfied by it contained in connection with any action taken by any of them at the request of the Parent Parties Commitment Letters. Buyer, Holdings or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against Merger Sub has fully paid any and all damages, losses, costs, liabilities commitment fees or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided fees required by the Company Commitment Letters to be paid on or any before the date of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faith.this

Financing. The Parent has delivered to the Company shalltrue and complete copies of the commitment letter, dated as of August 10, 2008, between Parent, Credit Suisse, Credit Suisse Securities (USA) LLC, Wachovia Bank, National Association and shall cause Wachovia Capital Markets, LLC (together, the other Company Entities to“Lenders”), cooperate with pursuant to which the Parent Parties and their lenders with any Parent Party’s efforts Lenders have agreed to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including lend the Credit Agreement and the Debt Financing Commitment Letters amounts set forth therein (collectively, the “Debt Financing”) for the purpose of, inter alia, funding the transactions contemplated by this Agreement (the “Financing Commitment”), for (in whole . Parent has fully paid any and all commitment fees or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due fees required by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing Financing Commitment to be paid as of the Credit date hereof. The Financing Commitment has not been amended or modified prior to the date of this Agreement; provided that such cooperation does , and the respective commitments contained in the Financing Commitment has not unreasonably interfere with been withdrawn or rescinded in any respect. The Financing Commitment is in full force and effect and constitutes the ongoing operations legal, valid and binding obligations of Parent. There are no conditions precedent or other contingencies related to the funding of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 full amount of the Debt Financing Commitment Letter required to be satisfied by Parent and the conditions Merger Sub, other than as expressly set forth in paragraphs 3the Financing Commitment. Assuming the accuracy of the representations and warranties set forth in Section 3.2 and the existence of at least $215 million of available, 4 and 8 of Exhibit C unrestricted cash on hand with the Company, upon consummation of the Debt Financing, the net proceeds contemplated by the Financing Commitment Letter will, in the aggregate, be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration, aggregate Option Consideration (the information “Aggregate Option Consideration”) and data aggregate RSU Consideration (the “Aggregate RSU Consideration”) (and any other repayment or refinancing of debt or preferred stock contemplated by this Agreement or the Financing Commitment) and any other amounts required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources paid in connection with the repayment consummation of the existing Indebtedness Transactions and to pay all related fees and expenses. As of the Company date of this Agreement, 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 under the Financing Commitment and neither Parent nor Merger Sub has any other Company Entity; (vii) cause its independent auditors and other Representatives reason to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so believe that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related conditions to the Debt Financing will not be satisfied or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by will not be available to Parent on the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithClosing Date.

Financing. The Company shallSection 3.02(m) of Parent’s Disclosure Schedule contains true, correct and shall cause complete copies, as of the other Company Entities todate of this Agreement, cooperate with of executed commitment letters, dated as of the Parent Parties and their date of this Agreement (the “Debt Commitment Letters”), from the lenders with any Parent Party’s efforts named therein to arrange new provide debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters in an aggregate amount set forth therein (collectively, being collectively referred to as the “Debt Financing”). None of the Debt Commitment Letters has been amended or modified in any material respect (or, for (in whole respect of terms relating to conditionality or part) satisfying amounts, amended in any respect on terms that are less favorable to Parent or Merger Sub), no such amendment or modification is contemplated, and the respective commitments contained in such letters have not been withdrawn or rescinded in any respect. The Debt Commitment Letters are in full force and effect and are the valid, binding and enforceable obligations of Parent and Merger Sub, and to the Knowledge of Parent’s obligations to pay (a) any Cash Consideration and , the other amounts due parties thereto. The net proceeds contemplated by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance together with the preparation proceeds of rating agency presentations commercial paper or loans under existing revolving credit facilities of Parent and cash on hand of Parent at the Closing, will in the aggregate be sufficient for Parent and Merger Sub to participate in a reasonable number pay the aggregate Cash Consideration (and any other repayment or refinancing of meetings with rating agencies, as may be requested debt contemplated by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of this Agreement or the Debt Financing Commitment Letter Letters) and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data any other amounts required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources paid in connection with the repayment consummation of the existing Indebtedness transactions contemplated by this Agreement and to pay all related fees and expenses. As of the Company date of this Agreement, no event has occurred which, with or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with without notice, lapse of time or both, would constitute a default on the part of Parent or Merger Sub under the Debt Financing; and (viii) in addition to Commitment Letters, and, as of the Required Financial Informationdate of this Agreement, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain have any untrue statement of a material fact or omit reason to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, believe that any of the actions contemplated by this Section 6.17 or by any action taken by conditions to the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing will not be satisfied or that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation will not be available to Parent or Merger Sub on the date of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed Debt Commitment Letters contain all of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 conditions precedent to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any obligations of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required parties thereunder to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to make the Debt Financing or (iii) unless promptly reimbursed by available to Parent upon written request of on the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithterms therein.

