Common use of Financing Clause in Contracts

Financing. (a) ADI shall deliver to Artistic on or before the date (which shall be no later than five Business Days after it has been cleared by the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such time. (b) In the event that all or any portion of the Financing provided for in the Proposal Letters has become unavailable at or prior to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date, in the event that all or any portion of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financing. (d) ADI intends that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunder.

Financing. (a) ADI The Buyer shall, and shall deliver cause the other members of the Buyer Group to, take, or cause to Artistic be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain, or cause to be obtained, the proceeds of the Debt Financing on or before the date terms and conditions described in the Debt Financing Commitment, including with respect to: (which shall be no later than five Business Days after it has been cleared by i) maintaining in effect the Securities Debt Financing Commitment and Exchange Commission complying with all obligations thereunder; (it being understood that Artistic will notify ADI of such clearance promptly)ii) negotiating, executing and delivering definitive agreements with respect to the Debt Financing (the "Mailing Date"“Debt Financing Agreements”) on which terms no less favorable than, and otherwise consistent with, the Proxy Statement terms and conditions contained therein; and (as defined iii) satisfying on a timely basis all conditions in the Merger Agreement) is scheduled to be mailed Debt Financing Commitment applicable to the stockholders Buyer’s obligations thereunder and complying with the terms thereof; provided that this covenant shall not require the Buyer to commence any Action against any of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such time. (b) the other parties to the Debt Financing Commitment or the definitive documentation for the Debt Financing, if any, with respect thereto. In the event that all conditions contained in the Debt Commitment Letter have been satisfied (or upon funding will be satisfied), the Buyer shall cause the Debt Financing Sources to fund the Debt Financing, but in no event will the Buyer be required to do so prior to the time the Closing is required to occur under the terms of this Agreement. In the event any portion of the Debt Financing provided for becomes unavailable on the terms and conditions contemplated in the Proposal Letters has become unavailable at or prior Debt Commitment Letter, the Buyer shall use its reasonable best efforts to arrange to obtain as promptly as practicable, on terms that are not less favorable to the Mailing DateBuyer than the Debt Financing contemplated by such Debt Commitment Letters, regardless as applicable, alternative sources of faultfinancing in an amount sufficient, ADI shall deliver when added to Artistic within 10 Business Days the portion of the Mailing DateDebt Financing that is available and the Buyer’s cash on hand, proposal, commitment or similar letters from others providing for to consummate the financing necessary for Transactions and pay any other amounts required to be paid in connection with the consummation of the transactions contemplated herebyTransactions and to pay all related fees and expenses (“Alternative Debt Financing”) and to obtain, on and, when obtained, to provide the Company with a copy of, a new financing commitment that provides for such Alternative Debt Financing (the “Alternative Debt Financing Commitment Letter”). For the purposes of this Agreement, the terms “Debt Commitment Letter” and subject “Fee Letter” shall be deemed to terms and conditions no less favorable include any Alternative Debt Financing Commitment Letter or any fee letter referred to ADI in such Alternative Debt Financing Commitment Letter (which such fee letters, for the avoidance of doubt, may be redacted in the aggregate than provided for in same manner as the Proposal Fee Letters. (c) During the period from the Mailing Date through the Closing Date, in the event that all or any portion of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to any Alternative Debt Financing arranged in compliance with this Section 9.7(a) (and any Debt Commitment Letter and Fee Letter remaining in effect at the time in question) and the term “Debt Financing” shall be deemed to include any such Alternative Debt Financing. (d) ADI intends that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunder.

Financing. (a) ADI Acquiror and Acquiror Sub shall deliver comply with all terms of the Commitment Letters and shall take all actions required on their part under the terms of the Commitment Letters, including without limitation, providing the Lenders with all information that they may request and entering into appropriate loan agreements or other agreements in order to Artistic on or before obtain the date (which shall be no later than five Business Days after it has been cleared by the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such timeFinancing. (b) In the event that (i) any Lender shall notify Acquiror or Acquiror Sub that it is withdrawing or terminating the Commitment Letters or that any of the conditions to the Financing in the Commitment Letters cannot be satisfied and will not be waived or (ii) Acquiror has agreed to any amendment to the Commitment Letters that establish additional conditions to the Lenders' obligations to provide the Financing or otherwise makes it more difficult for Acquiror to obtain the Financing (unless Holdings has agreed in writing that Acquiror can effect any such amendment) (each a "Funding Termination Event"), then Acquiror shall immediately notify Holdings of such Funding Termination Event. In the event all or any portion of the Financing provided becomes unavailable for in any reason under the Proposal Letters has become unavailable at or prior Commitment Letters, Acquiror shall use its commercially reasonable efforts to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date, in the event that secure all or any such portion of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate to Acquiror than provided for the terms contained in the Proposal Commitment Letters. ADI Acquiror shall keep Artistic promptly informed of all material developments with respect to immediately notify Holdings if any Lenders shall notify Acquiror or Acquiror Sub that it is amending the FinancingCommitment Letters. (d) ADI intends that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunder.

Financing. (a) ADI Notwithstanding anything contained in this Agreement to the contrary, Buyers acknowledge and agree that Buyers’ obligations hereunder are not conditioned in any manner upon Buyers obtaining any financing. The failure, for any reason, of Buyers to deliver sufficient funds to pay the Holdco Closing Consideration or the Operating Entity Closing Consideration on the Closing Date shall deliver to Artistic on or before constitute a willful and material breach of this Agreement. In addition, for the date (which shall be no later than five Business Days after it has been cleared by avoidance of doubt, Buyers acknowledge and agree that the Securities and Exchange Commission (it being understood that Artistic will notify ADI existence of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined any conditions contained in the Merger Agreement) is scheduled Debt Commitment Letters or the Debt Financing shall not constitute, nor be construed to be mailed constitute, a condition to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such time. (b) In the event that all or any portion of the Financing provided for in the Proposal Letters has become unavailable at or prior to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, . (b) Buyers shall use their commercially reasonable efforts to (i) arrange the Debt Financing on and subject to the terms and conditions described in the Debt Commitment Letters, (ii) enter into definitive agreements with respect thereto on the terms and conditions contained in the Debt Commitment Letters (on terms no less favorable to ADI the applicable Buyer), which agreements shall be in effect as promptly as practicable after the date hereof, but in no event later than the Closing, and (iii) consummate the Debt Financing no later than the Closing (it being understood that any bridge facility described in the aggregate than Debt Commitment Letters may be terminated or reduced in accordance with the terms of the applicable Debt Commitment Letter) provided for that (x) the Buyers will not, and will not permit their Affiliates to, consummate any debt or equity financing that reduces or terminates the bridge facility commitments prior to the Closing Date unless the proceeds thereof are held in the Proposal form of cash or temporary cash investments by the relevant Buyer until the Closing Date and (y) Holdco Buyer will not without Sellers consent permit the bridge facility commitment under the Debt Commitment Letter to be terminated because it has been reduced to $300 million unless Holdco Buyer delivers evidence to the Company that it has obtained substitute financing in an amount sufficient to permit Holdco Buyer to consummate the Transactions contemplated hereby. In the event that any portion of the Debt Financing becomes unavailable in the manner or from the sources contemplated in the Debt Commitment Letters, (A) Buyers shall promptly notify the Sellers and (B) Buyers shall use their commercially reasonable efforts to arrange to obtain any such portion from alternative sources, on terms that are not materially less favorable from the standpoint of Buyers than the terms set forth in the Debt Commitment Letters, as promptly as practicable following the occurrence of such event, including entering into definitive agreements with respect thereto (such definitive agreements entered into pursuant to the first or second sentence of this Section (b) being referred to as the “Financing Agreements”). Buyers shall (x) furnish to the Company complete, correct and executed copies of the Financing Agreements promptly upon their execution, (y) give the Company prompt notice of any material breach by any party of any of the Debt Commitment Letters, any alternative financing commitment or the Financing Agreements of which Buyers become aware or any termination thereof and (z) otherwise keep the Company reasonably informed of the status of Buyers’ efforts to arrange the Debt Financing (or any replacement thereof). (c) During The Company shall, at the period sole cost of Buyers, use its commercially reasonable efforts to, and shall cause its Subsidiaries and their respective Representatives to use their commercially reasonable efforts to, provide all cooperation in connection with the arrangement of such Debt Financing and any related financings described in the Debt Commitment Letters (the “Related Financings”) as may be reasonably requested by Buyers (provided that such requested cooperation does not unreasonably interfere with the business of the Company), including using commercially reasonable efforts to (i) participate in meetings, due diligence sessions, presentations, and sessions with rating agencies, (ii) assist with the preparation of materials for rating agency presentations, registration statements, confidential information memoranda and similar documents required in connection with the Debt Financing or Related Financings, (iii) furnish Buyers and the Financing Sources with financial and other pertinent information regarding the Company and its Subsidiaries including the Required Information, (iv) obtain customary accountant’s comfort letters and consents from the Mailing Date through the Closing Date, in the event that all or any portion of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments Company’s independent auditors with respect to the FinancingRequired Information; and (v) assist with the preparation of any pledge and security documents or other definitive financing documents and facilitating the pledging of collateral as may be reasonably requested by a Buyer, provided that no obligation or pledge of the Company or its Subsidiaries under any such document or agreement shall be effective until the Closing. (d) ADI intends that the terms Each Buyer shall indemnify, severally but not jointly, and conditions hold harmless Sellers and each of their respective directors, officers, managers, employees, stockholders, representatives and Affiliates, from and against any and all Losses suffered or incurred by them in connection with such Buyer’s arrangement of its portion of the Financing shall be no less favorable taken as a whole than those previously set forth Financing, any cooperation provided pursuant to this Section 6.19 and any information utilized in connection therewith, except in the Proposal Letters event such Losses arose out of or result from the gross negligence, fraud, willful misconduct or intentional misrepresentation of any Seller, any Company Entity or any replacement letterssuch directors, officers, managers, employees, stockholders, representatives and Affiliates. (e) Within fifteen (15) Business Days of the date hereof, Buyers shall provide to the Sellers written notice of any Debt Obligations of the Company Entities that Buyers plan to repay in full at the Closing (which shall include any Interim Debt Obligations). ADI shall The Company shall, at the sole cost of Buyers, use its best commercially reasonable efforts to, and shall cause its Subsidiaries and their respective Representatives to satisfy at or before use their commercially reasonable efforts to, provide commercially reasonable cooperation in connection with the Closing all conditions repayment of such Debt Obligations. Buyers’ acknowledge and agree that their obligations hereunder are not conditioned in any manner upon the Company obtaining consent under any Contract with respect to a Debt Obligation. For the transactions constituting avoidance of doubt Buyer shall bear (i) the Financing cost of obtaining any consents under Debt Obligations and to its drawing down the cash proceeds thereunder(ii) any prepayment and other related fees and expenses in connection with prepayment of Debt Obligations contemplated hereby.

Financing. (a) ADI The Purchaser shall deliver use its reasonable best efforts to Artistic take, or cause to be taken, all actions, and to cause, or cause to be done, all things, in each case reasonably necessary, proper or advisable to obtain and consummate the Financing as described in the Highly Confident Letter and, if applicable, the Equity Financing Letter, including using its reasonable best efforts to (i) negotiate in good faith and enter into definitive agreements with respect to the Loan Financing as soon as reasonably practicable and (A) on the terms and subject to the conditions reflected in the Highly Confident Letter, or (B) on such other terms that are acceptable in good faith to the Purchaser; (ii) if required to obtain sufficient funds to complete the transactions contemplated hereby, to negotiate in good faith and enter into one or more equity commitment agreements with respect to the Equity Financing on terms acceptable in good faith to the Purchaser; (iii) satisfy on a timely basis all conditions in the definitive agreements relating to the Loan Financing and, if applicable the Equity Financing (the “Financing Definitive Agreements”) and comply with the obligations thereunder applicable to the Purchaser and within its control; (iv) obtain such Third-Party consents as may be reasonably required to be obtained by the Purchaser in connection with the Financing, subject to the Seller’s compliance with Section 6.16(b) where applicable; and (v) upon the satisfaction or waiver of the conditions in the Financing Definitive Agreements, consummate the Financing on or before the date (which shall be no later than five Business Days after it has been cleared by the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed prior to the stockholders of Artistic true and correct copies of each Proposal Letter which Closing; provided, however, that, notwithstanding anything to the contrary contained herein, (1) the Purchaser shall be in full force and effect at such time. (b) In have the event that right to substitute other debt or equity financing for all or any portion of the Financing provided for from the same or alternative financing sources on terms and conditions reasonably acceptable to the Purchaser in good faith; and (2) the Purchaser shall not be required to, and the Purchaser shall not be required to cause any other Person to, commence, participate in, pursue or defend any Action against or involving any of the Purchaser’s lenders or investors or other Persons that have or may have agreed to provide any portion of, or otherwise with respect to, the Financing. The Purchaser shall provide the Seller with information on a current basis with respect to (i) the status of its negotiations with respect to definitive agreements relating to the Financing, (ii) satisfaction of all conditions in the Proposal Letters has become unavailable at or prior definitive agreements relating to the Mailing Financing and (iii) such other matters as the Seller may reasonably request relating to the status of the Financing. The Purchaser shall provide the Seller with an executed copy of each definitive credit agreement or equity commitment agreement relating to the Financing promptly following execution thereof in the forms as will be publicly disclosed, together with any other documents or attachments thereto to the extent they contain any material terms or conditions to the Financing not otherwise reflected in the definitive agreement. (b) During the period beginning on the date hereof and ending on the Closing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days upon the request of the Mailing DatePurchaser, proposalthe Seller shall, commitment or similar letters from others providing for and shall cause its Affiliates and Representatives to, cooperate reasonably with the Purchaser in connection with the Purchaser’s financing necessary for the consummation of the transactions contemplated hereby, on including by (i) providing customary information reasonably requested by the Purchaser relating to such financing; and subject (ii) making commercially reasonable efforts to terms obtain consents from Third Parties as reasonably necessary and conditions no less favorable taking such other actions as may reasonably be requested to ADI facilitate the granting of a security interest to the Purchaser’s lenders in the aggregate collateral as contemplated by the Loan Financing on the Closing Date; provided that (i) nothing herein shall require such cooperation from the Seller or any of its Subsidiaries to the extent that it would unreasonably interfere with the ongoing operations of the Seller and its Subsidiaries, and (ii) neither the Seller nor any of its Subsidiaries shall be required to expend any funds (other than provided for incidental amounts) or make any payment to any Third Party in the Proposal Lettersconnection with its compliance with this Section 6.16(b). (c) During Purchaser shall, promptly upon request of the period from Seller, reimburse the Mailing Date through Seller (and its Affiliates and Representatives, including the Closing DateCompany and its Subsidiaries) for all reasonable out-of-pocket costs incurred by the Seller, and its Affiliates and Representatives in connection with such cooperation. The Purchaser shall indemnify and hold harmless the event that Seller and its Affiliates and Representatives for and against any and all Losses suffered or any portion incurred by them in connection with the arrangement of the Financing provided for except to the extent such Losses arise from any breach or noncompliance by the Seller, the Company or its Subsidiaries of any covenant or agreement in this Agreement, or the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days gross negligence or willful misconduct of the date that such financing became unavailable, proposal, commitment Seller or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect Company or its Subsidiaries prior to the FinancingClosing. (d) ADI intends that Any information provided to the Purchaser or its Representatives in accordance with this Section 6.16 or otherwise pursuant to this Agreement shall be held by the Purchaser and its Representatives in accordance with, shall be deemed provided under, and shall be subject to the terms and conditions of of, the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunderConfidentiality Agreement.