Financing. The Parent has delivered to the Company shall(i) true and complete copies of executed written commitments, and shall cause except for that certain fee letter, dated the other Company Entities todate of this Agreement, cooperate with from the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters borrower thereunder (collectively, the “"Debt Financing Commitments"), pursuant to which the lenders party thereto have agreed, subject only to the terms and conditions set forth therein, to provide or cause to be provided to Parent and/or Merger Sub debt financing in the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement and related fees and expenses (the "Debt Financing”") and (ii) true and complete copies of executed written commitments (collectively, the "Equity Financing Commitments" and together with the Debt Financing Commitments, the "Financing Commitments"), pursuant to which the parties thereto have agreed, subject only to the terms and conditions set forth therein, to provide or cause to be provided to Parent and/or Merger Sub equity financing in the amounts set forth therein for the purposes of financing the transactions contemplated by this Agreement and related fees and expenses (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration the "Equity Financing" and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere together with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management "Financing"). As of the date of this Agreement, none of the Financing Commitments has been amended or modified, and Representatives to provide reasonable assistance the respective commitments contained in the Financing Commitments 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 preparation Financing Commitments that are payable on or before the date of rating agency presentations this Agreement in connection therewith or pursuant thereto, and to participate the Financing Commitments are in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver full force and effect. There are no conditions precedent or other contingencies related to the Parent Parties and their Financing Sources any financial information pertaining to funding of the Company and full amount of the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 other than as set forth in the Financing Commitments. 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 or Merger Sub under any of the Debt Financing Commitment Letter and Commitments. Neither Parent nor Merger Sub is aware of any reason why the conditions set forth in paragraphs 3, 4 the Financing Commitments would not be satisfied on or before the Closing Date or such other earlier date as may be set forth in the Financing Commitments. Subject to the terms and 8 of Exhibit C conditions of the Debt Financing Commitment Letter (Commitments, and subject to the information terms and data conditions of this Agreement, the aggregate proceeds contemplated by the Financing Commitments, together with the cash on hand of Parent and Merger Sub on the Closing Date, will be sufficient to pay the aggregate Per Share Merger Consideration and any other amounts required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources paid in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant totransactions contemplated hereby, and in accordance with, this Section 6.17, to pay all related fees and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithexpenses.

Financing. The Company shall, and shall cause the other Company Entities to, cooperate with the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters (collectively, the “Debt Financing”), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration Subject to the terms and other amounts due by conditions of this Agreement, Constellation 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 or cause to be obtained, and to consummate, the Parent Parties hereunderCommitted Debt Financing on or prior to the Closing Date on the terms and conditions set forth in the Debt Commitment Letter, (b) any Expenses and (c) the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include including using commercially reasonable best efforts to: (i) participate 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 Committed Debt Financing at or prior to the Closing, 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) To the extent that New Polaris is not expected to have funds available, including cash on hand and the Committed Debt Financing, that are sufficient to enable it to consummate the Transactions, including paying the Debt Payoff Amount and the transaction expenses of all the 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 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 pay all of the cash amounts required to be provided by New Polaris and its Subsidiaries in connection with the consummation of the Transactions, including the amounts payable in connection with the consummation of the Mergers, all transaction expenses and 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 under the preceding sentence notwithstanding the cost of obtaining such Supplemental Debt Financing or the 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 number detail of meetings related tothe 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 provide shall use reasonable assistance withbest 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 related 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 such materials relating to the Debt Financing, including roadshowsSEC 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; (iiviii) cause the Company’s senior management and Representatives using reasonable best efforts to provide (including using reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary best efforts to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iiidocuments from its advisors) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization customary certificates and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing customary closing documents as may be reasonably requested by any Parent Partythe Debt Financing Sources and potential Supplemental Debt Financing sources; (vix) take such causing the taking of corporate actions as are within the control of the party reasonably requested by any Parent Party or its Financing Sources necessary to facilitate permit the satisfaction on a timely basis completion of all conditions precedent to obtaining such the Debt Financing; (vix) take all actions as may be 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 Parent Party 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 PATRIOT Act and (xii) providing to Polaris such pertinent information reasonably requested by Polaris, and updating such information, describing the party or its Financing Sources Subsidiaries to be used in marketing or offering materials prepared in accordance with normal customary practice in connection with the repayment 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 existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Informationtime provided, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements contained therein, therein not materially misleading in the 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 madesufficiently 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, not misleading. None 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 the representations, warranties or covenants of the Company such party’s Subsidiaries shall be deemed required to apply to, take or deemed 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 violated by, any of the actions contemplated 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 6.17 or by any action taken by 6.15 shall be kept confidential in accordance with the Company at Confidentiality Agreements. (f) At the request of any Parent Party or its Financing Sources. The Company Closing, New Polaris shall, and the parties shall use commercially their reasonable best efforts to cause any Debt Financing that is an obligation of the Company trustee under the Sirius Indentures to, execute and deliver a supplemental indenture, in form satisfactory to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts such trustee, pursuant to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, which New Polaris shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, 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) enter if applicable, provide for such convertible or exchangeable notes to be convertible or exchangeable into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation New Polaris Common Shares in accordance with the terms of the Merger Sirius Indentures. (g) At the Closing, New Polaris shall, and that does not terminate without any liability or any obligation the parties shall use their reasonable best efforts to cause the trustee under any certificatethe Constellation Indentures to, documentexecute and deliver a supplemental indenture, instrumentin form satisfactory to such trustee, credit agreement or any related document or any other agreement or document related pursuant to the Debt Financing or which New Polaris shall (iiii) unless promptly reimbursed by Parent upon written request expressly assume all of the Company, 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 required to incur any other out of pocket expenses (other than immaterial incidental expenses) convertible into New Polaris Common Shares in connection accordance with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence terms of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithConstellation Indentures.