Financing. (a) ADI Purchaser shall use its commercially reasonable efforts (taking into account the expected timing of the Marketing Period) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate the Financing on the terms and conditions described in the Commitment Letters to the extent necessary to consummate the Contemplated Transactions, including using commercially reasonable efforts to (i) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein or on other terms not materially less favorable, taken as a whole, with respect to the applicable Purchaser Entity as to conditionality than the terms provided in the Commitment Letters and (ii) to satisfy on a timely basis all conditions, and otherwise comply with all terms, applicable to the applicable Purchaser Entity in the Commitment Letters that are within its control (or, if deemed advisable by Purchaser, seek the waiver of conditions applicable to the applicable Purchaser Entity contained in such Commitment Letters). In the event any portion of the Financing necessary to consummate the Contemplated Transactions becomes unavailable on the terms and conditions contemplated in the Commitment Letters, Purchaser shall promptly notify Seller and shall use its commercially reasonable efforts to arrange to obtain any such portion from alternative sources on terms and conditions not materially less favorable to the applicable Purchaser Entity as those contained in the Debt Commitment Letters as promptly as practicable following the occurrence of such event. Purchaser shall deliver to Artistic Seller true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide Purchaser with any portion of the Financing and promptly provide Seller with such information it may reasonably request regarding any alternative financing arrangements or plans. Purchaser shall give Seller prompt notice of any material breach by any party to the Commitment Letters of which Purchaser has become aware or any termination of the Commitment Letters. Upon request from Seller, Purchaser shall keep Seller informed on a reasonably current basis of material developments relating to the Financing. Purchaser may agree to or before permit any amendment, supplement or other modification to be made to, or any waiver of any provision or remedy under, the Commitment Letters or the definitive agreements relating to the Financing and may obtain financing in substitution of all or a portion of the Financing so long as (x) Purchaser promptly provides Seller with such information as it may reasonably request in connection with any alternative financing arrangements or plans and (y) such amendment, supplement, modification or waiver (i) does not reduce the aggregate amount of the Financing below an amount, together with any available cash of Purchaser or the Genesis Companies, required to pay the Required Payment Amount (including by increasing the amount of fees to be paid or original issue discount as compared to such fees and original issue discount contemplated by the Debt Commitment Letter and related fee letters in effect on the date hereof unless the Debt Financing or the Equity Financing is increased by such amount and/or cash is otherwise available to fund such amount); (which ii) does not (A) impose new or additional conditions precedent to the Financing, or (B) otherwise adversely expand, amend or modify any of the conditions precedent to the Financing, in the case of clauses (A) and (B), in a manner that would reasonably be expected to prevent or materially delay the ability of Purchaser to consummate the Closing; or (iii) would not materially adversely impact the ability of Purchaser to enforce its rights against other parties to the Commitment Letters or otherwise to timely consummate the Contemplated Transactions. For purposes of this Agreement, references to “Financing” or “Debt Financing,” as applicable, shall be no later than five Business Days after it has been cleared include the financing contemplated by the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (Commitment Letters as defined in the Merger Agreement) is scheduled permitted to be mailed amended, modified, waived or replaced by this Section 5.11(a), and references to “Debt Commitment Letters” shall include such documents as permitted to be amended, modified, waived or replaced by this Section 5.11(a). Notwithstanding anything to the stockholders contrary in this Agreement, nothing contained in this Section 5.11 shall require, and in no event shall the commercially reasonable efforts of Artistic true and correct copies Purchaser be deemed or construed to require, Purchaser or any Affiliate thereof to (i) seek the Equity Financing from any source other than those counterparty to, or in any amount in excess of each Proposal that contemplated by, the Equity Commitment Letter, or (ii) pay any fees materially in excess of those contemplated by the Equity Commitment Letter which shall be in full force and effect at such timeor the Debt Commitment Letters. (b) In Prior to the event Closing, or as expressly provided in clause (iv) below, after the Closing, Seller shall use commercially reasonable efforts to, and shall cause Seller’s and the Company’s respective Representatives to, provide to Purchaser (which for all purposes of clauses (i) – (xi) of this Section 5.11(b) shall also be deemed to include each applicable Purchaser Entity) such cooperation as is reasonably requested by Purchaser and the Debt Financing Sources, other than as expressly provided in clause (iv) below, in connection with the Debt Financing (in each case at Purchaser’s sole cost and expense and provided, that all such requested cooperation does not unreasonably interfere with the ongoing operations of Seller and its Subsidiaries), including: (i) assisting in preparation for and participation in marketing efforts (including a reasonable number of lender meetings and calls), and participating in a reasonable number of meetings, drafting sessions, rating agency presentations, road shows and due diligence sessions (including accounting due diligence sessions) and sessions with existing and prospective lenders, investors and ratings agencies and assisting Purchaser in obtaining ratings as contemplated by the Debt Financing; (ii) assisting Purchaser and the Debt Financing Sources in the preparation of (A) a bank information memorandum, lender presentations and similar marketing documents for any of the Debt Financing, including the execution and delivery of customary representation letters in connection with bank information memoranda and reviewing and commenting on Purchaser’s draft of a business description and “Management’s Discussion and Analysis” of the Company’s financial statements to be included in marketing materials contemplated by the Debt Financing; and (B) materials for rating agency presentations; (iii) as promptly as reasonably practicable (A) furnishing Purchaser and the Debt Financing Sources and their respective Representatives with (x) the Required Financial Information and (y) such pertinent and customary (as compared to other transactions of this size and nature) information, to the extent reasonably available to Seller, the Company or any portion of their respective Subsidiaries, regarding the Company and its Subsidiaries as may be reasonably requested by Purchaser in order to consummate the Debt Financing and (B) informing Purchaser if Seller, the Company or their Subsidiaries shall have knowledge of any facts that would likely require the restatement of such financial statements for such financial statements to comply with GAAP; (iv) both before the Closing and, to the extent reasonably necessary to allow Purchaser or any of its Affiliates to comply with SEC requirements or consummate a securities offering after the Closing, Seller shall provide Purchaser and its representatives access to the books and records of the Financing provided for Genesis Companies and provide appropriate representations in connection with the Proposal Letters has become unavailable at or prior preparation of financial statements and other financial data of the Company and Seller shall request accountants’ consents in connection with the use of the Company’s financial statements in offering documents, prospectuses, Current Reports on Form 8-K and other documents to be filed with the SEC; (v) using commercially reasonable efforts to assist Purchaser in connection with the preparation of pro forma financial information and financial statements to the Mailing Dateextent reasonably required by the Debt Financing Sources to be included in any marketing documents related to the Financing; provided, regardless that neither Seller nor any of faultits Subsidiaries or Representatives shall be responsible in any manner for information relating to the proposed debt and equity capitalization that is required for such pro forma financial information; (vi) using commercially reasonable efforts to provide (x) monthly financial reports consistent with past practice, ADI shall deliver to Artistic (y) within 10 Business Days forty-five (45) days of the Mailing Dateend of each of the first three fiscal quarters of the fiscal year, proposalunaudited consolidated quarterly financial statements of the Company which have been “reviewed” by auditors in accordance with Statements on Auditing Standards 100, commitment and (z) within ninety (90) days of the end of each fiscal year, audited consolidated financial statements of the Company for such fiscal year; (vii) executing and delivering as of (but not before) the Closing any pledge and security documents, other definitive financing documents, or similar letters other certificates, customary (e.g., local counsel) legal opinions or documents as may be reasonably requested by Purchaser and otherwise facilitating the pledging of collateral (including cooperation in connection with the pay-off of existing Indebtedness to the extent contemplated by this Agreement and the release of related Financing Liens and termination of security interest, including obtaining customary and otherwise mutually acceptable pay-off letters, liens releases and instruments of discharge or releases to be delivered at the Closing); (viii) assisting Purchaser to obtain waivers, consents, estoppels and approvals from others providing other parties to material licenses, leases, encumbrances and Contracts relating to the Company and to arrange discussions among Purchaser, the providers of the Debt Financing and their respective Representatives with other parties to material licenses, leases, encumbrances and Contracts as of the Closing; (ix) taking all reasonable actions necessary to (A) permit the Debt Financing Sources to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the financing purposes of establishing collateral arrangements as of the Closing and to assist with other collateral audits and due diligence examinations and (B) establish bank and other accounts and blocked account agreements and lock box arrangements to the extent necessary for in connection with the Debt Financing; (x) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Purchaser and within the reasonable control of the Genesis Companies that are necessary or customary to permit the consummation of the transactions contemplated herebyDebt Financing, and to permit any proceeds thereof to be made available on the Closing Date to consummate the Contemplated Transactions; and (xi) providing all documentation and subject other information about the Company and its Subsidiaries, as reasonably requested by the Debt Financing Sources or Purchaser in connection with “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; provided, that: notwithstanding anything to terms and conditions no less favorable the contrary contained in this Agreement, (X) neither Seller nor any of its Affiliates shall be required to ADI (a) pay any commitment or other similar fee prior to the Closing, (b) incur any Liability of any kind (or cause their respective Representatives to incur any Liability of any kind) in connection with the Financing (in the aggregate case of the Genesis Companies, prior to the Closing), (c) enter into any agreement or commitment in connection with the Debt Financing that is not conditioned on the occurrence of the Closing and does not terminate without liability to the Company and its Subsidiaries upon failure of the Closing to occur in accordance with this Agreement, or (d) take any action that would (1) cause any representation or warranty in this Agreement to be breached, (2) cause any director, manager, agent, officer or employee of Seller, the Company, any of its Subsidiaries or any of their respective Affiliates or Representatives to incur any personal liability or (3) require Seller, the Company, any of its Subsidiaries or any of their respective Affiliates or Representatives to provide access to or disclose information that any of them determines would jeopardize any attorney-client privilege and (Y) no director or officer of Seller or any Subsidiary of Seller shall be required to execute any agreement, certificate, document or instrument with respect to the Financing that would be effective prior to the Closing. Purchaser shall promptly, upon request by Seller, reimburse Seller for all documented out-of-pocket costs or expenses incurred by Seller, any of its Affiliates, Subsidiaries and their respective Representatives in complying with their respective covenants pursuant to Section 5.11(d), Section 5.11(e) and this Section 5.11(b). Further, Purchaser shall indemnify and hold harmless Seller, its Subsidiaries and its and their respective directors, officers and other Representatives from and against any and all Liabilities, losses, damages, claims, costs, expenses interest, awards, judgments and penalties suffered or incurred by any of them in connection with the Financing or any alternative financing and any information utilized in connection therewith (other than any information provided in writing by or on behalf of Seller or any of its Subsidiaries specifically for use in connection with the Proposal LettersFinancing), in each case other than to the extent any of the foregoing arises from the bad faith, gross negligence or willful misconduct of, or material breach of this Agreement by, Seller or any of its Subsidiaries or their respective Affiliates and Representatives. The foregoing indemnification obligation shall survive Closing and any termination of this Agreement. (c) During Seller hereby consents to the period from the Mailing Date through the Closing Date, in the event that all or any portion use of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days logos of the date Company solely in connection with the Debt Financing; provided, that such financing became unavailable, proposal, commitment logos are used solely in a manner that is not intended to or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on reasonably likely to harm or disparage Seller or Seller’s reputation or goodwill and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments will comply with respect Seller’s usage requirements to the Financingextent made available to Purchaser prior to the date on which the Marketing Period commences. (d) ADI intends Seller shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to periodically update any Required Financial Information provided to Purchaser and each applicable Purchaser Entity as may be necessary so that such Required Financial Information is (i) Compliant, (ii) meets the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously applicable requirements set forth in the Proposal Letters or definition of “Required Financial Information” and (iii) would not, after giving effect to such update(s), result in the Marketing Period to cease to be deemed to have commenced. For the avoidance of doubt, Purchaser and each applicable Purchaser Entity may, to most effectively consummate the Financing, require the cooperation of Seller and its Subsidiaries under this Section 5.11 at any replacement letters. ADI shall use its best efforts time, and from time to satisfy at or before time and on multiple occasions, between the date hereof and the Closing all conditions (upon reasonable advance notice and, for meetings and discussions, at mutually convenient times); provided, that, for the avoidance of doubt, the Marketing Period shall not be applicable as to each attempt to access the markets. Seller shall timely file documents and other materials with SEDAR in accordance with applicable Law, to the transactions constituting extent such documents and other materials relate to the Financing and Company (Seller shall be deemed to its drawing down have “timely” filed any such documents or other materials if the cash proceeds thereunder.Company makes such filing on or prior to the fifth (5th) Business Day following the date such filing would otherwise have been due under applicable Law). If, in connection with any reasonable marketing effort contemplated by the Debt Commitment Letters, Purchaser reasonably determines to include in a customary marketing document information about the Company, which information would also com

Financing. (a) ADI shall deliver to Artistic on or before The Members acknowledge that as of the date (which shall be no later than five Business Days after it has been cleared by hereof the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed Properties are subject to the stockholders Existing Loans. The Administrative Member shall, subject to the provisions of Artistic true this Agreement, including Section 4.5(a)(2) hereof, cause the Company and correct copies the Property Owners to comply in all respects with the terms and provisions of each Proposal Letter which shall be in full force and effect at such timethe Existing Loans. (b) In Notwithstanding any other provision of this Agreement to the event that all contrary, the Blackstone Member shall have the unilateral and exclusive right, in its sole and absolute discretion, during the period in which voluntary prepayment is permitted under any Indebtedness and on or following the maturity of the Existing Loan or any portion other Indebtedness with respect to each Property, to cause the Company and/or the Property Owners to obtain one or more loans (any such loan and any amendment, extension, restatement, modification, restructuring and refinancing thereof shall be referred to as a “Financing”) which may be secured by one or more mortgage liens on the Properties and/or pledges of ownership interests in the Property Owners, provided that such Financing shall be a Qualified Financing; provided that the Blackstone Member shall only have the right to cause a voluntary prepayment of the Financing provided for in the Proposal Letters has become unavailable at or Existing Loans prior to maturity thereof if no penalty, premium or defeasance costs are payable in connection with such prepayment. The Members agree that they and their respective Affiliates as required by the Mailing DateLender of a Financing shall promptly provide such Lender with all information in its possession or readily obtainable relating to the Properties, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for Company and the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI Members which is reasonably requested by such Lender in the aggregate than provided for in the Proposal Lettersconnection with a Financing. (c) During In connection with the period from closing of any Financing, GPLP shall be required to provide in favor of the Mailing Date through Lender thereof any required (i) guaranty of customary non-recourse carveouts and (ii) environmental indemnity (collectively, the Closing Date“Glimcher Future Financing Guaranties”) in each case in such form and substance as is required by such Lender. In connection with the Glimcher Financing Guaranties, the Glimcher Member shall provide to such Lender all information in its possession or readily available with respect to the financial condition of the Glimcher Member which is requested by the Lender in connection with such Financing. As used herein, the term “Glimcher Financing Guaranties” shall mean (1) any Glimcher Future Financing Guaranties, and (2) the existing guaranty of recourse obligations executed by GPLP with respect to each Existing Loan. Notwithstanding the foregoing, in the event that all or any portion as of the closing of a Financing provided relating to any Property, the Property Management Agreement for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days such Property has been terminated and no Affiliate of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for Glimcher Member is then the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments property manager with respect to the such Property, GPLP shall not be required to provide any Glimcher Future Financing Guaranty in connection with such Financing. (d) ADI intends that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunder.

Financing. (a) ADI RMT Partner shall, and shall deliver cause its Subsidiaries to Artistic on or before (subject to RMT Partner’s right to obtain Permitted Alternative Financing), use reasonable best efforts to obtain the RMT Partner Financing as promptly as reasonably practicable after the date of this Agreement on the terms and conditions (which shall be no later than five Business Days after it has been cleared by the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)including market flex) (the "Mailing Date") on which the Proxy Statement (as defined contained in the Merger AgreementRMT Partner Commitment Letter. RMT Partner shall, and shall cause its Subsidiaries to, (subject to RMT Partner’s right to obtain Permitted Alternative Financing in accordance with the conditions herein) is scheduled use reasonable best efforts to be mailed to the stockholders of Artistic true (i) comply with and correct copies of each Proposal Letter which shall be maintain in full force and effect the RMT Partner Commitment Letter in accordance with the terms thereof and negotiate and execute definitive agreements with respect thereto, on the terms and conditions (including market flex) contained in the RMT Partner Commitment Letter (or on such other terms acceptable to RMT Partner and the applicable Financing Sources so long as such other terms would not (x) delay or prevent the Closing, (y) adversely impact or delay in any respect the likelihood of the funding of the RMT Partner Financing (or satisfaction of the conditions to obtaining the RMT Partner Financing) or (z) adversely impact the ability of RMT Partner to enforce its rights against the other parties to the RMT Partner Commitment Letter or the definitive agreements with respect thereto (in each case, in accordance with their terms) or the ability of RMT Partner to timely consummate the transactions contemplated hereby (the “RMT Partner Financing Agreements”)) and shall deliver to Remainco a copy thereof as promptly as reasonably practicable; (ii) satisfy or cause the satisfaction of all conditions in the RMT Partner Commitment Letter and the RMT Partner Financing Agreements that are within its control or, if necessary or deemed advisable by RMT Partner, seek the waiver of conditions applicable to RMT Partner and its Affiliates contained in the RMT Partner Commitment Letter and the RMT Partner Financing Agreements; (iii) in the event of a breach or purported breach thereof by the RMT Partner Financing Lenders, fully enforce its rights to funding under the RMT Partner Commitment Letter and the RMT Partner Financing Agreements; and (iv) draw upon and consummate the RMT Partner Financing (including by instructing the RMT Partner Financing Lenders and the other Persons providing the RMT Partner Financing to provide such RMT Partner Financing) prior to or substantially contemporaneously with the Merger. In the event any funds in the amounts set forth in the RMT Partner Commitment Letter or the RMT Partner Financing Agreements, or any portion thereof, become unavailable on the terms and conditions contemplated in the RMT Partner Commitment Letter or the RMT Partner Financing Agreements, or it becomes reasonably likely that such funds may become unavailable on the terms and conditions set forth therein (in each case other than on account of (A) any Permitted Alternative Financing having been obtained or (B) the commitments under the RMT Partner Commitment Letter being replaced with commitments set forth in the RMT Partner Financing Agreements), RMT Partner shall, and shall cause its Subsidiaries, to use reasonable best efforts to obtain as promptly as reasonably practicable any such portion from alternative sources, including, subject to Section 5.15(d) on terms that shall not expand the conditions or other contingencies to the funding, from those set forth in the RMT Partner Commitment Letter or reduce the committed amount, in an amount sufficient, when added to the portion of the RMT Partner Financing that is available, together with cash available to RMT Partner up to $15,000,000, to finance the RMT Partner Special Dividend (the “Alternative RMT Partner Financing”) and, when obtained, to provide promptly to Remainco a copy (with any fee letter redacted in a customary manner to the extent required by the applicable financing sources) of, a new financing commitment that provides for financing in an amount that is sufficient, when added to the portion of the RMT Partner Financing that is available, to finance the RMT Partner Special Dividend (the “Alternative RMT Partner Commitment Letter”); provided, however, that in no event shall RMT Partner be required to pay any fees or any interest rates applicable to the RMT Partner Financing materially in excess of those contemplated by the RMT Partner Commitment Letter or otherwise agree to other terms and conditions (including market flex) that are materially less favorable in the aggregate to RMT Partner than those in the RMT Partner Commitment Letter as in effect as of the date hereof. To the extent an Alternative RMT Partner Commitment Letter is obtained, the provisions in this Section 5.15(a) shall apply to such Alternative RMT Partner Commitment Letter. For the avoidance of doubt, if the RMT Partner Financing or the Alternative RMT Partner Financing, as applicable, is available and all conditions to Closing set forth in Articles VI and VII have been satisfied or waived or will be satisfied or waived at such timethe Closing, RMT Partner shall, subject to RMT Partner’s right to obtain Permitted Alternative Financing, use reasonable best efforts to take all actions necessary to incur the indebtedness provided under the RMT Partner Financing or the Alternative RMT Partner Financing, as applicable, to the extent necessary to fund the RMT Partner Special Dividend (if any). (b) Remainco shall, and shall cause its Subsidiaries to, (subject to Remainco’s right to obtain Permitted Alternative Financing), use reasonable best efforts to obtain the Remainco Financing as promptly as reasonably practicable after the date of this Agreement on the same terms and conditions (including market flex) contained in the Remainco Commitment Letter. Remainco shall, and shall cause its Subsidiaries to, (subject to Remainco’s right to obtain Permitted Alternative Financing in accordance with the conditions herein), use reasonable best efforts to (i) comply with and maintain in full force and effect the Remainco Commitment Letter in accordance with the terms thereof and negotiate and execute definitive agreements with respect thereto, on the terms and conditions (including market flex) contained in the Remainco Commitment Letter (or on such other terms acceptable to Remainco and the applicable financing sources so long as such other terms would not (x) delay or prevent the Closing, (y) adversely impact or delay in any respect the likelihood of the funding of the Remainco Financing (or satisfaction of the conditions to obtaining the Remainco Financing) or (z) adversely impact the ability of Remainco to enforce its rights against the other parties to the Remainco Commitment Letter or the definitive agreements with respect thereto (in each case, in accordance with their terms) or the ability of Remainco to timely consummate the transactions contemplated hereby (the “Remainco Financing Agreements”) and shall deliver to RMT Partner a copy thereof as promptly as reasonably practicable; (ii) satisfy or cause the satisfaction of all conditions in the Remainco Commitment Letter and the Remainco Financing Agreements that are within its control or, if necessary or deemed advisable by Remainco, seek the waiver of conditions applicable to Remainco and its Affiliates contained in the Remainco Commitment Letter and the Remainco Financing Agreements; (iii) in the event of a breach or purported breach thereof by the Remainco Financing Lenders, fully enforce its rights to funding under the Remainco Commitment Letter and the Remainco Financing Agreements; and (iv) draw upon and consummate the Remainco Financing (including by instructing the Remainco Financing Lenders and the other Persons providing the Remainco Financing to provide such Remainco Financing) prior to or substantially contemporaneously with the Distributions. In the event that all any funds in the amounts set forth in the Remainco Commitment Letter or the Remainco Financing Agreements, or any portion of the Financing provided for in the Proposal Letters has thereof, become unavailable at or prior to on the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions contemplated in the Remainco Commitment Letter or the Remainco Financing Agreements, or it becomes reasonably likely that such funds may become unavailable on the terms and conditions set forth therein (in each case other than on account of (A) any Permitted Alternative Financing having been obtained or (B) the commitments under the Remainco Commitment Letter being replaced with commitments set forth in the Remainco Financing Agreements), Remainco shall, and shall cause its Subsidiaries to, use reasonable best efforts to obtain as promptly as reasonably practicable any such portion from alternative sources, including, subject to Section 5.15(d) on terms that shall not expand the conditions or other contingencies to the funding, from those set forth in the Remainco Commitment Letter or reduce the amount committed, in an amount sufficient, when added to the portion of the Remainco Financing that is available, to finance the amount set forth in the Remainco Commitment Letter (the “Alternative Remainco Financing”) and, when obtained, to provide promptly to RMT Partner a copy (with any fee letter redacted in a customary manner to the extent required by the applicable financing sources) of a new financing commitment that provides for financing in an amount that is sufficient, when added to the portion of the Remainco Financing that is available, to finance the amount set forth in the Remainco Commitment Letter (the “Alternative Remainco Commitment Letter”); provided, however, that in no event shall Remainco be required to pay any fees or any interest rates applicable to the Remainco Financing materially in excess of those contemplated by the Remainco Commitment Letter or otherwise agree to other terms and conditions (including market flex) that are materially less favorable to ADI in the aggregate to Remainco than provided for those in the Proposal LettersRemainco Commitment Letter as in effect as of the date hereof. To the extent an Alternative Remainco Commitment Letter is obtained, the provisions in this Section 5.15(b) shall apply to such Alternative Remainco Commitment Letter. For the avoidance of doubt, if the Remainco Financing or the Alternative Remainco Financing, as applicable, is available and all conditions to Closing set forth in Articles VI and VII have been satisfied or waived or will be satisfied or waived at the Closing, Remainco shall, subject to Remainco’s right to obtain Permitted Alternative Financing, use reasonable best efforts to take all actions necessary to incur the indebtedness provided under the Remainco Financing or the Alternative Remainco Financing, as applicable. (c) During Remainco and Spinco shall, and shall cause their respective Subsidiaries to (subject to Spinco’s right to obtain Permitted Alternative Financing), use reasonable best efforts to obtain the period from Spinco Financing as promptly as reasonably practicable after the Mailing Date through date of this Agreement on the Closing Datesame terms and conditions (including market flex) contained in the Spinco Commitment Letter. Remainco and Spinco shall, and shall cause their respective Subsidiaries to (subject to Spinco’s right to obtain Permitted Alternative Financing in accordance with the conditions herein), use reasonable best efforts to (i) comply with and maintain in full force and effect the Spinco Commitment Letter in accordance with the terms thereof and negotiate and execute definitive agreements with respect thereto, on the terms and conditions (including market flex) contained in the Spinco Commitment Letter (or on such other terms acceptable to Spinco and the applicable Financing Sources so long as such other terms would not (x) delay or prevent the Closing, (y) adversely impact or delay in any respect the likelihood of the funding of the Spinco Financing (or satisfaction of the conditions to obtaining the Spinco Financing) or (z) adversely impact the ability of Spinco to enforce its rights against the other parties to the Spinco Commitment Letter or the definitive agreements with respect thereto (in each case, in accordance with their terms) or the event that all or any portion ability of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver Spinco to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of timely consummate the transactions contemplated hereby) (the “Spinco Financing Agreements” and, on together with the RMT Partner Financing Agreements and subject the Remainco Financing Agreements, the “Financing Agreements”) and shall deliver to terms and RMT Partner a copy thereof as promptly as reasonably practicable; (ii) satisfy or cause the satisfaction of all conditions no less favorable to ADI in the aggregate than provided for Spinco Commitment Letter and the Spinco Financing Agreements that are within its control or, if necessary or deemed advisable by Spinco, seek the waiver of conditions applicable to Spinco and its Affiliates contained in the Proposal LettersSpinco Commitment Letter and the Spinco Financing Agreements; (iii) in the event of a breach or purported breach thereof by the Spinco Financing Lenders, fully enforce its rights to funding under the Spinco Commitment Letter and the Spinco Financing Agreements; and (iv) draw upon and consummate the Spinco Financing (including by instructing the Spinco Financing Lenders and the other Persons providing the Spinco Financing to provide such Spinco Financing) prior to or substantially contemporaneously with the Distributions. ADI RMT Partner will pay in full any and all commitment fees, any other fees or any other amounts (other than indemnity claims, which shall keep Artistic promptly informed of all material developments with respect be governed by Section 5.15(f)) required to be paid pursuant to the Financing. terms of the Spinco Commitment Letter (dand any Alternative Spinco Commitment Letter) ADI intends that as and when they become due and payable (including, without limitation, any alternate transaction fees or similar fees set forth in the Spinco Commitment Letter or any Alternative Spinco Commitment Letter). In the event any funds in the amounts set forth in the Spinco Commitment Letter or the Spinco Financing Agreements, or any portion thereof, become unavailable on the terms and conditions contemplated in the Spinco Commitment Letter or the Spinco Financing Agreements, or it becomes reasonably likely that such funds may become unavailable on the terms and conditions set forth therein (in each case other than on account of (A) any Permitted Alternative Financing having been obtained or (B) the Financing shall be no less favorable taken as a whole than those previously commitments under the Spinco Commitment Letter being replaced with commitments set forth in the Proposal Letters or any replacement letters. ADI Spinco Financing Agreements), Remainco and Spinco shall, and shall cause their respective Subsidiaries to, in consultation with RMT Partner, use its reasonable best efforts to satisfy at obtain as promptly as reasonably practicable any such portion from alternative sources, including, subject to Section 5.15(d) on terms that shall not expand the conditions or before the Closing all conditions other contingencies to the transactions constituting funding, from those set forth in the Spinco Commitment Letter or reduce the amount committed, in an amount sufficient, when added to the portion of the Spinco Financing that is available, together with cash available to Spinco of up to $2,500,000 to fund the Cash Payment as contemplated by this Agreement and the Separation Agreement (the “Alternative Spinco Financing” and together with the Alternative RMT Partner Financing and the Alternative Spinco Financing, the “Alternative Financings”) and, when obtained, to its drawing down provide promptly to RMT Partner a copy of a new financing commitment that provides for financing in an amount that is sufficient, when added to the cash proceeds thereunder.portion of the Spinco Financing that is available, to fund the Cash Payment as contemplated by this Agreement and the Separation Agreement (the “Alternative Spinco Commitment Letter” and, together with the Alternative RMT Partner Commitment Letter and the Alternative Remainco Commitment Letter, the “Alternative Commitment Letters”); provided, however, that in no event shall Spinco be required to pay any fees or any interest rates applicable to the Spinco Financing materially in excess of those contemplated by the Spinco Commitment Letter or otherwise agree to other terms and conditions (including market flex) that are materially less favorable in the aggregate to Spinco than those in the Spinco Commitment Letter as in effect as of the date hereof. To the extent an Alternative Spinco Commitment Letter is obtained, the provisions in this Section 5.15(c) shall apply to such Alternative Spinco Commitment Letter. For the avoidance of doubt,

Financing. (a) ADI Purchaser shall deliver use its reasonable best efforts to Artistic on or before arrange and to consummate the date Debt Financing (which shall be no later than five Business Days after it has been cleared by or, at the Securities and Exchange Commission (it being understood that Artistic will notify ADI option of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined Purchaser, an equity offering in the Merger Agreement) is scheduled to be mailed to the stockholders lieu of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such time. (b) In the event that all or any portion of the Financing provided for Debt Financing) on the terms and conditions described in the Proposal Letters has become unavailable Financing Commitments, which shall include using its reasonable best efforts to (i) maintain in effect the Financing Commitments and to negotiate and execute definitive agreements with respect to the Debt Financing on terms that, when taken as a whole, are not materially less favorable, in the aggregate, to Purchaser than those contained in the Financing Commitments (including any “flex” provisions applicable thereto), which terms shall not in any material respect expand on the conditions to the Closing or to the funding at the Closing of the Debt Financing (the “Financing Agreements”), (ii) satisfy (or obtain a waiver of) on a timely basis all conditions in the Financing Commitments and the Financing Agreements that are to be satisfied by Purchaser and in its control and necessary to consummate the Debt Financing at or prior to the Mailing DateClosing, regardless of fault(iii) enforce its rights under the Financing Commitments and Financing Agreements, ADI shall deliver including through litigation pursued in good faith, (iv) consummate the Debt Financing at the Closing, including using reasonable best efforts to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date, in the event that all or conditions in the Financing Commitments are satisfied) cause the Financing Sources to fund the Debt Financing at the Closing and (v) comply with its obligations under the Financing Commitments. In the event any portion of the Debt Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, unavailable on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financing. (d) ADI intends that the terms and conditions contemplated in the Financing Commitments (including any “flex” provisions applicable thereto) and/or the Financing Agreements, or Purchaser becomes aware of any event or circumstance that would reasonably be expected to make any portion of the Debt Financing unavailable, Purchaser shall be no use its reasonable best efforts to arrange to obtain promptly, on terms that are not materially less favorable taken to Purchaser than the Debt Financing contemplated by such Financing Commitments (including any “flex” provisions applicable thereto) and/or Financing Agreements, as applicable, any such portion from alternative sources in an amount, when added to the portion of the Debt Financing that is available, equal to the amount of Debt Financing committed on the date hereof pursuant to the Financing Commitments (“Alternative Financing”) and to obtain, and, when obtained, to provide Seller with a whole than those previously copy of, a new financing commitment and related fee letter (which fee letter may be redacted as specified in the “Redacted Fee Letter” definition) that provides for such Alternative Financing (the “Alternative Financing Commitment Letter”); provided, that, after giving effect to any such Alternative Financing Commitment Letter and assuming the references therein to the Financing Commitments and Debt Financing are references to the Alternative Financing Commitment Letter and Alternative Financing, respectively, the representations and warranties of Purchaser set forth in Section 4.5 shall be true and correct in all material respects on and as of such date with the Proposal Letters same effect as though made on and as of such date. If applicable, other than in the immediately preceding sentence, any reference in this Agreement to “Debt Financing” shall include “Alternative Financing,” any reference to “Financing Commitments” or “Financing Commitment” shall include the “Alternative Financing Commitment Letter,” any replacement letters. ADI references to “Financing Sources” and “Financing Source” shall use its best efforts include the source of any “Alternative Financing” and any reference to satisfy at or before the Closing all conditions to the transactions constituting the “Financing and to its drawing down the cash proceeds thereunderAgreements” shall include any “Alternative Financing Agreements.”

Financing. (a) ADI Parent shall deliver use its reasonable best efforts to Artistic 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 contemplated by the Commitment Letter (or any Substitute Financing) on or before prior to the date Closing Date, including (which shall be no later than five Business Days after it has been cleared i) complying with its obligations under the Commitment Letter, (ii) negotiating and entering into definitive agreements with respect to the Financing on the terms and subject to the conditions contemplated by the Securities Commitment Letter (or with other terms and Exchange Commission conditions agreed by Parent, the Company and the Financing Sources), including, if necessary, any “market flex” provisions (it being understood such definitive agreements, including any such definitive agreements entered into in connection with any Substitute Financing, the “Financing Agreements”), (iii) satisfying (or, if deemed advisable by Parent, pursuing a waiver of) on a timely basis all the conditions to the Financing contemplated by the Commitment Letter and the Financing Agreements, in each case, within the control of Parent, (iv) complying with any “market flex” contemplated by the Commitment Letter (including the fee letter relating thereto) and the Financing Agreements and (v) if the Financing is necessary to consummate the transactions contemplated hereby and pay the Merger Amounts and the conditions set forth in Section 7.1 and Section 7.2 of this Agreement have been satisfied (other than those conditions that Artistic will notify ADI by their nature or terms, are to be satisfied at Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of such clearance promptly)conditions) (and the "Mailing Date") conditions set forth in Exhibit B to the Commitment Letter have been satisfied or upon funding would be satisfied, causing the Financing Sources to fund the Financing in accordance with its terms on which the Proxy Statement (as defined Closing Date in the Merger Agreement) is scheduled event the conditions set forth in Section 7.1 and Section 7.2 of this Agreement have been satisfied (other than those conditions that by their nature or terms, are to be mailed satisfied at Closing, but subject to the stockholders satisfaction or, to the extent permitted by applicable Law, waiver of Artistic true such conditions), and correct copies of the conditions to the Financing have been satisfied or, upon funding would be satisfied, in each Proposal Letter which shall be in full force case to the extent the Financing is needed to consummate the transactions contemplated hereby and effect at such timepay the Merger Amounts. (b) In Parent shall give the Company prompt written notice (i) of, to the Knowledge of Parent, any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any material breach or default) by any party to the Commitment Letter or any Financing Agreements, (ii) of, to the Knowledge of Parent, any withdrawal, repudiation or termination of the Financing by any Financing Sources, (iii) of, to the Knowledge of Parent, any material dispute or disagreement between or among the parties to the Commitment Letter or any Financing Agreements, (iv) of, to the Knowledge of Parent, any material amendment or modification of, or waiver under, the Commitment Letter or (v) if for any reason Parent believes in good faith that it will not be able to timely obtain all or any portion of the Financing provided for on the terms, in the Proposal Letters has become unavailable at manner or prior to from the Mailing Date, regardless of fault, ADI sources contemplated by the Commitment Letter or any Financing Agreements. Parent shall deliver to Artistic within 10 Business Days keep the Company informed on a reasonably current basis of the Mailing Datestatus of its efforts to arrange the Financing contemplated by the Commitment Letter, proposalincluding providing the Company complete, commitment correct and executed copies of (A) any material amendment, waiver or similar letters from others providing for the financing necessary for the consummation modification of the transactions contemplated herebyCommitment Letter (including all exhibits, on schedules and subject annexes thereto) or any commitment letter (including all exhibits, schedules and annexes thereto and fee letters, provided that fee letters may be in redacted form so long as such redaction does not cover terms that would adversely affect the conditionality, availability or termination of the Financing) with respect to terms any Substitute Financing or Replacement Financing and conditions no less favorable to ADI in (B) the aggregate than provided for in the Proposal LettersFinancing Agreements. (c) During Parent shall not agree to any termination, amendment or other modifications to the period from Commitment Letter without the Mailing Date through prior written consent of the Company if such termination, amendment or other modification (i) would reduce the aggregate amount of the Financing below the amount necessary to pay the Merger Amounts or (ii) would impose new or additional conditions or would otherwise modify any conditions or other terms to the Financing in a manner that would be reasonably likely to (A) materially delay or prevent the Closing Dateor (B) make the timely funding of the Financing or satisfaction of the Financing Conditions materially less likely to occur, other than, in each case, (1) a waiver of any closing conditions by any Financing Sources or their agent or (2) to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the event Commitment Letter as of the date hereof or to reassign titles to such parties who had executed the Commitment Letter as of the date hereof; provided, that Parent shall have the right to substitute other financing for all or any portion of the Financing provided for in from the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment same or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on alternative Financing Sources as set forth (and subject to terms the requirements) in this Section 6.14, without the Company’s prior written consent (except as otherwise required below). Upon any such amendment, modification or substitution (including with any Replacement Financing), the term “Commitment Letter” and conditions no less favorable to ADI “Financing Agreements” shall mean the Commitment Letter or Financing Agreement, as applicable, as so amended or modified; provided, that in the aggregate than provided for event the commitments under the Commitment Letter are reduced as a result of or in connection with any Replacement Financing, the Proposal Letters. ADI term “Financing” shall keep Artistic promptly informed of all material developments with respect be deemed to the include such Replacement Financing. (d) ADI intends that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunder.

Financing. (a) ADI shall deliver Buyer hereby agrees to Artistic work diligently and in good faith to complete the financing on the terms set forth in the Commitment as further described in Section 4.5. Buyer will duly pay any and all commitment and other fees required by, or before contemplated in connection with, the Commitment that become due after the date (which hereof and prior to the Closing. Buyer will keep Seller informed on a reasonably current basis in reasonable detail of the status of their efforts to arrange the financing and shall be no later than five Business Days after it has been cleared by the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled not permit any material adverse amendment or modification to be mailed made to, or any waiver of provisions governing the principal amount of financing or the conditions to consummation under the stockholders Commitment without the prior written consent of Artistic true and correct copies of each Proposal Letter Seller, which consent shall not be in full force and effect at such time. (b) unreasonably withheld. In the event that all or any portion of the Financing provided for in the Proposal Letters has become unavailable at or prior Buyer is unable to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for obtain the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date, in the event that all or any portion of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financing. (d) ADI intends that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters Commitment, Buyer shall use commercially reasonable efforts to obtain alternative financing with overall pricing, cost, timing and maturity terms that are no less favorable, and other terms that are no less favorable in any material respect, to Buyer than those contained in the Commitment. On the terms set forth in Section 5.3(a), Seller hereby agrees to use reasonable efforts to cooperate with Buyer in its efforts to arrange and obtain the financing on the terms set forth in the Commitment, or the alternative financing referenced above, if applicable by making its Books and Records and personnel and its auditors and advisors available to Buyer and its lenders upon Buyer's or such lenders' reasonable request, including by way of participation in meetings with prospective lenders and rating agencies at Buyers or such lender's reasonable request in connection with the syndication of the financing contemplated by the Commitment or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunderalternative financing, if applicable.

Financing. (a) ADI shall deliver ▇▇▇▇▇▇▇ agrees to Artistic on or before use, and to cause Parent and Purchaser to use, best efforts to complete the date (which shall be no later than five Business Days after it has been cleared transactions contemplated by the Securities Commitment Letters and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such timeEquity Commitment Letters. (b) In Without limiting the generality of the foregoing, in the event that all at any time funds are not or any portion have not been made available pursuant to the Commitment Letters so as to enable Purchaser to proceed with the Closing in a timely manner, each of ▇▇▇▇▇▇▇, Parent and Purchaser shall (i) use his or its best efforts to obtain alternative funding in an amount at least equal to the Financing Required Cash Amount on terms and conditions substantially comparable to those provided for in the Proposal Commitment Letters has become unavailable at or prior the Equity Commitment Letters, as applicable, or otherwise on terms reasonably acceptable to the Mailing Date▇▇▇▇▇▇▇, regardless of faultParent and Purchaser and (ii) shall continue to use his or its reasonable best efforts to take, ADI shall deliver or cause to Artistic within 10 Business Days of the Mailing Datebe taken, proposalall actions and to do, commitment or similar letters from others providing for the financing necessary for the consummation of cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Lettersby this Agreement. (c) During Following the period from date hereof, any amendment, modification, termination or cancellation of any of the Mailing Date through Transaction Financing or Equity Financing, or any information which becomes known to ▇▇▇▇▇▇▇, Parent, Purchaser or their respective affiliates which makes it unlikely that the Closing Date, Transaction Financing or Equity Financing will be obtained on the terms set forth in the event that all Commitment Letters or the Equity Commitment Letters, shall be promptly disclosed to the Special Committee. None of ▇▇▇▇▇▇▇, Parent or Purchaser or any portion of their respective affiliates will knowingly attempt, directly or indirectly, to induce or encourage the Lenders or other entities not to fund any of the Financing financing provided for in the Proposal Commitment Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Equity Commitment Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financing. (d) ADI intends that the terms and conditions Subject to completion of the Financing shall be no less favorable taken as a whole than those previously set forth in transactions contemplated by the Proposal Letters Equity Commitment Letters, ▇▇▇▇▇▇▇ agrees to provide, or any replacement letters. ADI shall use its best efforts cause one of his affiliates to satisfy at or before provide the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunderEquity Financing.