Financing. The Company shall(a) SpinCo has delivered to RMT Parent a true, complete and shall cause the other Company Entities to, cooperate with the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilitiesfully executed copy of a commitment letter, including (i) all exhibits, schedules, attachments and amendments to such commitment letter in effect as of the Credit date of this Agreement and the Debt Financing Commitment Letters (collectivelyii) any associated fee letters (together, the “Debt FinancingSpinCo Commitment Letter”) from the lead arrangers, lenders and other financing sources party thereto (together with all additional lead arrangers, lenders and other financing sources added to the SpinCo Commitment Letter or any Alternative SpinCo Commitment Letter, the “SpinCo Lenders”), for pursuant to which, among other things, the SpinCo Lenders have committed to SpinCo to provide, or cause to be provided, to SpinCo debt financing in the aggregate amount set forth therein (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due the bank financing contemplated by the Parent Parties hereunderSpinCo Commitment Letter, (b) any Expenses and (c) the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial InformationSpinCo Financing”). As of the date of this Agreement, provided that (x) the SpinCo Commitment Letter has not been amended, restated, waived or modified and (y) the respective commitments contained in the event SpinCo Commitment Letter have not been withdrawn, modified or rescinded in any pro forma and summary financial data has been requested pursuant respect. Except for the SpinCo Commitment Letter (together with all ancillary documents referenced therein), there are no side letters or other Contracts, instruments or other commitments, obligations or arrangements (whether written or oral) related to this clause the funding of the full amount of the SpinCo Financing. (iiib) As of the date of this Agreement, the SpinCo Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of SpinCo and, to the knowledge of SpinCo, the other parties thereto (in each case, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity). As of the date of this Agreement (assuming the accuracy of the representations and warranties and undertakings of RMT Parent and Merger Sub under this Agreement for such purpose), (x) no event has occurred that, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach on the part of SpinCo under any term or condition of the SpinCo Commitment Letter and (y) SpinCo is not aware of any fact, event or any other occurrence that makes any of the representations or warranties of SpinCo in the SpinCo Commitment Letter inaccurate in any material respect. SpinCo has fully paid, or caused to be fully paid, any and all commitment fees, any other fees or any other amounts required by the SpinCo Commitment Letter to be paid on or before the date of this Agreement. On the Distribution Date, assuming the SpinCo Financing is funded in accordance with the SpinCo Commitment Letter, the proceeds of the SpinCo Financing will be sufficient to pay the Internal Reorganization Cash Payments (the “SpinCo Financing Transactions”). Other than as set forth in the SpinCo Commitment Letter, there are no conditions precedent to the funding of the full amount of the SpinCo Financing. As of the date of this Agreement, and subject to the satisfaction of all the conditions set forth in Section 6.178.01 and Section 8.02, such pro forma and summary financial data shall SpinCo has no reason to believe that any of the conditions to the SpinCo Financing that are required to be satisfied by it or any other party to the SpinCo Commitment Letter as a condition to the obligations under the SpinCo Commitment Letter will not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction satisfied on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to SpinCo Financing contemplated by the Company and the other Company Entities is complete and correct in all material respects and does not and SpinCo Commitment Letter will not contain any untrue statement of a material fact or omit be available to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply SpinCo immediately prior to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Companyon, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithDistribution Date.