Financing. (a) ADI Parent and Merger Sub shall deliver use their respective reasonable best efforts to Artistic on take, or before cause to be taken, all actions, and to do, or cause to be done, all things necessary to consummate the Debt Financing or any Substitute Financing as promptly as practicable following the date of this Agreement (which shall be taking into account the Marketing Period) and in any event prior to the Acceptance Time, including using reasonable best efforts to (i) (A) maintain in effect the Debt Commitment Letter and comply with all of their respective obligations thereunder and (B) negotiate, enter into and deliver definitive agreements with respect to the Debt Financing reflecting the terms contained in the Debt Commitment Letter (including any Table of Contents fee letter flex provisions to the extent exercised) (or with other terms agreed by Parent and the Debt Financing Sources, subject to the restrictions on amendment of the Debt Commitment Letter set forth in Section 8.03(d)), so that such agreements are in effect no later than five Business Days after it has been cleared by the Securities Expiration Time and Exchange Commission (it being understood that Artistic will notify ADI ii) satisfy on a timely basis all the conditions of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined Debt Financing set forth in the definitive agreements related thereto that are applicable to Parent or Merger Agreement) is scheduled to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such timeSub. (b) In the event that all or any portion of the Financing provided for in Offer Conditions and the Proposal Letters has become unavailable at or Merger Conditions (other than any such condition that, by its nature, can be satisfied only immediately prior to the Mailing Acceptance Time or at the Closing, as applicable) have been satisfied or waived or, upon funding, shall be satisfied or waived, Parent and Merger Sub shall cause the Debt Financing Sources to fund, on the Closing Date, regardless of faultthe Debt Financing, ADI shall deliver to Artistic within 10 Business Days of the Mailing Dateextent the Marketing Period has ended and the conditions precedent to such funding have been satisfied (other than any such condition that, proposalby its nature, commitment can be satisfied only immediately prior to the Acceptance Time or similar letters from others providing for at the financing necessary for Closing, as applicable) and the consummation of proceeds thereof are required to consummate the Offer, the Merger and the other transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in shall enforce its rights under the aggregate than provided for in the Proposal LettersDebt Commitment Letter. (c) During Parent shall notify the period from Company promptly if, at any time prior to the Mailing Date through Closing, (i) the Closing DateDebt Commitment Letter expires or is terminated for any reason (or if any Person attempts or purports to terminate or repudiate the Debt Commitment Letter, whether or not such attempted or purported termination or repudiation is valid), (ii) Parent or Merger Sub obtains knowledge of any material breach or default (or any event or circumstance that, with or without due notice, lapse of time or both, would reasonably be expected to give rise to any material breach or default) by any party to the Debt Commitment Letter or any definitive document related to the Debt Financing of any provision of the Debt Commitment Letter or such definitive document, which material breach or default would reasonably be expected to cause the failure of a condition precedent to the funding of the Debt Financing or (iii) if at any time for any reason Parent or Merger Sub believes in the event good faith that it will not be able to obtain all or any portion of the Debt Financing provided for in necessary to fund the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver Required Amount at or prior to Artistic within 30 days of the date time that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for Closing is required to occur pursuant to the terms hereof. It is understood that it is not a condition to the consummation of the transactions contemplated hereby, on and subject Offer or the Merger to terms and conditions no less favorable to ADI in obtain the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the FinancingDebt Financing (or any alternative financing). (d) ADI intends Parent may amend, modify, terminate, assign or agree to any waiver under the Debt Commitment Letter without the prior written approval of the Company or any other Person; provided that Parent shall not, without Company’s prior written consent (which consent has been approved by the Special Committee), permit any such amendment, modification, termination, assignment or waiver to be made to any provision of or remedy under the Debt Commitment Letter that (i) reduces (or could have the effect of reducing) the amount of aggregate cash proceeds available from the Debt Financing such that the terms aggregate funds that would be available to Parent and conditions Merger Sub at the time of the Closing, together with other immediately available financial resources of Parent and Merger Sub, would not be sufficient to pay the Required Amount, (ii) imposes, or could reasonably be expected to impose, new or additional conditions or contingencies to the receipt of the Debt Financing shall necessary to fund the Required Amount, (iii) could reasonably be no less favorable taken expected to prevent or materially adversely impact the ability of Parent or Merger Sub to timely consummate the transactions contemplated by this Agreement on the date upon which the Closing is required to occur pursuant to the terms hereof, or (iv) materially adversely affect the ability of Parent or Merger Sub to enforce their rights against other parties to the Debt Commitment Letter or the definitive agreements relating to the Debt Financing as a whole than those previously so amended, replaced, supplemented or otherwise modified, relative to the ability of Parent and Merger Sub to enforce their rights against the other parties to the Debt Commitment Letter as in effect on the date hereof; provided, however, that, notwithstanding the foregoing, Parent and Merger Sub may modify, supplement or amend the Debt Commitment Letter to (x) add lenders, lead arrangers, bookrunners, syndication agents, other agents or similar entities that have not executed the Debt Commitment Letter as of the date hereof, (y) to increase the amount of funds available thereunder or (z) amend or modify the Debt Financing to implement any flex provisions set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunder.fee letters Table of Contents

Financing. Acquiror shall use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, as promptly as possible, all things necessary, proper or advisable to arrange and obtain the Financing on the terms and conditions described in the Commitment Letters (asubject to any flex provisions expressly set forth therein), including maintaining in effect the Commitment Letters and using reasonable best efforts to, as promptly as possible, (i) ADI shall deliver to Artistic on or before the date satisfy (which may include satisfaction by waiver) on a timely basis all conditions applicable to Acquiror obtaining the Financing set forth therein (including by consummating the Financing pursuant to the terms of the Equity Commitment Letter), (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Debt Commitment Letter (including any related flex provisions) or on other terms in the aggregate not materially less favorable to Acquiror, (iii) timely prepare the necessary offering documents or marketing materials with respect to the Debt Financing, (iv) commence the syndication activities contemplated by the Debt Commitment Letter and (v) consummate the Financing at or prior to Closing. Acquiror shall be give Sellers prompt written notice (and in any event no later than five three (3) Business Days after it has been cleared by following the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)relevant event) (the "Mailing Date"A) on of any material breach or default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to result in material breach or default) by any party to any Commitment Letter or other Debt Document of which the Proxy Statement Acquiror obtains knowledge, (as defined in the Merger AgreementB) is scheduled to be mailed to the stockholders of Artistic true if and correct copies of each Proposal Letter which shall be in full force and effect at such time. (b) In the event when Acquiror obtains knowledge that all or any portion of the Financing provided for contemplated by any Commitment Letter may not be available to consummate the transactions contemplated by this Agreement, (C) of the receipt of any written notice or other written communication from any Person with respect to any actual or potential material breach or default, termination or repudiation by any party to any Commitment Letter or other Debt Document, (D) if Acquiror reasonably believes in good faith it will not be able to obtain any portion of the Financing on the terms, in the Proposal Letters has become unavailable at manner and from the sources contemplated by any Commitment Letter (subject to any flex provisions expressly set forth therein) or prior the definitive agreements with respect thereto (such definitive agreements related to the Mailing Debt Financing, collectively, with the Debt Commitment Letter, the “Debt Documents”) and (E) of any termination of any Commitment Letter. Without limiting the obligation to provide such information without request as provided in the immediately preceding sentence, as soon as reasonably practicable, but in any event within two (2) Business Days after the date Sellers deliver Acquiror a written request, Acquiror shall provide any information reasonably requested by Sellers relating to any circumstance referred to in clauses (A) through (D) of the immediately preceding sentence. Without limiting the foregoing, Acquiror shall keep Sellers informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Financing and provide to Sellers executed copies of the Debt Documents (excluding any fee letters, engagement letters or other agreements that, in accordance with customary practice, are confidential by their terms) and copies of any of the written notices or communications described in the preceding sentence. If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the applicable Commitment Letter (including flex terms) and such portion is reasonably required to fund the Closing Purchase Price and all related fees and expenses required to be paid at the Closing in accordance with, and pursuant to, this Agreement, Acquiror shall, without limiting the obligations of Acquiror set forth in the immediately following sentence, use all reasonable efforts to arrange to obtain alternative financing, including from alternative sources, on terms in the aggregate not materially less favorable to Acquiror than the Financing contemplated by the applicable Commitment Letter (after giving effect to the flex provisions expressly set forth therein) (“Alternative Financing”) as promptly as practicable following the occurrence of such event and the provisions of this Section 6.6 and Section 11.14 shall be applicable to the Alternative Financing, and, for the purposes of Section 5.6, this Section 6.6, Section 9.2(c) and Section 11.14, all references to the Debt Financing shall be deemed to include such Alternative Financing, all references to the Debt Commitment Letter or other Debt Documents shall include the applicable documents for the Alternative Financing and all references to the Lenders shall include the Lenders party to the Alternative Financing. Acquiror shall (1) comply in all material respects with each Debt Document (including paying all fees as they become due thereunder), (2) enforce in all material respects its rights under each Debt Document, and (3) not permit, without the prior written consent of Seller, any material amendment or modification to be made to, or any material waiver of any provision or remedy under, any Debt Document or the fee letter referred to in the Debt Commitment Letter; provided, that no such consent shall be required if such amendment, modification or waiver that (individually or in the aggregate with any other amendments, modifications or waivers) would reasonably be expected not to (x) reduce the aggregate amount of the Financing under the Debt Documents (including by changing the amount of fees to be paid or original issue discount thereof) below the sum of the Closing Purchase Price and all related fees and expenses required to be paid at the Closing in accordance with, and pursuant to, this Agreement, after taking into account other sources of funds, including the Equity Commitment Letter and available cash of Acquiror on the Closing Date, regardless or (y) impose any new or additional condition, or otherwise amend, modify or expand any condition, to the receipt of fault, ADI shall deliver to Artistic within 10 Business Days any portion of the Mailing Financing in a manner that would reasonably be expected to (I) delay or prevent the Closing Date, proposal(II) make the funding of any portion of the Financing (or satisfaction of any condition to obtaining any portion of the Financing) less likely to occur or (III) adversely impact in any material respect the ability of Acquiror to enforce its rights against any other party to any Debt Document, commitment the ability of Acquiror to consummate the transactions contemplated hereby or similar letters from others providing for the financing necessary for likelihood of the consummation of the transactions contemplated hereby. Acquiror acknowledges and agrees that the obtaining of the Financing, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date, in the event that all or any portion Alternative Financing, is not a condition to Closing and reaffirms its obligation to consummate the transactions contemplated by this Agreement irrespective and independently of the availability of the Financing provided for in the Proposal Letters becomes unavailableor any Alternative Financing, regardless of fault, ADI shall deliver subject to Artistic within 30 days fulfillment or waiver of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financing. (d) ADI intends that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunderArticle VIII.

Financing. (a) ADI Buyers shall deliver use their reasonable best efforts to Artistic on or before (x) maintain in effect the date Financing Commitments and to satisfy the conditions to obtaining the Financing set forth therein (which shall be including, without limitation, by funding the equity contemplated by the Equity Financing Commitment), (y) enter into definitive financing agreements with respect to the Debt Financing (the "Debt Financing Agreement") so that the Debt Financing Agreement is in effect as soon as reasonably practicable but in any event no later than five the Closing Date and (z) consummate the Financing at or prior to Closing. Subject to the satisfaction or waiver of the conditions to Closing in Article V of this Agreement, Buyers agree to use the bridge facility contemplated by the Financing Commitments to cause the Closing to occur effective as of no later than October 31, 2004. Buyers shall keep IR reasonably informed of the status of the financing process relating thereto. IR shall cause the Sellers and its and their respective officers and employees to provide such cooperation as may be reasonably requested by Buyers in connection with the Debt Financing and any offering of debt securities privately or in a registered offering, including in connection with the preparation of "bank books", offering materials and similar documents and all other necessary cooperation in connection with the arrangement of any financing to be consummated contemporaneous with or at or after the Closing in respect of the transactions contemplated by this Agreement, including without limitation, participation in good faith in meetings, due diligence sessions, road shows, the preparation of offering memoranda, registration statements or other appropriate disclosure documents and the execution and delivery of underwriting, placement or similar agreements, whose effectiveness shall be conditioned on the closing of the transactions contemplated by this Agreement. If necessary in connection with the Debt Financing, in the event that Closing has not occurred due solely to the failure of one or more of the conditions to Closing in Article V to be satisfied or capable of being satisfied, and the Debt Financing shall not have been consummated, by November 9, 2004, IR shall provide to the Buyers on or prior to such date with an unaudited balance sheet of the Dresser-Rand Group and the Business Days after it has been cleared as of September 30, 2004 and the related unaudited statements of income and cash flows for the nine-month period ended September 30, 2004 (the "September Financial Statements"). (b) As reasonably requested by Buyers and necessary to the consummation of the Debt Financing, IR shall use commercially reasonable efforts to (i) to ensure that PWC will conduct a review of the Six-Month Financial Statements and the September Financial Statements, as the case may be, in accordance with SAS 100, and in a manner reasonably satisfactory to IR (the "SAS 100 Review") as soon as practicable following the delivery thereof, (ii) cooperate and assist Buyers in the preparation of data (including selected financial data and management discussion and analysis of financial statements) that the Securities and Exchange Commission would require in a registered offering in connection with the offering of securities of the type contemplated by the Debt Financing, (it being understood that Artistic will notify ADI iii) obtain from PricewaterhouseCoopers LLP "comfort" letters and updates thereof in customary form and covering the matters of such clearance promptly)the type customarily covered in "comfort" letters in connection with offerings of securities of the type contemplated by the Debt Financing and (iv) provide Buyers with documents reasonably requested by Buyers in order for Buyers to obtain title insurance and a current survey with respect to material Owned Real Property. All reasonable out-of-pocket costs and expenses incurred by IR or Sellers (including, without limitation, the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed to the stockholders fees and expenses of Artistic true and correct copies of each Proposal Letter Sellers' accountants, which shall be paid directly by Buyers) pursuant to this paragraph and in full force connection with any other Debt Financing matters shall be borne by Buyers, and effect shall be paid by Buyers to the party incurring such costs and expenses at such time. least one (b1) In the event that all or any portion of the Financing provided for in the Proposal Letters has become unavailable at or business day prior to the Mailing Date, regardless of fault, ADI shall deliver Closing so long as such party has provided reasonable documentation for such expenses at least five (5) days prior to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal LettersClosing. (c) During If, notwithstanding the period from the Mailing Date through the Closing Dateuse of reasonable best efforts by Buyers to satisfy its obligations under Section 6.19(a) and (b), in the event that all or any portion of the Financing provided Commitments or the Debt Financing Agreement expire or are terminated prior to the Closing, in whole or in part, for in any reason, Buyers shall (i) promptly notify IR of such expiration or termination and the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver reasons therefor and (ii) use its reasonable efforts promptly to Artistic within 30 days of the date that such arrange for alternative financing became unavailable, proposal, commitment or similar letters from others providing for to replace the financing necessary for the consummation of contemplated by such expired or terminated commitments or agreements, sufficient to consummate the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Lettersby this Agreement. ADI The Buyers shall keep Artistic promptly informed IR reasonably apprised of the status of all material developments with respect matters relating to the Financing. Financing and shall give IR prompt written notice of (di) ADI intends that the terms and conditions any material breach by any party of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters Commitments (or any replacement letters. ADI shall use its best efforts to satisfy at definitive agreements entered into pursuant thereto) or before the Closing all conditions (ii) any condition to the transactions constituting the funding under any such Financing and to its drawing down the cash proceeds thereunderCommitment becoming incapable of being satisfied.

Financing. (a) ADI Parent 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 consummate and obtain the Financing on the terms and conditions described in the Commitment Letter, including using reasonable best efforts to (i) maintain in effect the Commitment Letter, (ii) negotiate definitive agreements with respect thereto on terms and conditions contemplated by the Commitment Letter (or on terms which would not reasonably be expected to delay or prevent the Closing or make the funding of the Financing less likely to occur) and execute and deliver to Artistic the Company a copy thereof concurrently with such execution, (iii) satisfy on or before a timely basis all conditions in the date Commitment Letter and the definitive agreements for the Financing that are within Parent’s control and comply with its obligations thereunder and (which shall be no later than five Business Days after it has been cleared iv) enforce its rights under the Commitment Letter in the event of a breach by the Securities and Exchange Commission (it being understood Financing Sources that Artistic will notify ADI impedes or materially delays Closing, including seeking specific performance of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such time. (b) parties thereunder. In the event that all conditions to the Financing Sources’ obligations under the Commitment Letter have been satisfied or, upon funding will be satisfied, Parent and Merger Sub shall, except where Parent has available to it sufficient funding from any alternative financing, use their reasonable best efforts to cause the Financing Sources to fund on the Closing Date the Financing required to consummate the Merger and the other transactions contemplated by this Agreement (including by taking enforcement action, including seeking specific performance, to cause the Financing Sources to fund such Financing). Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter, provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter shall not (A) expand upon the conditions precedent to the Financing as set forth in the Commitment Letter or (B) prevent or impede or materially delay the consummation of the Merger and the other transactions contemplated by this Agreement. Without limiting the obligations of Parent under this Section 6.12 with respect to the Commitment Letter, it is understood and agreed that Parent intends to seek to substitute other financing for the Financing (such as the issuance of the “Notes,” as that term is used in the Commitment Letter) and it is agreed that Parent shall have the right to substitute other debt or equity financing for all or any portion of the Financing from the same or alternative financing sources. If the Financing under the Commitment Letter becomes unavailable in an amount such that Parent and Merger Sub will not be able to satisfy their obligations under this Agreement, Parent shall use its reasonable best efforts to obtain, as promptly as reasonably practicable, alternative financing from alternative financial institutions in an amount sufficient to consummate the transactions contemplated by this Agreement. Parent shall give the Company prompt written notice of any material breach by any party to the Commitment Letter or of any condition that would not be satisfied, in each case, of which Parent becomes aware or any termination of the Commitment Letter. Parent shall keep the Company informed on a reasonably prompt basis of the status of its efforts to arrange the Financing. (b) The Company agrees to provide, and shall cause its Subsidiaries, and shall use its reasonable best efforts to cause each of its and their Representatives, including legal, tax and accounting, to provide, at Parent’s sole expense, all reasonable cooperation in connection with the arrangement and obtaining of the Financing or any substitute or alternative financing (collectively with the Financing, the “Definitive Financing”) as may be reasonably requested by written notice provided for a reasonable time in advance to the Company by Parent (provided that such requested cooperation does not unreasonably interfere with the business or ongoing operations of the Company and its Subsidiaries), including using reasonable best efforts to (i) provide, as promptly as reasonably practicable, information relating to the Company and its Subsidiaries to the Financing Sources or the lenders and other financial institutions and investors that are or may become parties to the Definitive Financing and to any underwriters, initial purchasers and placement agents in connection with the Definitive Financing (the “Definitive Financing Sources”) (including (A) information to be used in the Proposal Letters has become unavailable at or prior preparation of a customary information package regarding the business, operations, financial condition, projections and prospects of the Company and its Subsidiaries customary for financings similar to the Mailing DateDefinitive Financing, regardless (B) within 15 days after the end of faulteach month, ADI shall deliver to Artistic within 10 Business Days unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of the Mailing DateCompany and its Subsidiaries, proposal(C) no later that 20 days after the end of each fiscal quarter of Parent, commitment updated forecasts, prepared by management of the Company, of balance sheets, income statements and cash flow statements for each period referenced in Section 2(a)(iii) of the Commitment Letter, and (D) the financial information regarding the Company and its Subsidiaries described in clauses (v) and (vi) of Annex II to the Commitment Letter) to the extent reasonably requested by Parent and/or the Definitive Financing Sources to assist in preparation of customary offering or information documents to be used for the completion of the Definitive Financing, (ii) cause its senior management and other appropriate employees of the Company to participate in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers for the Definitive Financing), presentations, road shows, drafting sessions, due diligence sessions (including accounting due diligence sessions) and sessions with the rating agencies, (iii) assist in the preparation of such documents and materials as may be reasonably required in connection with the Definitive Financing, including (A) any customary offering documents, private placement memoranda, bank information memoranda, Form 8-Ks, registration statements, prospectuses and similar documents (including historical and pro forma financial statements and information) for the Definitive Financing, and (B) materials for rating agency presentations, (iv) consent to the use of the Company’s and its Subsidiaries’ logos to the extent customary in connection with marketing the Definitive Financing; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries, (v) execute and deliver (or use reasonable best efforts to obtain from their advisors), and cause its Subsidiaries to execute and deliver (or use reasonable best efforts to obtain from their advisors), customary certificates (including with respect to solvency matters), accounting comfort letters (including consents of accountants for use of their reports in any materials relating to the Definitive Financing), legal opinions or other documents and instruments relating to guarantees and other matters ancillary to the Definitive Financing as may be reasonably requested by Parent as necessary and customary in connection with the Definitive Financing, (vi) assist in the preparation of and entering into one or more credit agreements and other loan documents, underwriting or note purchase agreements, indentures or other agreements; provided, however, that no obligation of the Company or any of its Subsidiaries under any such agreements or documents shall be effective until the Effective Time, (vii) use its reasonable best efforts, as appropriate, to have its independent accountants provide their reasonable cooperation and assistance, including using its reasonable best efforts to provide customary comfort letters to the underwriters in connection with the initial purchase of any securities in connection with the Definitive Financing and to provide customary consents to inclusion of their audit reports in registration statements of Parent, (viii) provide authorization letters to the Definitive Financing Sources authorizing the distribution of information to prospective lenders or investors and containing a representation to the Definitive Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Company or its Affiliates, (ix) use its reasonable best efforts to facilitate contact between the Definitive Financing Sources and the principal existing lenders of the Company, (x) cooperate reasonably with the Definitive Financing Sources’ due diligence investigation of the Company and its Subsidiaries, to the extent customary and reasonable and to the extent not unreasonably interfering with the business or operations of the Company, (xi) cooperate with Parent, if requested by Parent, to appoint Parent’s designees to the board of directors or similar letters from others providing governing bodies of the Subsidiaries of the Company, effective as of the Effective Time, for the financing purpose of taking corporate action related to the Definitive Financing as of the Effective Time, (xii) facilitating the pledging of collateral for the Definitive Financing, including using reasonable best efforts to take actions necessary to permit the Definitive Financing Sources to evaluate the Company’s and its Subsidiaries’ real property and current assets, cash management and accounting systems, policies and procedures for the purpose of establishing collateral arrangements and establishing, as of the Effective Time, bank and other accounts and blocked account agreements and lockbox arrangements in connection with the Definitive Financing, (xiii) using reasonable best efforts to obtain such consents, waivers, estoppels, approvals, authorizations and instruments which may be reasonably requested by Parent or Merger Sub in connection with the Definitive Financing, including customary payoff letters, lien releases, instruments of termination or discharge, legal opinions, appraisals, engineering reports, surveys, title insurance, landlord consents, waivers and access agreements, and (xiv) facilitating the consummation of the transactions contemplated herebyDefinitive Financing, on including cooperating with Parent and Merger Sub to satisfy the conditions precedent to the Definitive Financing to the extent within the control of the Company and its Subsidiaries, and taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Parent or Merger Sub to permit the consummation of the Definitive Financing and to permit the proceeds thereof to be made available to the Surviving Corporation immediately upon the Effective Time; provided that (A) none of the Company or any of its Subsidiaries shall be required to pay any fees (including commitment or other similar fees) or incur any other liability or expenses (unless promptly reimbursed by Parent) in connection with the Definitive Financing prior to the Effective Time, (B) nothing herein shall require such cooperation from the Company to the extent it would require the Company to waive or amend any terms of this Agreement and conditions no less favorable (C) Parent shall be responsible for the timely provision of any post-Closing pro forma cost savings, synergies, capitalization, ownership or other pro forma adjustments desired to ADI be incorporated into any pro forma financial information to be delivered by the Company pursuant to this Section 6.12. Parent shall, promptly upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred by the Company or its Subsidiaries in connection with such cooperation. Parent shall indemnify and hold harmless the aggregate Company, its Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them prior to the Effective Time in connection with the Definitive Financing or the arrangement of the Definitive Financing and any information utilized in connection therewith (other than provided for in historical information relating to the Proposal LettersCompany or its Subsidiaries), except to the extent such losses, damages, claims, costs and expenses result from the gross negligence or willful misconduct of the Company, any of its Subsidiaries or their respective Representatives. (c) During the period from the Mailing Date through the Closing Date, in In the event that the Commitment Letter is amended, replaced, supplemented or otherwise modified, in accordance with Section 6.12(a), or if Parent substitutes other debt or equity financing for all or any a portion of the Financing provided for Financing, each of Parent and the Company shall comply with its covenants in Sections 6.12(a) and (b) with respect to the Proposal Letters becomes unavailableCommitment Letter as so amended, regardless of faultreplaced, ADI shall deliver supplemented or otherwise modified or with respect to Artistic within 30 days of such other substitute financing to the date same extent that such financing became unavailable, proposal, commitment or similar letters from others providing for Parent and the financing necessary for the consummation of the transactions contemplated hereby, on and subject Company would have been obligated to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments comply with respect to the Financing. (d) ADI intends All non-public or otherwise confidential information regarding the Company obtained by Parent or its Representatives or any other Person pursuant to this Section 6.12 shall be kept confidential in accordance with the Confidentiality Agreement, except that Parent shall be permitted to disclose such customary and reasonable information to potential syndicate members during syndication, ratings agencies and the like in connection with the Definitive Financing as contemplated by this Section 6.12, subject to customary confidentiality undertakings by such potential syndicate members. (e) Parent and Merger Sub acknowledge and agree that the terms and conditions obtaining of the Definitive Financing shall be no less favorable taken as is not a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts condition to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunderClosing.