Financing. The (a) Parent has delivered to the Company shalltrue, correct and complete copies, as of the date of this Agreement, of (i) executed commitment letters (the “Equity Funding Letters”) from Silver Lake Partners III, L.P. and TPG Partners V, L.P. (each, an “Equity Provider”, and shall cause collectively the other Company Entities to“Equity Provider Group”) to provide, cooperate subject to the terms and conditions therein, equity financing in the aggregate amount set forth therein (being collectively referred to as the “Equity Financing”), and (ii) executed commitment letters and redacted forms of fee letters, dated as of the date of this Agreement, from Xxxxxx Xxxxxxx Senior Funding, Inc., Citigroup Global Markets Inc., JPMorgan Securities Inc. and JPMorgan Chase Bank, N.A. (the “Debt Commitment Letters” and, together with the Parent Parties Equity Funding Letters, the “Financing Letters”) to provide, subject to the terms and their lenders with any Parent Party’s efforts to arrange new conditions therein, debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters in an aggregate amount set forth therein (collectively, being collectively referred to as the “Debt Financing”), for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due by the Parent Parties hereunder, (b) any Expenses and (c) the refinancing of the Credit Agreement; provided that such cooperation does not unreasonably interfere together with the ongoing operations of the Company and the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Equity Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being collectively referred to as the “Required Financial InformationFinancing”). As of the date hereof, provided that in none of the event any pro forma and summary financial data Equity Funding Letters or Debt Commitment Letters has been requested pursuant to this clause (iii) of this Section 6.17amended or modified, no such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing amendment or pro forma cost savingsmodification is contemplated, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected respective commitments contained in such pro forma letters have not been withdrawn or rescinded in any respect. Parent or Merger Sub has fully paid any and summary financial data and (2) any all commitment fees or other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources fees in connection with the repayment Equity Funding Letters and the Debt Commitment Letters that are payable on or prior to the date hereof and, as of the existing Indebtedness date hereof, the Equity Funding Letters and the Debt Commitment Letters (or, if applicable, any alternative debt commitment letters entered into pursuant to Section 5.5(a)) are the valid, binding and enforceable obligations of Parent and Merger Sub, and to the Knowledge of Parent, the other parties thereto. Assuming the Financing is funded and assuming the accuracy of the representations and warranties set forth in Article 3 and performance by the Company of its obligations under Section 5.2, the net proceeds contemplated by the Equity Funding Letters and Debt Commitment Letters will, together with Company cash, in the aggregate be sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration, Option Consideration and RSU Consideration (and any other repayment or refinancing of debt contemplated by this Agreement or the Equity Funding Letters or the Debt Commitment Letters) and any other amounts required to be paid in connection with the consummation of the Transactions and to pay all related fees and expenses. As of the date of this Agreement, 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 or Merger Sub under the Equity Funding Letters or the Debt Commitment Letters; provided that Parent is not making any representation regarding the effect of the inaccuracy of the representations and warranties in Article 3. As of the date of this Agreement, Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to Parent or Merger Sub on the date of the Closing; provided that Parent is not making any representation regarding the inaccuracy of the representations and warranties set forth in Article 3, or the failure of the Company or any other Company Entity; (vii) cause to perform its independent auditors and other Representatives to cooperate with obligations hereunder. The Financing Letters contain all of the Debt Financing; and (viii) in addition conditions precedent to the Required Financial Informationobligations of the parties thereunder to make Financing available to Parent on the terms therein. (b) Neither Parent, provideMerger Sub nor any member of the Equity Provider Group has (i) retained any financial advisor on an exclusive basis other than Affiliates of any member of the Equity Provider Group or (ii) entered into an agreement, and cause the Company Entities and its Representatives arrangement or understanding with any bank or investment bank or other potential provider of debt or equity financing on an exclusive basis (or otherwise on terms that could reasonably be expected to provide, prevent (or otherwise hinder) such provider from providing or seeking to the Parent Parties and their Financing Sources provide such information as may be necessary so that the financing information pertaining to any third party in connection with a transaction relating to the Company and or its Subsidiaries (including in connection with the other Company Entities is complete and correct in all material respects and does not and will not contain making of any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained thereinTakeover Proposal)), in the light case of clauses (i) and (ii), in connection with the Merger or the other Transactions, except, in the case of clause (ii), for such actions taken after the No-Shop Period Start Date to the extent permitted pursuant to the second sentence of Section 5.5(c). Neither Parent, Merger Sub nor any member of the circumstances under which such statements are madeEquity Provider Group has caused or induced any Person to take any action that, not misleading. None if taken by Parent, Merger Sub or any member of the representationsEquity Provider Group, warranties or covenants of the Company shall would be deemed to apply toa breach of, or deemed breached or violated bywould cause to be untrue, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything representations in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to the Debt Financing or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder4.5(b), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faith.

Financing. The Company shall(a) Purchaser has delivered to Seller complete and correct copies of the executed debt commitment letter, and shall cause dated as of the other Company Entities todate hereof, cooperate with the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement between Purchaser and the Debt Financing Commitment Letters financial institutions identified therein and the executed fee letters, fee credit letters and engagement letters associated therewith (provided, that the amounts and percentages in the fee letter related to fees, certain other economic terms and the “flex” provisions included therein, but only to the extent that none of such provisions would adversely affect conditionality, may be redacted) (such commitment letter, together with all exhibits, schedules, annexes, supplements and amendments thereto and any related redacted fee letters, collectively, the “Debt FinancingFinancing Commitment”), pursuant to which, upon the terms and subject to the conditions set forth therein, the Financing Sources have agreed to lend the amounts set forth therein (the “Debt Financing”) for (in whole or part) satisfying Parent’s obligations to pay (a) any Cash Consideration and other amounts due the purpose of funding the transactions contemplated by this Agreement. As of the Parent Parties hereunderdate hereof, (bx) any Expenses the Debt Financing Commitment has not been amended, restated or otherwise modified or waived since copies thereof were delivered to Seller, (y) except as permitted by Section 6.12, no such amendment, restatement, modification or waiver is contemplated and (cz) the refinancing commitment contained in the Debt Financing Commitment has not been withdrawn, terminated or rescinded in any respect. As of the Credit Agreement; provided that such cooperation does not unreasonably interfere with date hereof, there are, and are contemplated to be, no other agreements, side letters or arrangements (oral or written) relating to the ongoing operations Debt Financing Commitment (other than customary engagement letters or as expressly set forth in the Debt Financing Commitment furnished to Seller pursuant to this Section 5.13(a), but in each case of the Company and foregoing, which do not adversely affect the Company Subsidiariesconditionality, enforceability, termination, principal amount or availability of the Debt Financing). Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number As of meetings related to, and provide reasonable assistance withthe date hereof, the marketing efforts Debt Financing Commitment is in full force and effect and constitutes the legal, valid and binding obligations of each of Purchaser and, to the Knowledge of Purchaser, the other parties thereto, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at Law. There are no conditions or other contingencies related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with funding of the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 full amount of the Debt Financing Commitment Letter and the conditions (including any “flex” provisions), other than as expressly set forth in paragraphs 3the Debt Financing Commitment. Assuming (A) the Debt Financing is funded in accordance with the Debt Financing Commitment, 4 (B) the accuracy of the representations and 8 warranties set forth in Articles III and IV, and (C) performance by Seller and its Subsidiaries of Exhibit C their obligations that are required to be performed prior to the Closing, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Debt Financing Commitment, together with Purchaser’s unrestricted cash on hand and other access to capital, in the aggregate will be sufficient for Purchaser to pay the Estimated Purchase Price on the Closing Date, any payment required to be made by Purchaser pursuant to Section 2.04 (if any) and all related fees and expenses and any other payment contemplated in this Agreement or the Debt Financing Commitment. Assuming the accuracy of the representations and warranties set forth in Articles III and IV and performance by Seller and its Subsidiaries of their obligations under this Agreement, as of the date hereof, (I) no event has occurred that would result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) by Purchaser under the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2II) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and Purchaser does not and will not contain have any untrue statement of a material fact or omit reason to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, believe that any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related conditions to the Debt Financing will not be satisfied or (iii) unless promptly reimbursed by Parent upon written request of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and will not be available to Purchaser on the Closing Date. Purchaser has fully paid or has caused to be fully paid all commitment fees or other fees required to be paid on or prior to the date hereof pursuant to the Debt Financing Commitment. (b) The obligations of Purchaser under this Agreement are not subject to any information used in connection therewith (other than information provided by conditions regarding the Company ability of Purchaser, any of its Affiliates or any other Person to obtain financing for the consummation of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithtransactions contemplated hereby.