Financing. Purchaser shall (ai) ADI shall deliver use commercially reasonable efforts to Artistic ensure that the conditions described in the Commitment Letter are fulfilled on or before September 30, 2001 and (ii) promptly inform the date Company in writing (which shall be no later than five Business Days after it has been cleared by the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the a "Mailing DateFINANCING NOTICE") on which if at any time (A) the Proxy Statement (as defined in the Merger Agreement) is scheduled Commitment Letter ceases to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such time. effect, (bB) In Purchaser becomes aware of any fact, occurrence or condition that would cause the event that all Commitment Letter to be terminated or ineffective or any portion of the conditions therein not to be met, unless Purchaser reasonably believes that any such fact, occurrence or condition may be cured by Purchaser or waived by the lender thereunder within thirty (30) calendar days of the date on which Purchaser became aware of such fact, occurrence or condition, or (C) Purchaser believes that the funding pursuant to the Commitment Letter in the full amount of the Financing provided for in the Proposal Letters has become unavailable at or prior is not likely to occur. Notwithstanding anything to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI contrary contained in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Datethis Agreement, in the event that all or any portion of Purchaser is able to obtain Financing from a financing source other than pursuant to the Financing provided for Commitment Letter on terms at least as favorable and no more burdensome to the Company than the terms contained in the Proposal Letters becomes unavailableCommitment Letter, regardless Purchaser may terminate the Commitment Letter in favor of faulta new commitment letter and Financing from such new or alternative financing source (a "New Commitment Letter"), ADI provided that Purchaser shall deliver not have the right to Artistic within 30 days terminate the Commitment Letter in favor of the date that a New Commitment Letter if such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for termination would delay the consummation of the transactions contemplated herebyMerger past October 15, on and subject 2001. In the event that Purchaser shall terminate the Commitment Letter in favor of a New Commitment Letter, references in this Agreement to terms and conditions no less favorable the Commitment Letter shall be replaced with references to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments New Commitment Letter such that Purchaser's obligations with respect to delivering a Financing Notice shall apply to such New Commitment Letter, and in no event shall the Financing. (d) ADI intends that the terms and conditions replacement of the Financing Commitment Letter for a New Commitment Letter limit the Company's termination rights in Article X hereof. For the avoidance of doubt, any termination of the Commitment Letter in favor of a New Commitment Letter in accordance with Section 8.13 shall be no less favorable taken as not constitute a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunderbreach of this Agreement.

Financing. (a) ADI Each of Parent and Merger Sub shall deliver use, and cause its Affiliates to Artistic on use, its reasonable best efforts to take, or before the date (which shall be no later than five Business Days after it has been cleared by the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled cause to be mailed taken, all actions and to the stockholders of Artistic true do, or cause to be done, all things necessary, proper or advisable to consummate and correct copies of each Proposal Letter which shall be in full force and effect at such time. (b) In the event that all or any portion of obtain the Financing provided for in on the Proposal Letters has become unavailable at or prior to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI described in the aggregate than provided for Financing Commitments, including using (and causing their Affiliates to use) their respective reasonable best efforts to (i) satisfy, or cause their Representatives to satisfy, on a timely basis all conditions applicable to Parent, Merger Sub or their Representatives in the Proposal Letters. Financing Commitments, (cii) During cause the period from lenders and any other Persons providing the Mailing Date through Debt Financing (“Debt Financing Sources”) to fund the Closing Date, in Debt Financing at the event that all or any portion of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on Effective Time and (iii) subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financing. (d) ADI intends that the terms and conditions of the Equity Commitment Letter, cause the Equity Financing to be funded at the Effective Time. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitments, Parent and Merger Sub shall be no use their respective reasonable best efforts to arrange and obtain, as promptly as practicable following the occurrence of such event, alternative financing from alternative sources, on terms not in the aggregate less favorable taken as a whole to Parent and Merger Sub (and their Affiliates) than those previously set forth in the Proposal Letters Financing Commitments as in effect on the date of this Agreement, in an amount sufficient, when added to the portion of the Financing that is available, to consummate the transactions contemplated by this Agreement (the “Alternative Financing”); provided, that, notwithstanding anything to the contrary in this Section 6.8 or in any replacement lettersother provision of this Agreement, in no event shall Parent or Merger Sub be required to amend or waive any of the terms or conditions hereof. ADI Parent shall deliver to the Company as promptly as practicable (and no later than two (2) Business Days) after such execution, true and complete copies of all agreements or other arrangements pursuant to which any such alternative sources shall have committed to provide any such Alternative Financing (the “Alternative Financing Agreements”). (b) To the extent applicable and subject to the terms and conditions of this Agreement, Parent and Merger Sub shall use their respective reasonable best efforts to obtain the Alternative Financing on the terms and conditions described in the Alternative Financing Agreements. Each of Parent and Merger Sub shall use its reasonable best efforts to: (i) maintain in effect the Alternative Financing Agreements, (ii) satisfy on a timely basis all conditions in the Alternative Financing Agreements within its control, (iii) cause the financing sources for the Alternative Financing to fund the Alternative Financing at the Effective Time and (iv) enforce its rights under the Alternative Financing Agreements. (c) Neither Parent nor Merger Sub shall permit any amendment or modification to be made to, or consent to any waiver of any provisions or remedy under, the Financing Commitments, if such amendment, modification or waiver (i) reduces the aggregate amount of the Financing (including by changing the amount of fees to be paid or original issue discount) contemplated in the Financing Commitments (unless the Equity Financing or Debt Financing, as the case may be, is increased by an amount corresponding to such reduction), (ii) imposes new or additional conditions that would reasonably be expected to (x) prevent or materially delay the ability of Parent to consummate the Merger and the other transactions contemplated hereby or (y) adversely impact the ability of Parent or Merger Sub to enforce its rights against the other parties to the Financing Commitments. For purposes of clarification, the foregoing shall not prohibit Parent from amending the Facility Agreement to add additional lender(s) (and Affiliates of such additional lender(s)) as a party thereto. Parent shall not release or consent to the termination of the obligations of any party to provide the Financing under the Financing Commitments and, if applicable, the Alternative Financing Agreements. Parent shall give the Company notice promptly (i) upon becoming aware of any breach of any material provisions of, or termination by any party to, the Financing Commitments and, if applicable, the Alternative Financing Agreements or (ii) upon the receipt of any written or oral notice or other communication from any Person with respect to any threatened breach or threatened termination by any party to the Financing Commitments and, if applicable, the Alternative Financing Agreements. Parent shall keep the Company reasonably informed on a reasonably current basis of the status of Parent’s efforts to arrange any Alternative Financing, if applicable. (d) The Company shall, and shall cause its Affiliates to, and shall use its reasonable best efforts to satisfy at cause its Representatives to, use their reasonable best efforts to cooperate with Parent’s reasonable requests in connection with the arrangement, consummation, funding or before draw-down of the Closing all conditions Financing and, if applicable, the Alternative Financing Arrangements; provided that (i) the Company and its Subsidiaries shall not be required to pay or agree to pay any fees or reimburse any expenses or give any indemnities to any Person prior to the Effective Time and (ii) such cooperation by the Company or its Subsidiaries shall not be required to the extent such cooperation unreasonably interferes with the Company’s or its Subsidiaries’ ongoing operations. (e) All non-public or otherwise confidential information regarding the Company and its Subsidiaries obtained by Parent, Merger Sub, its Affiliates or their respective Representatives pursuant to this Section 6.8 shall be kept confidential in accordance with the terms of the Confidentiality Agreement. Parent and Merger Sub acknowledge and agree that the Company and its Affiliates and its and their respective Representatives shall not, prior to the Effective Time, incur any indebtedness to any person under any financing that Parent and Merger Sub may raise in connection with the transactions constituting the Financing and contemplated by this Agreement or any cooperation provided pursuant to its drawing down the cash proceeds thereunderthis Section 6.8.

Financing. (a) ADI Notwithstanding anything in this Agreement to the contrary, Purchaser acknowledges and agrees that the obtaining of the Financing is not a condition to Closing or the consummation of the Transaction, and that, irrespective and independently of the availability of the Financing, Purchaser shall deliver be obligated to Artistic on pay the Closing Purchase Price and meet all its financial obligations under this Agreement and the Ancillary Agreements, subject only to the satisfaction or before waiver of the conditions set forth in Article VII. (b) From the date of this Agreement until the Closing Date, Purchaser shall use its reasonable best efforts to, and shall cause its Affiliates to use their reasonable best efforts to, take or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to (which shall be i) consummate and obtain the Financing on the terms and conditions described in the Financing Documents, (ii) maintain in effect and comply, and if applicable cause its Affiliates to comply, with their respective obligations under the Financing Documents, (iii) enforce its rights, or cause its Affiliates to enforce their rights, under the Financing Documents and cause the Financing Sources to fund the Financing at or prior to Closing in accordance with their terms and conditions and (iv) no later than five Business Days after it has been cleared by the Securities Confirmation Date, satisfy or obtain the waiver of the Financing Conditions Precedent (other than the occurrence of the Unconditional Date and Exchange Commission Closing and satisfaction of the Relevant Certain Funds Conditions Precedent) (it being understood that Artistic will notify ADI nothing in this Agreement shall prevent Purchaser or any Purchaser Financing Party from seeking to obtain alternative financing for the Transaction on better market, credit, economic or legal terms than those terms described in the Financing Documents; provided, that no such alternative financing shall release Purchaser or any Purchaser Financing Party from consummating the Financing unless and until such alternative financing is funded on the Closing Date or funded into escrow in accordance with the escrow requirements set forth in clause (1) below). Purchaser shall not and shall not permit any of its Affiliates to amend, restate, modify, terminate, replace, or assign all or a portion of any Financing facilities (or commitments thereof) described in, or agree to any waiver of any provisions under, any Financing Document, in each case without the prior written consent of Seller, if such amendment, restatement, modification, termination, replacement, assignment or waiver (1) reduces the aggregate amount of the Financing (including by increasing the amount of fees to be paid) to an amount that is insufficient to consummate the Transaction (taking into account the available cash resources of Purchaser and its Affiliates to the extent funded at the time of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined reduction into an escrow account in the Merger Agreement) is scheduled name of the applicable Purchaser Financing Party with a reputable financial institution (presently expected to be mailed an affiliate of the Financing Sources) reasonably satisfactory to Seller (it being understood that Citibank, N.A., London Branch is reasonably satisfactory to Seller), that acts as escrow agent in international financial or capital markets in the ordinary course of its business, subject to the stockholders terms of Artistic true an escrow agreement customary for acquisition financings of a similar nature that is reasonably satisfactory to Seller and correct copies consistent with the terms of each Proposal Letter which shall be in full force the Financing Documents, solely for the purpose of funding the Transaction at Closing and effect at such time. with conditions for the release of the amounts therein no more onerous than the conditions applicable to the relevant facility under the Financing Documents), including the payment of all fees, premiums and expenses associated therewith, (b2) In imposes new or additional conditions or any contingencies or otherwise expands upon, amends or otherwise modifies any of the event that all or conditions to the receipt of any portion of the Financing provided for in the Proposal Letters has become unavailable at (including any amendment or prior to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date, in the event that all or any portion modification of the Financing provided for in Conditions Precedent or the Proposal Letters becomes unavailableRelevant Certain Funds Conditions Precedent), regardless (3) would or might reasonably be expected to prevent, impede or delay (x) the occurrence of fault, ADI shall deliver to Artistic within 30 days of Closing or (y) the date that such financing became unavailable, proposal, commitment satisfaction or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financing. (d) ADI intends that the terms and conditions waiver of the Financing Conditions Precedent (other than the occurrence of the Unconditional Date and Closing), (4) adversely impacts the ability of Purchaser or the Purchaser Financing Parties to enforce their rights against any other party to any Financing Document or (5) adversely impacts the ability of Purchaser, any Purchaser Financing Parties or any Purchasing Entity to consummate the Transaction; provided, however, that no such consent from Seller shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters required for any amendment, restatement, modification, termination, replacement, assignment or waiver of any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunder.Document that

Financing. (a) ADI Buyer shall, and shall deliver cause its Affiliates to, use its reasonable best efforts to Artistic on take, or before the date (which shall be no later than five Business Days after it has been cleared by the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled cause to be mailed taken, all actions and to the stockholders of Artistic true do, or cause to be done, all things necessary to issue publicly offered tax-exempt and correct copies of each Proposal Letter which shall be in full force and effect at such time. (b) In the event that all or any taxable bonds to fund a portion of the Financing provided for Purchase Price (the “Financing”). The net cash proceeds from the Financing, together with available cash of Buyer, will be sufficient to consummate the proposed transaction, including the payment of any fees and expenses of or payable by Buyer in the Proposal Letters has become unavailable at or prior to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for connection with the consummation of the transactions contemplated herebyby this Agreement. During the period prior to the Closing and at Buyer’s sole cost and expense, on Seller shall use its commercially reasonable efforts to provide to Buyer all cooperation reasonably requested by Buyer in connection with the Financing, including: (a) providing such financial and subject other operational information regarding the Assets as Buyer shall reasonably request in order to terms consummate the Financing, including all information, financial statements and conditions no less favorable financial and operational data regarding the Seller Entities and the Acquired Companies and of a type and form customary for financings similar to ADI the Financing; (b) assisting in preparation of a management’s discussion and analysis of the aggregate than provided for Seller Entities’ and Acquired Companies’ results of operations to be included in the Proposal Letters. a preliminary official statement; and (c) During providing customary authorization and representation letters in connection with the period from the Mailing Date through the Closing Date, in the event that all or any portion preparation and distribution of the Financing provided for confidential information memorandum. Seller and its representatives shall be given a reasonable opportunity to review and comment on any materials, documents or memoranda to be distributed in connection with the Proposal Letters becomes unavailableFinancing, regardless of faultand Buyer shall give due consideration to any comments proposed by Seller or its representatives. Buyer shall indemnify and hold harmless Seller and its representatives from and against any and all liabilities, ADI shall deliver to Artistic within 30 days losses, damages, claims, third-party costs and expenses, interest, awards, judgments and penalties suffered or incurred in connection with any aspect or arrangement of the date that such financing became unavailableFinancing, proposal, commitment or similar letters from others providing for and any information utilized in connection therewith (other than the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the FinancingFinancial Statements). (d) ADI intends that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunder.

Financing. (a) ADI The Buyer shall deliver use its reasonable best efforts to Artistic on (i) satisfy all conditions applicable to the Buyer in the Debt Provider Letter; and (ii) consummate the Debt Funding at or before prior to the date (which shall be no later than five Business Days Closing. Immediately after it has been cleared this Agreement is executed and delivered by the Securities Parties, the Buyer shall trigger the call provisions under the Debt Provider Letter, provide all applicable notices thereunder and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled take any and all other actions required to be mailed taken by the Buyer thereunder to call the Buyer Debt Provider to contribute the requisite amount of its commitment to the stockholders Buyer sufficient (when taken together with other sources of Artistic true funds immediately available to the Buyer) to enable the Buyer to pay the Purchase Price and correct copies of each Proposal Letter which shall be in full force any and effect at such timeall Transaction Expenses payable by the Buyer pursuant to this Agreement and the Ancillary Documents. (b) In the event that all or any portion of the Financing provided for in Debt Funding becomes unavailable on the Proposal Letters has become unavailable at or prior to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI contemplated in the aggregate than provided for Debt Provider Letter, the Buyer shall use its reasonable best efforts to obtain any such unavailable portion from alternative sources on comparable or more favorable terms to the Buyer (as determined in the Proposal Lettersreasonable good faith judgment of the Buyer) as promptly as practicable following the occurrence of such event. The Buyer shall promptly provide the Seller with the documentation evidencing such alternative sources of financing and shall give the Seller prompt notice (but in any event within two (2) Business Days) of any material breach by any party to the Debt Provider Letter or any termination of the Debt Provider Letter. The Buyer shall keep the Seller informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange for replacement financing, if necessary, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Debt Provider Letter (or any replacement thereof) without first consulting with the Seller or, if such amendment or modification would or would be reasonably expected to prevent, delay or hinder the Buyer’s ability to consummate the Transactions, without first obtaining the Seller’s prior written consent (which consent shall not be unreasonably withheld). (c) During For the period from avoidance of doubt, if the Mailing Date through Buyer fails to obtain the Closing DateDebt Funding contemplated by the Debt Provider Letter, in the event that all or any portion alternative financing, the Buyer shall continue to be obligated to perform its obligations under this Agreement, including this Section 5.06, and to consummate the Stock Purchase, the Asset Purchase and the other Transactions on the terms contemplated hereby (subject only to satisfaction or waiver of the Financing provided for conditions set forth in the Proposal Letters becomes unavailableSections 7.01 and 7.02, regardless of faultas applicable). The Parties hereby agree and acknowledge that, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financing. (d) ADI intends that the terms and conditions Buyer’s obligations pursuant to this Section 5.06, time is of the Financing essence. Notwithstanding anything to the contrary in this Agreement, there shall be no less favorable taken as a whole than those previously set forth in cure period for any breach by the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunderBuyer of this Section 5.06.