Financing. (a) The Company shall, Purchaser has delivered to the Seller true and shall cause the other Company Entities to, cooperate complete copies of executed commitment letters with the Parent Parties lenders and their lenders arrangers party thereto (collectively, the “Lenders”) (including (i) all exhibits, schedules, annexes and amendments to such letters in effect as of the date of this Agreement (other than any fee letters) and (ii) any fee or engagement letters with the Lenders associated therewith that contain any Parent Party’s efforts conditions to arrange new debt financing funding or maintain“flex” provisions, but excluding provisions related solely to fees and amend and/or increase, any Parent Entities’ existing credit facilities, including economic terms (other than covenants) agreed to by the Credit Agreement and the Debt Financing Commitment Letters parties) (collectively, the “Debt Commitment Letters”), pursuant to which the Lenders have agreed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for the transactions contemplated by this Agreement (the “Debt Financing”). The Purchaser has also delivered to the Seller a true and complete copy of the executed equity commitment letter (including all exhibits, schedules, annexes and amendments to such letter in effect as of the date of this Agreement), dated as of the date of this Agreement, between Parent and the Investor (the “Equity Commitment” and together with the Debt Commitment Letters, the “Financing Commitments”), pursuant to which the Investor has agreed, subject to the terms and conditions set forth therein, to invest in Parent, directly or indirectly, the cash amounts set forth therein for (in whole or part) satisfying Parent’s obligations the purpose of funding a portion of the funds required to pay the Closing Payment upon the Closing pursuant to this Agreement (a) the “Equity Financing” and, together with the Debt Financing, the “Acquisition Financing”). The Financing Commitments, together with any Cash Consideration available cash of Parent and its Subsidiaries, will be sufficient for the Purchaser to consummate the transactions contemplated by this Agreement on the terms and subject to the conditions set forth herein. The Purchaser or Parent has fully paid any and all commitment fees or other amounts due fees required by the Financing Commitments to be paid on or before the date of this Agreement. The Seller is an express third party beneficiary of the Equity Commitment and is entitled to enforce such agreement, and the Investor has agreed, subject in all respects to Section 10.14(b), not to oppose the granting of an injunction, specific performance or other equitable relief on the basis that Parent Parties hereunderor the Seller, as applicable, has an adequate remedy at law. (b) any Expenses and (c) the refinancing As of the Credit date of this Agreement; provided that such cooperation does not unreasonably interfere with , the ongoing operations Financing Commitments are in full force and effect and are the legal, valid and binding obligation of the Company and Purchaser (in the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate in a reasonable number of meetings with rating agencies, as may be requested by any Parent Party; (iii) deliver to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 case of the Debt Commitment Letters), Parent (in the case of the Equity Commitment) and, to the Purchaser’s Knowledge, the other parties thereto, enforceable against such parties in accordance with their terms, except as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally. As of the date of this Agreement, the obligations of the Lenders and the Investor, as applicable, to fund the commitments under the Financing Commitment Letter and Commitments are not subject to any conditions other than as expressly set forth in the Financing Commitments. Except as previously disclosed to the Seller, as of the date of this Agreement, there are no side letters, understandings or other agreements, arrangements or other Contracts relating to the funding or investing, as applicable, of the full amount of the Acquisition Financing other than as expressly set forth in the Financing Commitments furnished to the Seller pursuant to Section 4.4(a). As of the date of this Agreement, to the Purchaser’s Knowledge, no event has occurred that (with or without notice, lapse of time, or both) would constitute a breach or default under the Financing Commitments by the Purchaser or Parent. As of the date of this Agreement, assuming the satisfaction of the conditions set forth in paragraphs 3, 4 Section 7.1 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) Section 7.2 of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provideAgreement, to the Parent Parties and their Financing Sources such information as may be necessary so Purchaser’s Knowledge, there are no facts or circumstances that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor (i) any of the Company Subsidiaries, nor any of their respective officers conditions set forth in the Financing Commitments not being satisfied or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into the Acquisition Financing not being made available to the Purchaser on a timely basis in order to consummate the transactions contemplated by this Agreement. As of the date of this Agreement, (A) none of the Financing Commitments have been amended or modified and (B) the respective commitments contained in the Financing Commitments have not been withdrawn, modified or rescinded in any definitive agreement related respect. Notwithstanding anything in this Agreement to the contrary, the Purchaser acknowledges and agrees that the obtaining of all or any proposed Debt part of the Acquisition Financing that is not conditioned upon a condition to Closing or the consummation of the Merger transactions contemplated by this Agreement, and that does not terminate without any liability or any obligation that, irrespective and independently of the availability of the Acquisition Financing, the Purchaser shall be obligated to pay the Purchase Price and meet all its financial obligations under any certificatethis Agreement and the Ancillary Agreements, document, instrument, credit agreement or any related document or any other agreement or document related subject only to the Debt Financing satisfaction or (iii) unless promptly reimbursed by Parent upon written request waiver of the Company, be required to incur any other out of pocket expenses (other than immaterial incidental expenses) conditions set forth in connection with the Debt Financing. Parent shall promptly, upon written request (which may include electronic mail) by the Company (such written request to include invoices or other reasonably detailed evidence of the out of pocket costs or expenses incurred that are requested to be reimbursed hereunder), reimburse the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith (other than information provided by the Company or any of the Company Subsidiaries) and all other actions taken by the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent pursuant to this Section 6.17, except to the extent finally determined by a court of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faithArticle VII.

Financing. The (a) Parent has delivered to the Company shallcorrect and complete copies of the executed commitment letter, dated as of the date hereof, among Parent, Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A., Barclays Bank PLC and shall cause Column Financial, Inc. (the other Company Entities to“Debt Commitment Letter”), cooperate pursuant to which the counterparties thereto have committed, subject to the terms and conditions thereof, to lend the amounts set forth therein (the financing to be provided pursuant to such Debt Commitment Letter, as may be amended, modified, supplemented, replaced or extended from time to time after the date hereof in compliance with the Parent Parties and their lenders with any Parent Party’s efforts to arrange new debt financing or maintain, and amend and/or increase, any Parent Entities’ existing credit facilities, including the Credit Agreement and the Debt Financing Commitment Letters (collectivelySection 6.12, the “Debt Financing”), for . (in whole b) Parent expressly acknowledges and agrees that the consummation of all or part) satisfying Parentany portion of the Debt Financing is not a condition to its and/or Merger Sub’s and or Partnership Merger Sub’s obligations to pay (a) any Cash Consideration effect the Closing. Assuming the accuracy of the representations and other amounts due warranties of the Company in this Agreement as of the Closing Date and the performance by the Parent Parties Company of its obligations hereunder, (b) any Expenses and (c) the refinancing amount of funds to be provided pursuant to the Credit Agreement; provided that such cooperation does not unreasonably interfere Debt Commitment Letter, if funded in accordance with the ongoing operations terms therein, together with other financial resources of Parent, Merger Sub and Partnership Merger Sub available on or prior to the time of Closing, including cash on hand and marketable securities of Parent, Merger Sub, Partnership Merger Sub, the Company and the Company’s Subsidiaries on the Closing Date, will be sufficient to consummate the Mergers, the Transactions and to pay its and its affiliates’ respective monetary obligations that are due on or prior to the Closing Date under this Agreement, including payment of the Merger Consideration, and the payment or funding of all fees, costs, expenses and reserves incurred, payable or required to be funded by Parent, Merger Sub, Partnership Merger Sub, any of their affiliates and, to the extent responsible hereunder, the Company Subsidiaries. Such assistance shall include using commercially reasonable efforts to: on or prior to the Closing Date in connection with this Agreement and the Transactions. (c) As of the date hereof, none of Parent, Merger Sub or Partnership Merger Sub, or to the knowledge of Parent, any other counterparty thereto is in breach of any of its covenants or other obligations set forth in, or is in default under, the Debt Commitment Letter, to Parent’s knowledge, as of the date hereof, no event has occurred or circumstances exist that, with or without notice, lapse of time or both, would or would reasonably be expected to (i) participate in reasonable number of meetings related to, and provide reasonable assistance with, the marketing efforts related to any such Debt Financing, including roadshows; (ii) cause the Company’s senior management and Representatives to provide reasonable assistance with the preparation of rating agency presentations and to participate constitute or result in a reasonable number breach or default on the part of meetings with rating agenciesParent, as may be requested by any Parent Party; (iii) deliver Merger Sub or Partnership Merger Sub, or to the Parent Parties and their Financing Sources any financial information pertaining to the Company and the other Company Entities reasonably requested by the Parent Parties that is reasonably necessary to obtain such Debt Financing, including all information and data necessary to satisfy Section 2 of the Debt Financing Commitment Letter and the conditions set forth in paragraphs 3, 4 and 8 of Exhibit C of the Debt Financing Commitment Letter (the information and data required to be delivered pursuant to this clause (iii) being referred to as the “Required Financial Information”), provided that in the event any pro forma and summary financial data has been requested pursuant to this clause (iii) of this Section 6.17, such pro forma and summary financial data shall not be considered a part of the Required Financial Information unless Parent has provided to the Company reasonably in advance of the time the Marketing Period otherwise would have begun (if the Required Information did not include such pro forma and summary financial data) (1) any post-Closing or pro forma cost savings, capitalization and other post-Closing or pro forma adjustments (and the assumptions relating thereto) desired by Parent to be reflected in such pro forma and summary financial data and (2) any other information that may be reasonably and timely requested by the Company concerning the assumptions underlying the post-Closing or pro forma adjustments to be made in such pro forma and summary financial data, which assumptions shall be the responsibility knowledge of Parent; (iv) cause the Company’s senior management and Representatives to participate in the negotiation, execution and delivery of any Debt Financing documents as may be reasonably requested by any Parent Party; (v) take such actions as are reasonably requested by any Parent Party or its Financing Sources to facilitate the satisfaction on a timely basis of all conditions precedent to obtaining such Debt Financing; (vi) take all actions as may be reasonably requested by any Parent Party or its Financing Sources in connection with the repayment of the existing Indebtedness of the Company or any other Company Entity; (vii) cause its independent auditors and other Representatives to cooperate with the Debt Financing; and (viii) in