Financing. Prior to the Closing, the Sellers shall use their reasonable best efforts to provide in a timely manner to the Buyer or its Financing Sources, and shall use their reasonable best efforts to cause their senior management and representatives, including legal and accounting representatives, to provide to the Buyer, in each case at the Buyer’s sole expense, all cooperation reasonably requested by the Buyer or its Financing Sources that is necessary in connection with the arrangement of any financing to be obtained by the Buyer in connection with any debt financing that the Buyer may elect to pursue in connection with the transactions contemplated by this Agreement (the “Financing“), including (a) ADI shall deliver to Artistic on or before furnishing the date (which shall Buyer and its Financing Sources as promptly as practicable with financial and other pertinent information regarding the Sellers as may be no later than five Business Days after it has been cleared reasonably requested by the Securities Buyer or its Financing Sources and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed customary for financings similar to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such time. Financing; (b) In participating in a reasonable number of meetings in connection with the event Financing; (c) delivery of customary authorization letters, confirmations and undertakings; (d) preparation and delivery as promptly as practicable to the Buyer and its Financing Sources of the information and deliverables required in connection with the Financing; (e) requesting that their independent accountants cooperate with the Financing; and (f) facilitating the pledging of collateral (including obtaining any payoff letters and other cooperation in connection with the repayment or requirement of existing indebtedness and the release and termination of any and all related Liens); provided, that nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Sellers. The Sellers shall not be required to take any action that would subject them to actual or potential liability, to bear any cost or expense (other than reasonable out-of-pocket costs) or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with the Financing or any portion of the Financing provided for in the Proposal Letters has become unavailable at or foregoing prior to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date, in the event that all or any portion of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financing. (d) ADI intends that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunder.

Financing. (a) ADI Parent shall, and shall deliver cause its Affiliates to, take, or cause to Artistic on be taken, all actions, and to do, or before cause to be done, all things necessary to consummate the Financing or any Substitute Financing as promptly as possible following the date hereof, including (which shall be 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 five Business Days after it has been cleared the Offer 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 Securities Commitment Letter (or any fee letter relating thereto), to the extent deemed necessary under the Commitment Letter and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)v) (enforcing its rights under the "Mailing Date") on which the Proxy Statement (as defined Commitment Letter in the Merger Agreement) is scheduled event of a breach by the Financing Parties that could reasonably be expected to be mailed to impede or delay the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such time. (b) Offer Closing. In the event that all conditions to the Commitment Letter have been satisfied (other than the consummation of the Offer) or, upon funding shall be satisfied, Parent and its Affiliates shall use their reasonable best efforts to cause the Persons providing the Financing (the “Financing Parties”) to fund on the Offer Closing Date the Financing, to the extent the proceeds thereof are required to consummate the Offer, the Merger and the other transactions contemplated hereby (including by taking enforcement action to cause the Financing Parties to fund such Financing if the conditions to funding set forth in the Commitment Letter are satisfied). Parent shall, after obtaining knowledge thereof, give the Company 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 Parent or Purchaser to believe that it will not be able to timely obtain all or any portion of the Financing provided for on the terms, in the Proposal Letters has become unavailable at manner or prior from the Financing Parties or sources contemplated by the definitive documents related to the Mailing Date, regardless of fault, ADI Financing. Parent shall deliver to Artistic within 10 Business Days keep the Company informed on a reasonably current basis of the Mailing Datestatus of its efforts to arrange the Financing contemplated by the Commitment Letter, proposalincluding providing copies of all definitive agreements related to the Financing. Neither Parent nor its Affiliates shall amend, commitment modify, terminate, assign or similar agree to any waiver under the Commitment Letter or any related fee letters from others providing for without the financing necessary for the consummation prior written approval of the 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), (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) materially delay or prevent or make less likely the funding of the Financing (or satisfaction of the conditions to the Financing) on the Offer Closing Date or (2) materially adversely impact the ability of Parent or Purchaser, 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, or (III) make it less likely that the Financing would be funded (including by making the conditions to obtaining the Financing less likely to occur) or otherwise prevent or delay or impair in any material respect the ability or likelihood of Parent to timely consummate the Offer and the Merger and the other transactions contemplated hereby; provided that notwithstanding the foregoing, Parent may modify, supplement or amend the Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date hereof). 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 6.17, 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. Parent shall promptly deliver to the 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 Parent on and subject to the terms and conditions no set forth therein, Parent shall, and shall cause its Affiliates, as promptly as practicable following the occurrence of such event to (x) notify the Company in writing thereof, (y) obtain substitute financing (on terms and conditions that are not materially less favorable to ADI Parent and Purchaser, taken as a whole, than the terms and conditions as set forth in the aggregate than provided Commitment Letter, taking into account any “market flex” provisions thereof) sufficient to enable Parent to consummate the Offer and 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 the Company true, complete and correct copies of the new commitment letter and the related fee letters (in redacted form reasonably satisfactory to the Proposal LettersPersons providing such Substitute Financing removing only the fee information) and related definitive financing documents with respect to such Substitute Financing. Upon obtaining any commitment for any such Substitute Financing, such financing shall be deemed to be a part of the “Financing” and any commitment letter for such Substitute Financing shall be deemed the “Commitment Letter” for all purposes of this Agreement. (b) Parent shall pay, or cause to be paid, as the same shall become due and payable, all fees and other amounts that become due and payable under the Commitment Letter or the related fee letters. (c) During Notwithstanding anything contained in this Agreement to the period from contrary, Parent expressly acknowledges and agrees that Parent’s and Purchaser’s obligations hereunder are not conditioned in any manner upon Parent or Purchaser obtaining the Mailing Financing, any Substitute Financing or any other financing. The failure, for any reason, of Parent and Purchaser to have sufficient cash available on the Offer Closing Date through to pay the consideration in the Offer or the Merger Consideration in accordance with Articles II and III or the failure to so pay the consideration in the Offer on the Offer Closing Date or the Merger Consideration on the Closing Date, Date in the event that all or any portion of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments accordance with respect to the Financing. (d) ADI intends that the terms and conditions of the Financing Offer and this Agreement, as applicable, in each case, shall be no less favorable taken as constitute a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI breach of this Agreement by Parent and Purchaser. (d) The Company shall, and shall cause each of its Subsidiaries to, and shall use its reasonable best efforts to satisfy cause its and their Representatives to, provide to Parent such customary cooperation, at Parent’s sole expense, as may be reasonably requested by Parent to assist Parent in causing the conditions in the Commitment Letter to be satisfied and such customary cooperation as is otherwise reasonably requested by Parent solely in connection with obtaining the Financing (provided in all cases that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), which reasonable best efforts shall include: (i) causing its management team, with appropriate seniority and expertise, including its senior executive officers, and external auditors to assist in preparation for and to participate in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies, in each case, upon reasonable notice; (ii) using reasonable best efforts to assist with the timely preparation of customary rating agency presentations, road show materials, bank information memoranda, credit agreements, prospectuses and bank syndication materials, offering documents, private placement memoranda and similar documents customarily required in connection with the Financing, including the marketing and syndication thereof, provided, that any such bank information memoranda, prospectuses and bank syndication materials, offering documents, private placement memoranda and similar documents shall contain disclosure and pro forma financial statements reflecting the Surviving Corporation and/or its Subsidiaries as the obligor; (iii) furnishing Parent and Purchaser and the Financing Parties, promptly following Parent’s or before Purchaser’s request, with all Required Information, and using commercially reasonable efforts to assist Parent and Purchaser with Parent’s and Purchaser’s preparation of pro forma financial information and projections; (iv) using reasonable best efforts to assist Parent and Purchaser in obtaining corporate and facilities ratings in connection with the Financing; (v) reasonably cooperating to permit the prospective lenders involved in the Financing to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements to the extent customary and reasonable for asset-based lending facilities and otherwise reasonably facilitating the grant of a security interest in collateral and providing related lender protections (such grant to be subject to and only effective upon occurrence of the Effective Time); (vi) furnishing Parent and the Financing Parties promptly, and in any event at least five Business Days prior to the Closing all conditions Date (to the transactions constituting extent requested within 10 Business Days prior to the Closing Date), with all documentation and other information required by Governmental Entities with respect to the Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act; (vii) taking all corporate actions, subject to the occurrence of the earlier of the Offer Closing Date or the Effective Time, reasonably requested by Parent to permit the consummation of the Financing; provided that none of the boards of directors (or equivalent bodies) of the Company and its drawing down subsidiaries shall be required to enter into any resolutions or take similar action approving the cash proceeds thereunderFinancing; (viii) executing and delivering any customary pledge and security documents, credit agreements, ancillary loan documents and customary closing certificates and documents (in each case, subject to and only effective upon occurrence of the Effective Time) and assisting in preparing schedules thereto as may be reasonably requested by Parent or Purchaser (including delivery of a solvency certificate of the chief financial officer of the Company in substantially the form contemplated by the Commitment Letter (as in effect on the date hereof)); (ix) providing customary authorization letters authorizing the distribution of information to prospective lenders and containing a customary representation to the Financing Parties for the Financing that such information does not contain a material misstatement or omission and containing a representation to the Financing Parties that the public side versions of such documents, if any, do not include material non-public information about the Company and its subsidiaries or its or their securities; (x) using commercially reasonable efforts to cause accountants to consent to the use of their reports in any material relating to the Financing; (xi) assisting with the execution, preparing and delivering of original stock certificates and original stock powers to the Financing Parties (including providing copies thereof prior to the Closing Date) on or prior to the Closing Date; and (xii) using commercially reasonable efforts to assist in the preparation of any customary offering documents in connection with the Financing, including, to the extent reasonably available, providing all financial statements and other data reasonably required to be included therein, and all other data (including selected financial data) that the SEC would require in a registered offering or that would be necessary for an investment bank to receive customary “comfort” (including “negative assurance” comfort) from independent accountants in connection with a registered offering by the Company. (e) Notwithstanding anything to the contrary contained in this Agreement (including this Section 6.17): (i) nothing in this Agreement (including this Section 6.17) shall require any such cooperation to the extent that it would (A) require the Company or its Representatives, as applicable, to waive or amend any terms of this Agreement or agree to pay any commitment or other fees or reimburse any expenses that are not contingent upon the Effective Time or incur any liability or give any indemnities that are not contingent upon the Effective Time, (B) unreasonably interfere with the ongoing business or operations of the Company and its subsidiaries, (C) require the Company or any of its subsidiaries to take any action that will conflict with or violate the Company’s or any of its subsidiaries’ charter documents, any Laws or result in the contravention of, or that would reasonably be expected to result in a violation or breach of, or default under, any Contract to which the Company or any of its subsidiaries is a party, (D) require the Company or any of its subsidiaries to enter into or approve any financing or purchase agreement for the Financing prior to the Effective Time, (E) result in any significant interference with the prompt and timely discharge of the duties of any of the Company’s executive officers, (F) result in the Company or any of its subsidiaries incurring any liability with respect to any matters relating to the Financing prior to the Effective Time (other than with respect to authorization letters referred to above); (G) result in any officer or director of the Company or any of its subsidiaries incurring personal liability with respect to any matters relating to the Financing; or (H) require the Company or any of its Subsidiaries to provide any information the disclosure of which is prohibited or restricted under applicable Law or is legally privileged; (ii) no action, liability or obligation (including any obligation to pay any commitment or other fees or reimburse any expenses) of the Company, its subsidiaries, or any of their respective Representatives under any certificate, agreement, arrangement, document or instrument relating to the Financing (other than a customary authorization letter) shall be effective until (or that is not contingent upon) the Effective Time; and (iii) none of the Company, its subsidiaries, or any of their respective Representatives shall have any liability or incur any losses, damages or penalties with respect to the Financing or any marketing materials, presentations or disclosure documents in connection therewith in the event the Offer Closing Date or Closing does not occur. (f) Parent shall (i) promptly upon request by the Company, reimburse the Company, on a quarterly basis, for all of its reasonable and documented out-of-pocket fees and expenses (including reasonable and documented out-of-pocket attorneys’ fees) incurred by the Company and its Representatives in connection with any cooperation contemplated by this Section 6.17 and (ii) indemnify the Company, its Subsidiaries and its and

Financing. (a) ADI Parent shall deliver use its reasonable best efforts to Artistic take or cause to be taken all actions and to do or cause to be done all things necessary, proper or advisable to (i) maintain in effect the Commitment Letters/Agreement and arrange and obtain the Debt Financing and the Investor Financing on or before the date (which shall be no later than five Business Days after it has been cleared by the Securities terms and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined conditions described in the Merger AgreementCommitment Letters/Agreement (or on terms no less favorable in any material respect to Parent); (ii) is scheduled to be mailed to negotiate, finalize and enter into definitive agreements with respect thereto on the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such time. (b) In the event that all or any portion of the Financing provided for in the Proposal Letters has become unavailable at or prior to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable in any material respect to ADI any Parent Party than contained in the aggregate Commitment Letters/Agreement; (iii) satisfy on a timely basis all conditions in such definitive agreements that are within its control applicable to Parent; (iv) consummate the Debt Financing and the Investor Financing no later than provided for the Closing Date and (v) in the Proposal Lettersevent all conditions to the Debt Financing or the Investor Financing have been satisfied or waived, enforce its rights under the Debt Commitment Letter and the Investor Agreement to the extent available in the event of a breach by the applicable Financing Sources. (cb) During The Parent Parties shall not agree to any amendments or modifications to, or grant any waivers of, any condition or other provision under the period from Commitment Letters without the Mailing Date through prior written consent of the Company if such amendments, modifications or waivers would reduce or would reasonably be expected to reduce the aggregate amount of the applicable Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing) below the amount necessary to consummate the Merger and the other transactions contemplated by this Agreement when taken together with other cash on hand of the Parent Parties or other sources of cash to become available to the Parent Parties on the Closing DateDate (including, if applicable, any Alternative Financing), impose new or additional conditions or otherwise expand, amend or modify any of the conditions under the Commitment Letters/Agreement that would be reasonably likely to (i) prevent, delay or impair the ability of the Parent Parties to consummate the Merger and the other transactions contemplated by this Agreement or (ii) adversely impact the ability of the Parent Parties to enforce their rights against the other parties to the Commitment Letters/Agreement. The Parent Parties shall not release or consent to the termination of the obligations of the Lender under the Debt Commitment Letters, except in each case for (I) assignments and replacements of an individual Lender under the terms of, and only in connection with, the syndication of the Debt Financing pursuant to the Debt Commitment Letters or (II) replacements of the Debt Commitment Letters with alternative financing commitments pursuant to this Section 6.16(b) (an "Alternative Financing"). In the event that all or any portion of the Debt Financing provided for (x) becomes unavailable or (y) would reasonably be expected to become unavailable in the Proposal Letters becomes unavailablemanner or from the sources contemplated in the Debt Commitment Letters, regardless (i) Parent shall promptly notify the Company and (ii) in the case of faultsubclause (x), ADI the Parent Parties shall deliver use their respective reasonable best efforts to Artistic within 30 days arrange and obtain, and to negotiate and enter into finance commitments and definitive agreements with respect to, an Alternative Financing from alternative financial institutions in an amount sufficient to consummate the Merger and the other transactions contemplated by this Agreement when taken together with other cash on hand of the date that such financing became unavailableParent Parties or other sources of cash to become available to the Parent Parties on the Closing Date (including, proposalif applicable, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to any other Alternative Financing) upon terms and conditions no less favorable in all material respects, taken as a whole, to ADI the Parent Parties than those in the aggregate Debt Commitment Letters as in effect on the date of this Agreement, as promptly as practicable following the occurrence of such event (and, in any event, no later than provided for in the Proposal Lettersexpiration of the Marketing Period). ADI Parent shall keep Artistic promptly informed (x) furnish to the Company complete, correct and executed copies of all material developments the definitive documents with respect to the Debt Financing promptly upon their execution, (y) give the Company prompt notice of any breach or default by any party to any of the Commitment Letters/Agreement or any Alternative Financing commitment with respect to the Debt Financing or any termination thereof or any material dispute or disagreement between or among any parties to the Commitment Letters/Agreement with respect to the obligation to fund the Financing or the amount of the Financing to be funded at Closing and (z) otherwise keep the Company reasonably informed on a reasonably current basis in reasonable detail of the status of Parent's efforts to arrange the Financing (or any replacement thereof) and all material developments concerning the status thereof. Notwithstanding anything contained in this Agreement to the contrary, the Parent Parties acknowledge and agree that its obligations hereunder are not subject to or conditioned in any manner on the Parent Parties obtaining any financing (including the Financing). (c) Prior to the Closing, the Company shall use its reasonable best efforts to provide, and shall cause the Company Subsidiaries to use reasonable best efforts to provide, such cooperation as is reasonably requested by Parent in connection with the arrangement of the Financing (provided, that such requested cooperation does not (w) interfere unreasonably with the business or operations of the Company and the Company Subsidiaries, (x) require the Company or any Company Subsidiaries to take any action that would conflict with or violate any applicable Law, any of the Organizational Documents of the Company or any Company Subsidiaries or any Material Contract, (y) cause any representation or warranty in this Agreement to be breached by the Company or any Company Subsidiaries or (z) result in any director, manager, employee, officer, accountants, legal counsel or other representatives of the Company or any Company Subsidiaries incurring any actual or potential personal liability), including by using reasonable best efforts to: (i) participate in a reasonable number of meetings (including meetings with prospective lenders and investors), presentations, road shows, drafting sessions and due diligence sessions, including using reasonable best efforts to coordinate direct contact between senior management and the independent auditors of the Company and the Company Subsidiaries, on the one hand, and the actual and potential lenders or investors, on the other hand (which may include one-on-one meetings with potential lenders or investors), and sessions with rating agencies, in each case at reasonable times and locations and with reasonable advance notice, (ii) furnish to Parent as promptly as reasonably practicable (A) the Required Information in a form so that such Required Information (I) is Compliant and (II) meets the applicable requirements set forth in the definition of "Required Information" and (B) such other pertinent and customary information regarding the Company and the Company Subsidiaries as may be reasonably requested by Parent to the extent that such information is required in connection with the Commitment Letters/Agreement to consummate the Financing (provided, that neither the Company nor any Company Subsidiaries shall be required to prepare or deliver (x) any financial statements other than the financial statements included in the definition of "Required Information" or provide any financial information or other information that does not relate to the Company or the Company Subsidiaries, (y) any pro forma financial information or pro forma financial statements or any projections or other information relating to (I) the proposed Financing or any fees or expenses relating thereto or to the Merger, (II) any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other adjustments desired to be incorporated into any information used in connection with the Financing or (III) any financial information relating to the Parent Parties or any of their Affiliates), (iii) cause the independent auditors of the Company and the Company Subsidiaries to (A) reasonably cooperate with Parent in connection with the Financing, including by providing customary "comfort letters" (including "negative assurance" comfort) and (B) to provide customary assistance with the due diligence activities of Parent and the Financing Sources and the preparation of the documents referred to in clauses (iv) and (v) below, including any pro forma financial statements to be included therein, and customary consents to the use of audit reports in any disclosure and marketing materials relating to the Financing and related government filings, (iv) provide upon the reasonable request of Parent such information reasonably required to prepare a customary confidential information memorandum (including a version that does not include material non-public information) and other customary materials reasonably required to complete the syndication, including a customary authorization letter, (v) assist Parent in the preparation of (A) customary materials for rating agency and investor presentations (including "roadshow" or investor meeting slides), registration statements, offering memoranda, prospectuses, private placement memoranda, and other customary marketing materials and (B) definitive documentation for the Financing, including any certificates and schedules related thereto, and otherwise reasonably assist in facilitating the provision of guarantees and pledging of collateral contemplated by the Debt Financing, (vi) provide at least three (3) Business Days prior to the Closing Date, all documentation and other information as is required by applicable "know your customer" and anti-money laundering rules and regulations including the USA PATRIOT Act and the beneficial ownership regulations pursuant to 31 C.F.R. §1010.230 and is reasonably requested by Parent at least ten (10) Business Days prior to the Closing Date and (vii) notwithstanding anything to the contrary in Section 6.2(f), ensure that prior to the Closing Date there will be no competing issues, offerings, placements, arrangements or syndications of debt securities or commercial bank or other credit facilities by or on behalf of the Company and the Company Subsidiaries, being offered, placed or arranged without the written consent of the Debt Financing Sources. (d) ADI intends that Notwithstanding anything in this Agreement to the terms and conditions of contrary, (i) neither the Financing Company nor any Company Subsidiary shall be no less favorable taken as a whole than those previously required to pay any commitment or other fee or incur any other liability or obligation (except for the obligations set forth in Section 6.16(c)) in connection with the Proposal Letters Financing prior to the Closing, (ii) no obligation of the Company or any replacement letters. ADI Company Subsidiary under any document, certificate or instrument executed pursuant to Section 6.16(c) shall use its best efforts to satisfy at or before be effective until the Closing all conditions or be effective if the Closing does not occur, (iii) neither the Company nor any Company Subsidiary shall be required to execute or deliver or have any liability or obligation under any loan agreement or any related document or any other agreement or document (including any certificates, legal opinions or pledge or security documents) or any other action requested hereunder related to the transactions constituting Financing prior to the Closing, except for the customary authorization letter referenced in Section 6.16(c)(iv), and (iv) neither the Company nor any Company Subsidiary shall be required to provide access to or disclose any information or document except in accordance with Section 6.3. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable and documented costs and expenses (including reasonable attorneys' fees) incurred by the Company or any Company Subsidiary or any of their respective representatives in connection with the cooperation of the Company and their Affiliates contemplated by Section 6.16(c). All non-public or other confidential information provided by the Company or its representatives pursuant to Section 6.16(c) will be kept confidential in accordance with the Confidentiality Agreement, except that Parent will be permitted to disclose such information to any Financing Sources or prospective Debt Financing Sources and other financial institutions and investors that may become parties to the Financing and to any underwriters, initial purchasers or placement agents in connection with the Financing (and, in each case, to their respective officers, employees, representatives and advisors) or ratings agencies as contemplated by the Debt Commitment Letters so long as such information shall be kept confidential by them in accordance with customary confidentiality protections. (e) The Company hereby consents to the inclusion of the Financial Statements, the Unaudited Interim Financial Statements and the Required Information, as applicable, prior to the Closing in connection with the Financing in (i) any registration statement filed by EWS in connection with an offering or exchange of securities on Form S-1, Form S-3 or Form S-4 (or any successor forms) under the Securities Act in compliance with the requirements of Regulation S-X and Regulation S-K, as applicable, and (ii) any prospectuses, private placement memoranda, lender and investor presentations, offering documents, bank information memoranda, rating agency presentations and similar documents customarily used in connection with the Financing, including, any customary "offering memoranda" in connection with a debt securities offering, whether public or private. (f) The Company shall, and shall cause the Company Subsidiaries to, reasonably cooperate with EWS to permit EWS and its drawing down Affiliates to prepare such unaudited pro forma financial statements for the cash proceeds thereunderCompany and the Company Subsidiaries for such time periods as required by the Exchange Act, the rules and regulations of the SEC or any rule or regulation of any securities exchange upon which the securities of EWS are listed or traded and as may be determined by EWS or the Financing Sources to be required or appropriate in connection with the Financing. Without limiting the generality of the foregoing, the Company shall, and shall cause the Company Subsidiaries to, at EWS's sole cost and expense, (i) provide EWS and its accountants with reasonable access during normal business hours to financial and other information reasonably requested by EWS in connection with the preparation of such financial statements, including access to work papers of the Company, the Company Subsidiaries and their respective accountants reasonably requested by EWS in connection therewith and (ii) provide reasonable assistance to EWS and its accountants in the preparation of such financial statements.

Financing. (a) ADI Parent and the Purchaser shall deliver use their commercially reasonable efforts to Artistic take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letter, including using commercially reasonable efforts to (a) maintain in effect the Debt Commitment Letter and negotiate and enter into definitive agreements with respect to the Debt Financing on the terms and conditions reflected in the Debt Commitment Letter or before on other terms reasonably acceptable to Parent and the date Purchaser, (which b) satisfy on a timely basis all material conditions applicable to Parent and the Purchaser in such definitive agreements that are within their control, (c) consummate the Debt Financing at such time or from time to time as is necessary for Purchaser to satisfy its obligations under this Agreement (d) enforce its rights under the Debt Commitment Letter; provided, however, that Parent or Purchaser shall be have the right to substitute alternative financing for the Debt Commitment Letter with a different letter or a letter from alternative lenders so long as such substitute letter is subject to financing conditions that are at least as favorable to Parent and Purchaser as the financing conditions set forth in the Debt Commitment Letter. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter for any reason, Parent and the Purchaser shall use their commercially reasonable efforts to obtain alternative financing on terms no later less favorable to Purchaser than five Business Days after it has been cleared by the Securities and Exchange Commission Debt Financing from alternative sources (it being understood that Artistic will notify ADI “Alternative Financing”) as promptly as practicable following the occurrence of such clearance promptly)) (event. For the "Mailing Date") on which avoidance of doubt, Parent’s and the Proxy Statement (as defined in Purchaser’s obligation to consummate the Offer, the Merger Agreementand the other transactions contemplated by this Agreement are not (and shall not be) is scheduled subject to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such timeany financing condition. (b) In the event that all or any portion period between the date of this Agreement and the Financing provided for Effective Time, upon request of Parent, the Company shall, and shall use commercially reasonable efforts to cause its Subsidiaries, and its and their Affiliates and Representatives to, reasonably cooperate with Parent in the Proposal Letters has become unavailable at or prior to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the connection with its financing necessary for the consummation of the transactions contemplated herebyin this Agreement, on including using commercially reasonable efforts to (i) participate in meetings and subject road shows, if any; (ii) provide information reasonably requested by Parent relating to terms and conditions no less favorable to ADI such financing; (iii) assist in the aggregate than provided preparation of offering memoranda, private placement memoranda, prospectuses and similar documents of Parent; and (iv) obtain the consent of, and customary comfort letters from, Ernst & Young, LLP (including by providing customary management letters and requesting legal letters to obtain such consent) if necessary or desirable for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date, in the event that all or any portion Parent’s use of the Financing provided Company’s financial statements. Parent shall promptly, upon request by the Company, reimburse the Company for all documented out-of-pocket expenses incurred by the Company or its Affiliates or Representatives in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that connection with such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financingcooperation. (d) ADI intends that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunder.

Financing. (a) ADI Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Purchaser’s obligations hereunder are not conditioned in any matter upon Purchaser obtaining any financing. The failure, for any reason, of Purchaser to deliver sufficient funds to pay the Initial Purchase Price on the Closing Date shall deliver to Artistic on or before constitute a willful and material breach of this Agreement. In addition, for the date (which shall be no later than five Business Days after it has been cleared by avoidance of doubt, Purchaser acknowledges and agrees that the Securities and Exchange Commission (it being understood that Artistic will notify ADI existence of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined any conditions contained in the Merger Agreement) is scheduled to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such time. (b) In the event that all Commitment Letters or any portion of the Financing provided for in the Proposal Letters has become unavailable at or prior shall not constitute, nor be construed to the Mailing Dateconstitute, regardless of fault, ADI shall deliver a condition to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby; it being acknowledged, however, that the foregoing does not impact the rights of the Parties to rely on and subject the conditions to the Closing set forth in this Agreement. (b) Purchaser shall use its reasonable best efforts to (i) arrange the Bridge Financing on the terms and conditions no less favorable to ADI described in the aggregate than provided for Commitment Letter, (ii) to the extent the funding thereunder is required to finance the transactions contemplated hereby, enter into a definitive agreement with respect thereto on the terms and conditions contained in the Proposal LettersCommitment Letter in no event later than the Closing, and (iii) consummate the Bridge Financing or other financing sufficient to permit the Company to pay the Initial Purchase Price and such other amounts payable by it pursuant to this Agreement (the “Financing”) no later than the Closing. In the event that any portion of the Bridge Financing becomes unavailable in the manner or from the sources contemplated in the Commitment Letter, (A) Purchaser shall immediately notify Seller and (B) Purchaser shall use its reasonable best efforts to arrange to obtain any such portion from alternative sources, on terms that are not materially more adverse to the Company or Seller, as promptly as practicable following the occurrence of such event, including entering into definitive agreements with respect thereto (such definitive agreements entered into pursuant to the first or second sentence of this Section 4.12(b) being referred to as the “Financing Agreements”). Purchaser shall (x) furnish to Seller complete, correct and executed copies of the Financing Agreements promptly upon their execution, (y) give Seller prompt notice of any material breach by any party of the Commitment Letter, any alternative financing commitment or the Financing Arrangements of which Purchaser becomes aware or any termination thereof and (z) otherwise keep Seller reasonably informed of the status of Purchaser’s efforts to arrange the Financing. (c) During Purchaser acknowledges and agrees that Seller and the period from the Mailing Date through the Closing Date, Company and their respective Affiliates and employees have no responsibility for any financing that Purchaser may raise in the event that all or any portion of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of connection with the transactions contemplated hereby; provided, on and subject however, that Seller has agreed to terms and conditions no less favorable to ADI cooperate with Purchaser as set forth in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the FinancingSection 4.12(d). (d) ADI intends that The Company and the terms Seller shall, and conditions shall cause the Subsidiaries of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall Company to, use its best commercially reasonable efforts to satisfy at or before the Closing all conditions to the transactions constituting cause their officers, employees, representatives and advisors to, provide such cooperation as may be reasonably requested by Purchaser in connection with the Financing and the consummation thereof, including (i) participating in a reasonable number of due diligence sessions (including without limitation accounting and legal diligence sessions); (ii) assisting in reviewing prospectuses, confidential bank memoranda, offering memoranda and similar documents; (iii) providing as promptly as reasonably practicable to Purchaser and its drawing down financing sources the cash proceeds thereunderinformation set forth on Schedule 4.12(d) (the “Required Information”) and (iv) providing authorization letters to the Lenders authorizing the distribution of information to other prospective lenders and containing a customary representation to the arrangers of the Bridge Financing contemplated by the Commitment Letter that the information concerning the Company and its Subsidiaries contained in any confidential information memorandum contemplated by the Commitment Letter does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that the actions of the Company in the foregoing clauses (i) through (iv) do not (A) unreasonably interfere with the ongoing operations of Seller or the Company or any of the Subsidiaries of the Company or (B) require Seller or the Company or any of the Subsidiaries of the Company to pay any out-of-pocket fees or expenses, or incur any liability, prior to the Closing that are not simultaneously reimbursed or indemnified by the Purchaser.

Financing. (a) ADI GETCO shall deliver use its reasonable best efforts to Artistic on take, or before cause to be taken, all actions and to do, or cause to be done, all things necessary to arrange and obtain the date proceeds of the Financing (which shall be no later than five Business Days after it has been cleared by including, if necessary to consummate the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (transactions contemplated hereby, the "Mailing Date"“bridge” loans contemplated in the Debt Commitment Letter) on which the Proxy Statement (as defined terms and conditions set forth in the Merger AgreementFinancing Letters (or on terms more favorable in the aggregate to GETCO), including the execution and delivery of all such instruments and documents as may be reasonably required thereunder. Without limiting the generality of the foregoing, GETCO shall: (i) is scheduled use its reasonable best efforts to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be maintain in full force and effect at the Financing Letters in accordance with the terms and subject to the conditions set forth therein; (ii) as promptly as practicable after the date of this Agreement, use its reasonable best efforts to negotiate, execute and deliver the definitive agreements with respect to the Debt Financing (the “Definitive Financing Agreements”) on the terms and conditions (including the “market flex” terms and conditions) contained in the Debt Financing Letters or on other terms more favorable in the aggregate to GETCO; provided, however, that in no event shall any of the Definitive Financing Agreements: (A) reduce the aggregate amount of the Debt Financing provided for in the Debt Financing Letters to an amount that is less than the aggregate amount of Debt Financing sufficient to consummate the transactions contemplated by this Agreement and make the payments referred to in Section 3.27; (B) expand the conditions or other contingencies to the receipt or funding of the Debt Financing beyond those expressly set forth in the Debt Financing Letters, amend or modify any of such timeconditions or other contingencies in a manner adverse to GETCO (including by making any such conditions or other contingencies less likely to be satisfied) or impose any new or additional condition or other contingency to the receipt or funding of the Debt Financing; or (C) contain terms (other than those terms expressly set forth in the Debt Financing Letters) that would reasonably be expected to (1) prevent or delay the Effective Time or the date on which the Debt Financing would be obtained or (2) make the funding of Debt Financing less likely, in any material respect, to occur; (iii) pay in a timely manner any commitment or other fees that are or become due and payable under or with respect to the Debt Financing Letters on or following the date of this Agreement; (iv) use its reasonable best efforts to obtain all rating agency approvals necessary to obtain the Debt Financing and to satisfy all other conditions to obtaining the Debt Financing; and (v) enforce its rights under the Financing Letters and the Definitive Financing Agreements. (b) In Without limiting any of its obligations hereunder, GETCO shall keep Knight informed on a reasonably current basis and in reasonable detail with respect to the event status of the Debt Financing. GETCO shall deliver to Knight accurate and complete copies of the executed Definitive Financing Agreements promptly after their execution. Without limiting the generality of the foregoing, GETCO shall give Knight notice as promptly as reasonably practicable of (i) any material breach or default on the part of any party to any Financing Letter or Definitive Financing Agreement, (ii) any notice from a party to any Financing Letter or Definitive Financing Agreement of such party’s intent to not comply with any of its commitments or other material obligations under any Financing Letter or Definitive Financing Agreement, (iii) any actual or purported withdrawal, modification, termination, rescission or repudiation of any Financing Letter or Definitive Financing Agreement, or any provision thereof, and (iv) any other circumstance resulting in GETCO no longer believing in good faith that it will be able to obtain, prior to the Closing Date, all or any portion of the Financing provided for on the terms, in the Proposal Letters has become unavailable at manner or prior to from the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment sources contemplated by any Financing Letter or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal LettersDefinitive Financing Agreement. (c) During GETCO shall not permit any amendment, supplement or modification to be made to, or agree to permit any waiver of any provision or remedy under, any Financing Letter or Definitive Financing Agreement without Knight’s prior consent, except that GETCO may amend, supplement or otherwise modify any Financing Letter or Definitive Financing Agreement (including by joining one or more additional lenders or agents as parties thereto) if such amendment, supplement or modification: (i) does not reduce the period from aggregate amount of the Mailing Date through Financing to an amount that is less than the Closing Dateaggregate amount of Financing sufficient to consummate the transactions contemplated by this Agreement and make the payments referred to in Section 3.27 (it being understood that, in subject to the event that all requirements of this Section 7.16(c), such amendment, supplement or other modification to any Debt Financing Letter or Definitive Financing Agreement may provide for the assignment of any portion of the commitments under the Debt Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that additional agents or arrangers and grant such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments persons approval rights with respect to certain matters as are customarily granted to additional agents or arrangers); (ii) does not expand the conditions or other contingencies to the receipt or funding of the Financing, does not amend or modify, in a manner adverse to GETCO any of the conditions or other contingencies to the receipt or funding of the Financing and does not impose new or additional conditions or other contingencies to the receipt or funding of the Financing; (iii) does not impair the ability of GETCO to enforce its rights against other parties to the Financing Letters and (iv) would not reasonably be expected to (A) prevent or delay the Effective Time or the date on which the Financing would be obtained or (B) make the funding of the Financing less likely, in any material respect, to occur. GETCO shall not agree to the withdrawal, repudiation, termination or rescission of any Financing Letter or Definitive Financing Agreement or any provision thereof. GETCO shall promptly deliver to Knight true and complete copies of any such amendment, modification or waiver. (d) ADI intends that If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in any Debt Financing Letter or Definitive Financing Agreement for any reason, or any Debt Financing Letter or Definitive Financing Agreement shall be withdrawn, repudiated, terminated or rescinded for any reason, then GETCO shall use its reasonable best efforts to arrange and obtain, as promptly as practicable, from the same and/or alternative financing sources, alternative financing in an amount sufficient to consummate the transactions contemplated by this Agreement and make the payments referred to in Section 3.27; provided that in no event shall GETCO be obligated to obtain alternative financing on terms and conditions that in the aggregate are materially less favorable to GETCO than the terms and conditions provided for in the Debt Commitment Letter as of the date hereof (as determined in the good faith judgment of GETCO). In the event any alternative financing is obtained in accordance with this Section 7.16(d) (“Alternative Financing”), references in this Agreement to the Debt Financing shall be deemed to refer to such Alternative Financing (in lieu of the Debt Financing replaced thereby), and if one or more commitment letters or definitive financing agreements are entered into or proposed to be entered into in connection with such Alternative Financing, references in this Agreement to the Debt Financing Letters and the Definitive Financing Agreements shall be deemed to refer to such commitment letters and definitive financing agreements relating to such Alternative Financing (in lieu of the Debt Financing Letters and the Definitive Financing Agreements replaced thereby), and all obligations of GETCO pursuant to this Section 7.16 shall be applicable thereto to the same extent as GETCO’s obligations with respect to the Financing replaced thereby. GETCO shall promptly deliver to Knight true and complete copies of any commitments with respect to Alternative Financing. (e) Prior to the Closing, Knight shall use reasonable best efforts, shall cause its subsidiaries to use reasonable best efforts, and shall use its reasonable best efforts to cause its respective Representatives, to provide to GETCO all reasonable cooperation requested by GETCO that is necessary in connection with the Debt Financing, including (i) furnishing GETCO and its Financing Sources the Required Information, (ii) participating in a reasonable number of meetings (including customary one-on-one meetings among the parties acting as lead arrangers or agents for, and prospective lenders and purchasers of, the Debt Financing and senior management and Representatives, with appropriate seniority and expertise, of Knight), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Debt Financing, (iii) assisting with the preparation of materials for rating agency presentations, bank information memoranda, offering documents, private placement memoranda and similar documents required in connection with the Debt Financing (including requesting any consents of accountants for use of their reports in any materials relating to the Debt Financing and the delivery of one or more customary representation letters), (iv) obtaining accountants’ comfort letters and legal opinions as reasonably requested by GETCO, (v) facilitating the pledging of collateral in connection with the Debt Financing, (vi) executing and delivering any documents as may be reasonably requested by GETCO, (vii) causing the taking of corporate actions (subject to the occurrence of the Closing) by Knight and its subsidiaries reasonably necessary to permit the completion of the Financing and (viii) facilitating the execution and delivery at the Closing of definitive documents related to the Debt Financing on the terms contemplated by the Debt Financing; provided, that such requested cooperation does not materially and adversely interfere with the ongoing operations of Knight and its subsidiaries; provided, further, that neither Knight nor any of its subsidiaries shall be no less favorable taken as a whole than those previously set forth in required to commit to take any action that, nor execute any document or enter into any agreement the Proposal Letters effectiveness of which, is not contingent upon the Closing. None of Knight or any replacement letters. ADI of its subsidiaries shall use its best efforts be required to satisfy at take any action that would subject it to actual or before potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment (other than reasonable out-of-pocket costs) or incur any other liability or provide or agree to provide any indemnity in connection with the Closing all conditions Financing or any of the foregoing, prior to the transactions constituting the Financing Effective Time. GETCO shall indemnify and to hold harmless Knight, its drawing down the cash proceeds thereunder.subsidiaries and

Financing. (a) ADI In furtherance of and without limiting the generality of Section 5.2, Purchaser shall deliver use its reasonable best efforts to Artistic arrange and consummate the financing necessary for it to consummate the transactions contemplated by this Agreement, including using its reasonable best efforts (A) to negotiate in good faith definitive agreements respecting such financing on reasonable terms with respect thereto, (B) to satisfy all conditions provided in such definitive agreements, (C) to negotiate in good faith such modifications to such financing as may be necessary or before advisable to reflect any change in market conditions which occurs after the date of this Agreement, (D) if any portion of such financing has become unavailable, regardless of the reason therefor, to obtain alternative financing from the same or other sources on and subject to substantially the same terms and conditions as that portion which has become unavailable and (E) to satisfy at or prior to the Closing all requirements of any agreements under which such financing is to be provided and conditions to the drawdown of proceeds thereunder. Purchaser agrees that it will use its reasonable best efforts to exercise all of its rights to enforce performance of any agreements under which Purchaser is entitled to receive financing with respect to the transactions contemplated by this Agreement and will not waive, modify or amend any of its rights under such agreements in any material respect. (b) Purchaser shall keep Parent informed as to the material terms and status of its arrangements with respect to its financing of the transactions contemplated by this Agreement, as reasonably requested by Parent. When preparing any prospectus, registration statement or other marketing or solicitation documents and all other documents to be no later than five used by Purchaser in connection with Purchaser's financing of the transactions contemplated by this Agreement (the "Financing Documents"), Purchaser shall consult with the Sellers with respect to any description in the Financing Documents of the Sellers, the Business Days after it has been cleared or the transactions contemplated by this Agreement, and will make reasonable changes to such descriptions as requested by the Sellers. Purchaser will provide drafts of all such Financing Documents to the Sellers and allow the Sellers a reasonable amount of time to review and comment on such documents prior to their circulation to third parties or filing with any Governmental Authority. (c) For purposes of assisting Parent with the financing contemplated in this Section 5.9, Parent shall provide to Purchaser (i) the financial statements of the Business prepared and audited in accordance with Regulation S-X of the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such time. (b) In the event that all or any portion of the Financing provided for in the Proposal Letters has become unavailable at or prior to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation periods that would be required under Rule 3-05(b) of the transactions contemplated herebyRegulation S-X, on (ii) any other historical information and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date, in the event that all or any portion of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments data with respect to the Financing. Transferred Business that would be required to be included in a registration statement on Form S-1 filed by Purchaser under the Securities Act (da "Form S-1"), (iii) ADI intends in the event the Sellers have entered into an agreement with respect to the matters covered by the Draft Settlement Agreement, a correct and complete copy of the executed agreement, and (iv) any Transferred Contract that Purchaser would be required to file as an exhibit to a Form S-1. The Sellers shall provide such additional cooperation to Purchaser in connection with the terms and conditions preparation of the Financing shall be no less favorable taken Documents as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunderis reasonably requested by Purchaser.