addition to the Required Financial Information, provide, and cause the Company Entities and its Representatives to provide, to the Parent Parties and their Financing Sources such information as may be necessary so that the financing information pertaining to the Company and the other Company Entities is complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. None of the representations, warranties or covenants of the Company shall be deemed to apply to, or deemed breached or violated by, any of counterparty thereto, under the actions contemplated by this Section 6.17 or by any action taken by the Company at the request of any Parent Party or its Financing Sources. The Company shall use commercially reasonable efforts to cause any Debt Financing that is an obligation of the Company to remain in effect from and after the Closing and the Company shall consult with and keep the Parent Parties reasonably informed of the status of their efforts to keep any Debt Financing that is an obligation of the Company in effect after the Closing and notify the Parent Parties promptly if they become aware of any circumstances (including communications from the Agent) reasonably likely to result in any Debt Financing that is an obligation of the Company not remaining in effect after the Closing. The Parent Parties shall keep the Company reasonably informed of the status of its efforts to arrange and consummate any Debt Financing. Anything in this Section 6.17 to the contrary notwithstanding, until the Effective Time occurs, neither the Company nor any of the Company Subsidiaries, nor any of their respective officers or directors, as the case may be, shall (i) be required to pay any commitment or other similar fee in connection with any proposed Debt Financing, (ii) enter into any definitive agreement related constitute or result in a failure to any proposed Debt Financing that is not conditioned upon consummation of the Merger and that does not terminate without any liability or any obligation under any certificate, document, instrument, credit agreement or any related document or any other agreement or document related to satisfy a condition precedent set forth in the Debt Financing or (iii) unless promptly reimbursed otherwise result in any portion of the Debt Financing being unavailable. As of the date hereof, none of Parent, Merger Sub or Partnership Merger Sub has received any notice or other communication from any party to the Debt Commitment Letter with respect to (1) any breach or default on the part of Parent, Merger Sub, Partnership Merger Sub or any other party to the Debt Commitment Letter or (2) any intention of such party to terminate the Debt Commitment Letter, to not provide all or any portion of the Debt Financing or to require any additional reserves not contemplated by the Debt Commitment Letter or for expenses to be paid by Parent upon written request or any of its affiliates on prior to or as a condition to the consummation of the Company, be required to incur any other out of pocket expenses (Debt Financing at Closing other than immaterial incidental expensesas provided in the Debt Commitment Letter. (d) As of the date hereof, the Debt Commitment Letter is a legal, valid, binding and enforceable obligation of Parent and, to the knowledge of Parent, the other parties thereto, is in connection full force and effect, except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (e) Other than as set forth in the Debt Commitment Letter and any fee letter (a “Fee Letter” and, together with the Debt Commitment Letter, the “Debt Financing Letters”), a copy of which has been provided to the Company prior to the date hereof, there are no conditions precedent related to the funding of the full net amount of the Debt Financing or any contingencies that would, or would reasonably be expected to, reduce the aggregate amount of the Debt Financing. Parent shall promptlyAs of the date hereof, upon written request (which may include electronic mail) by the Company (such written request to include invoices there are no side letters or other reasonably detailed evidence Contracts, understandings or arrangements (in each case, whether written or oral) imposing conditions or other contingencies to the funding of the out of pocket costs or expenses incurred that are requested full amount (i.e., before giving effect to be reimbursed hereunder), reimburse any loan reduction provisions in the Company for all reasonable and documented out of pocket costs (including reasonable attorneys’ feesDebt Commitment Letter) incurred by the Company or any of the Company Subsidiaries or their respective Representatives in connection with any action taken by any of them at the request of the Parent Parties or their Financing Sources pursuant to, and in accordance with, this Section 6.17, and shall indemnify and hold harmless the Company, the Company Subsidiaries and their respective Representatives from and against any and all damages, losses, costs, liabilities or expenses suffered or incurred by any of them in connection with the arrangement proceeds of the Debt Financing and any information used in connection therewith (or otherwise affect the availability of the Debt Financing, other than information provided by those set forth in the Debt Financing Letters delivered to the Company or any prior to the date hereof. As of the Company Subsidiaries) date hereof, Parent, Merger Sub and Partnership Merger Sub have fully paid, or caused to be fully paid, any and all commitment or other actions taken by fees which are due and payable on or prior to the Company, the Company Subsidiaries and their respective Representatives taken at the request of Parent date hereof pursuant to this Section 6.17, except to the extent finally determined by a court terms of competent jurisdiction to have arisen from any Company Entity’s or their respective Representatives’ fraud, willful misconduct, intentional misrepresentation or bad faiththe Debt Financing Letters.