Financing. (a) ADI shall deliver to Artistic on or before the date (which shall be no later than five Business Days after it has been cleared by the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed Prior to the stockholders Closing, the Company shall use its reasonable efforts, at Parent’s sole expense, to assist Parent in a refinancing of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such time. (b) In the event that all or any portion of the Financing Indebtedness of the Company existing on the date hereof (the “Debt Financing”), including: (i) participating in a reasonable number of meetings, presentations and due diligence sessions; (ii) assisting with the preparation of one customary offering memorandum and one presentation in connection with the Debt Financing; and (iii) executing and delivering any definitive financing documents and certificates as may be reasonably requested by Parent; provided for in that (a) irrespective of the Proposal Letters has become unavailable at above, no obligation of the Company or any of its Subsidiaries under any certificate, document or instrument shall be effective until the Effective Time and none of the Company or any of its Subsidiaries shall be required to take any action under any certificate, document or instrument that is not contingent upon the Closing (including the entry into any agreement that is effective before the Effective Time) or that would be effective prior to the Mailing DateEffective Time, regardless of fault, ADI shall deliver to Artistic within 10 Business Days (b) such efforts do not unreasonably interfere with the ongoing operations of the Mailing DateCompany and its Subsidiaries, proposal, and (c) none of the Company or any of its Subsidiaries shall be required to issue any offering or information document. None of the Company or any of its Subsidiaries shall be required to bear any cost or expense or to pay any commitment or other similar letters fee or make any other payment in connection with the Debt Financing or any of the foregoing prior to the Effective Time, and Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company, its Subsidiaries and their Representatives in connection with the Debt Financing or any cooperation pursuant to this Section 7.14. Parent shall indemnify and hold harmless the Company, its Subsidiaries and the Representatives from others providing for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the financing necessary for arrangement of the consummation Debt Financing (including any action taken in accordance with this Section 7.14) and any information utilized in connection therewith (other than arising from historical information provided by the Company or its Subsidiaries). The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing; provided that such logos shall be used solely in a manner that is not intended or reasonably likely to harm, disparage or otherwise adversely affect the Company or any of its Subsidiaries. Parent and Merger Sub acknowledge and agree that the obtaining of the Debt Financing is not a condition to Closing and reaffirm their obligation to consummate the transactions contemplated herebyby this Agreement irrespective and independently of the availability of the Debt Financing, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date, in the event that all fulfillment or any portion waiver of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financing. (d) ADI intends that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunderArticle VIII.

Financing. (a) ADI Each of Parent and Merger Sub shall deliver take, or cause to Artistic be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on the terms and conditions described in the Commitment Letter, including to (A) maintain in effect the Commitment Letter, (B) satisfy on a timely basis all conditions applicable to Parent and Merger Sub to obtaining the Financing, (C) negotiate definitive agreements with respect thereto on the terms and conditions contained in the Commitment Letter (including any “flex” provisions), (D) consummate the Financing at or before prior to the date Closing Date, and (which shall be no later than five Business Days after it has been cleared E) enforce their rights under the Commitment Letter in the event of a breach by the Securities Financing Sources of their obligations under the Commitment Letter. In the event that all the conditions to the Financing have been satisfied or waived, each of Parent and Exchange Commission (it being understood that Artistic will notify ADI Merger Sub shall cause the Financing Sources to fund the Financing required to consummate the Transactions at the Closing Date. Parent and Merger Sub shall not permit any material amendment or modification to be made to, or any waiver of such clearance promptly)) (any material provision or remedy under, the "Mailing Date") on which Commitment Letter or the Proxy Statement (as defined fee letter referred to in the Merger Agreement) is scheduled Commitment Letter without the prior written consent of the Company (such consent not to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such timeunreasonably withheld, delayed or conditioned). (b) In the event that all or any portion of the Financing provided becomes unavailable on the terms and conditions described in or contemplated by the Commitment Letter for in any reason and such portion is reasonably required to fund the Proposal Letters has become unavailable at or Required Amounts, each of Parent and Merger Sub shall arrange to obtain, as promptly as practicable following the occurrence of such event but by no later than seven (7) business days prior to the Mailing Outside Date, regardless alternative financing from alternative sources (the “Alternative Financing”) in an amount sufficient to pay the Required Amounts. In the event that Alternative Financing shall be obtained pursuant to this Section 6.12(b), each of fault, ADI Parent and Merger Sub shall deliver comply with its covenants in Section 6.12(a) with respect to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letterssuch Alternative Financing. (c) During The Company shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause each of its and their respective Representatives, including legal, tax, regulatory and accounting, to, use its reasonable best efforts to provide all cooperation reasonably requested by Parent and/or the period Financing Sources in connection with the Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries), including (i) providing information relating to the Company and its Subsidiaries to Parent and the Financing Sources to be used in the preparation of an information package regarding the business, operations, financial projections and prospects of Parent, the Company and their respective Subsidiaries customary for such financing or reasonably necessary for the completion of the Financing by the Financing Sources, to the extent reasonably requested by Parent to assist Parent in preparation of customary offering or information documents to be used for the completion of the Financing as contemplated by the Commitment Letter (as adjusted by the agreed marketing terms, if any) or the definitive financing agreements, (ii) participating in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers for the Financing and senior management and Representatives, with appropriate seniority and expertise, of the Company), presentations, road shows, drafting sessions, due diligence sessions (including accounting due diligence sessions) and sessions with the rating agencies, in each case as are reasonably necessary for the completion of the Financing by the Financing Sources, (iii) assisting in Parent’s preparation of documents and materials, including (A) any customary offering documents and bank information memoranda (including public and private versions thereof) for the Financing, and (B) materials for rating agency presentations, in each case as are reasonably necessary for the completion of the Financing by the Financing Sources, (iv) cooperating with Parent’s marketing efforts for the Financing (including consenting to the use of the Company’s and its Subsidiaries’ logos; provided that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries as reasonably determined by the Company), (v) provide reasonable assistance in the preparation of and executing and delivering (or using reasonable best efforts to obtain from its advisors), and causing its Subsidiaries to execute and deliver (or use reasonable best efforts to obtain from their advisors), customary certificates (including a certificate of the principal financial officer of the Company or any Subsidiary with respect to solvency of the Company and the Company Subsidiaries immediately before giving effect to the Merger in substantially the same form as attached to the Commitment Letter), other documents and instruments relating to guarantees and other matters ancillary to the Financing as may be reasonably requested by Parent as necessary and customary in connection with the Financing, (vi) provide reasonable assistance in connection with Parent’s preparation of and entering into one or more credit agreements, currency or interest hedging agreements, or other agreements; provided that no obligation of the Company or any of its Subsidiaries under any such agreements or amendments shall be effective until the Effective Time, (vii) as promptly as practicable, furnishing Parent and the Financing Sources with financial and other information regarding the Company and its Subsidiaries as may be reasonably requested by Parent and/or the Financing Sources to assist in preparation of customary offering or information documents to be used for the completion of the Financing as contemplated by the Commitment Letter or the definitive financing agreements, (viii) using its reasonable best efforts, as appropriate, to have its independent accountants provide their reasonable cooperation and assistance, including participation in due diligence sessions, (ix) using its reasonable best efforts to permit any cash and cash equivalents of the Company and its Subsidiaries to be made available to Parent and/or Merger Sub at the Effective Time, (x) providing authorization letters to the Financing Sources authorizing the distribution of information to prospective Financing Sources and containing, if true, a representation to the Financing Sources that the public side versions of such documents, if any, do not include material non-public information about the Company or its affiliates or securities, (xi) using its reasonable best efforts to ensure that the Financing Sources benefit materially from the Mailing Date through existing lending and banking relationships of the Company and its Subsidiaries and that the Financing Sources have the benefit of “clear market” provisions in the Commitment Letter relating to the Company and its Subsidiaries, and (xii) cooperating reasonably with Parent’s Financing Sources’ due diligence and with their efforts to obtain guarantees from the Company and its Subsidiaries and obtain and perfect security interests in the assets of the Company and its Subsidiaries intended to constitute collateral securing such financing, with such cooperation occurring prior to or simultaneously with the Closing, but the execution of any guarantees or security arrangements not taking effect until the Effective Time, in each case, to the extent customary and reasonable; provided that in no event shall the Company or any of its Subsidiaries be required to take any actions that would encumber any of its assets prior to the consummation of the Merger or that would result in a breach of any Company Material Contract or Material Company Lease prior to the consummation of the Merger; and provided, further, until the Effective Time occurs, neither the Company nor any of its Subsidiaries shall (A) be required to pay any commitment or other similar fee relating to the Financing or (B) prior to the Effective Time have any liability or any obligation under any credit agreement or any related document or any other agreement or document related to the Financing (or Alternative Financing that Parent may raise in connection with the Transactions), other than this Agreement; provided, further, that (I) all non-public or other confidential information provided by the Company or any of its Representatives pursuant to this Section 6.12 shall be kept confidential in accordance with the Confidentiality Agreement, except that Parent and Merger Sub shall be permitted to disclose such information in accordance with the Commitment Letter, and (II) the Company shall be permitted a reasonable period to comment on those portions of the confidential information memoranda circulated to potential financing sources that contain or are based upon any such non-public or other confidential information. Parent acknowledges and agrees that the Company and the Company Subsidiaries shall not incur any liability to any Person prior to the Effective Time in connection with any Financing (or Alternative Financing). The effectiveness of any documentation executed by the Company or any Company Subsidiary shall in all cases be subject to the occurrence of the Effective Time. Parent shall promptly, upon request by the Company, reimburse the Company for all out-of-pocket costs (including reasonable attorneys’ fees) incurred by the Company or any of the Company Subsidiaries in connection with the cooperation of the Company and the Company Subsidiaries contemplated by this Section 6.12(c) and Parent and Merger Sub shall jointly and severally indemnify and hold harmless the Company, the Company Subsidiaries and their respective directors, officers and Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments, and penalties suffered or incurred by any of them in connection with the arrangement of the Financing (or any Alternative Financing) and any information used in connection therewith. The foregoing indemnification obligation shall survive the Closing Date, in and any termination of this Agreement. (d) In the event that the Commitment Letter is amended, replaced, supplemented or otherwise modified in accordance with Section 6.12(a), including as a result of obtaining Alternative Financing, or if Parent substitutes Alternative Financing for all or any a portion of the Financing provided for in the Proposal Letters becomes unavailableas permitted by Section 6.12(b), regardless of fault, ADI shall deliver to Artistic within 30 days each of the date Company, Parent and Merger Sub shall comply with its covenants in this Section 6.12 with respect to the Commitment Letter as so amended, replaced, supplemented or otherwise modified and with respect to such Alternative Financing to the same extent that such financing became unavailablethe Company, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on Parent and subject Merger Sub would have been obligated to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments comply with respect to the Financing. (de) ADI intends Parent shall give the Company prompt written notice of any material breach by any party to, or any condition not likely to be satisfied in, the Commitment Letter (or any Alternative Financing obtained in accordance with this Section 6.12) of which Parent becomes aware or any termination (or threat of termination) of the Commitment Letter (or commitments for Alternative Financing obtained in accordance with this Section 6.12). Parent shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange and consummate the Financing (or Alternative Financing). In the event that the terms Commitment Letter is amended, replaced, supplemented or modified in accordance with this Section 6.12 or Alternative Financing is obtained in accordance with this Section 6.12, Parent shall promptly notify the Company thereof and conditions promptly provide the Company with copies of any definitive agreements related thereto. Parent and Merger Sub acknowledge that obtaining the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts Alternative Financing is not a condition precedent to satisfy at or before the Closing all conditions Parent’s and Merger Sub’s obligations under this Agreement, including Parent’s and Merger Sub’s obligations pursuant to the transactions constituting the Financing Article I and to its drawing down the cash proceeds thereunderArticle II.

Financing. (a) ADI Buyer shall deliver use commercially reasonable best efforts to Artistic on or before cause the date (which shall be no later than five Business Days after it has been cleared financing contemplated by the Securities Capital Plan, subject to the terms and Exchange Commission conditions set forth therein, to be available at Closing including by (it being understood that Artistic will notify ADI i) before August 14, 2014, delivering to Seller commercially acceptable commitment letters from lenders representing sufficient financing to fund the full cash portion of the Initial Purchase Price and any related fees and expenses (the “Commitments”) (ii) negotiating definitive agreements with the lenders set forth in the Capital Plan consistent with the terms and conditions contained therein and (iii) satisfying on a timely basis all conditions in such definitive agreements the satisfaction of which are within the control of Buyer. Buyer shall use its reasonable best efforts to comply with its obligations, and enforce its rights, under the Commitments. Buyer shall give Seller prompt notice of any material breach by any party to the Commitments of which Buyer has become aware or any termination of such clearance promptly)commitments. Buyer shall not, without the prior written consent of Seller, (x) permit any amendment or modification to, or any waiver of any material provision or remedy under, the Commitments if such amendment, modification, waiver or remedy adds new (or adversely modifies existing) conditions to the "Mailing Date"consummation of the financing represented thereby or reduces the amount thereof, or (y) on which terminate the Proxy Statement Commitments, unless the financing represented thereby becomes unavailable and Buyer is using its reasonable best efforts to obtain Alternate Financing (as defined in the Merger Agreement) is scheduled to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such time. (b) below). In the event that all or any portion of the Financing provided for in the Proposal Letters has become unavailable at or prior to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date, in the event that all or any portion of the Financing provided for in the Proposal Letters Commitments becomes unavailable, regardless of faultthe reason therefor, ADI shall deliver Buyer will (i) use its reasonable best efforts to Artistic within 30 days obtain alternative financing (in an amount sufficient to pay the cash portion of the date that such financing became unavailable, proposal, commitment or similar letters Initial Purchase Price) from others providing for the financing necessary for other sources and which do not include any conditions to the consummation of such alternative financing that are more onerous than the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financing. (d) ADI intends that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement lettersCapital Plan (the “Alternate Financing”), and (ii) promptly notify Seller of such unavailability and the reason therefor. ADI Notwithstanding the foregoing, compliance by Buyer with this Section 5.01 shall use not relieve Buyer of its best efforts obligation to satisfy at or before the Closing all conditions to consummate the transactions constituting contemplated by this Agreement whether or not the Financing and to its drawing down the cash proceeds thereunderfinancing is available.

Financing. (a) ADI The Buyer 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 consummate and obtain the Financing on the terms and conditions, in all material respects, described in the Debt Commitment Letter, including using its reasonable best efforts to (i) maintain in effect the Debt Commitment Letter, (ii) negotiate definitive agreements with respect to the Financing on terms and conditions, in all material respects, contemplated by the Debt Commitment Letter and execute and deliver to Artistic the Company a copy thereof concurrently with such execution, (iii) satisfy on or before a timely basis all conditions applicable to the date Buyer in the Debt Commitment Letter that are within its control and comply with its obligations thereunder, (which shall be no later than five Business Days after it has been cleared iv) enforce its rights under the Debt Commitment Letter in the event of a breach by the Securities and Exchange Commission (it being understood lenders or the other persons providing such Financing that Artistic will notify ADI would reasonably be expected to prevent, impede or delay the Closing, including seeking specific performance of the lenders or the other persons providing such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such time. (b) Financing thereunder. In the event that all conditions to the Debt Commitment Letter have been satisfied or, upon funding, will be satisfied, the Buyer shall use its reasonable best efforts to cause the lenders and the other persons providing such Financing to fund on the Closing Date the Financing (including by seeking specific performance to cause such lenders and the other persons who have committed to provide such Financing to fund such Financing). The Buyer shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Debt Commitment Letter and/or substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative financing sources; provided for in the Proposal Letters has become unavailable at that any such amendment, replacement, supplement or prior other modification to the Mailing Date, regardless or waiver of fault, ADI shall deliver to Artistic within 10 Business Days any provision of the Mailing Date, proposal, commitment or similar letters from others providing for Debt Commitment Letter that amends the financing necessary for the consummation Financing and/or substitution of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date, in the event that all or any portion of the Financing provided for (each, an “Alternative Financing”) shall not (A) expand upon the conditions precedent or contingencies to the Financing as set forth in the Proposal Letters becomes unavailableDebt Commitment Letter in any material way or (B) prevent, regardless of faultimpede or delay, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailablein any material respect, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the Merger and the other transactions contemplated herebyby this Agreement. The Buyer shall be permitted to reduce the amount of the Financing under the Debt Commitment Letter in its reasonable discretion; provided that the Buyer shall not reduce the Financing to an amount committed below the amount that is required to pay, together with other financial resources of the Buyer, including cash on hand on the Closing Date, the Aggregate Merger Consideration and subject to make all other necessary payments by the Buyer in connection with the Acquisition, including the payment of all fees and expenses reasonably expected to be incurred by the Buyer in connection with the transactions contemplated by this Agreement (the “Required Financing Amount”), and provided further that such reduction shall not (x) expand upon the conditions precedent or contingencies to the Financing as set forth in the Debt Commitment Letter in any material way or (y) prevent or impede or delay, in any material respect, the consummation of the Acquisition and the other transactions contemplated by this Agreement. If any portion of the Financing becomes unavailable or the Buyer becomes aware of any event or circumstance that makes any portion of the Financing unavailable, in each case, according to the material terms and conditions no less favorable to ADI contemplated in the aggregate Debt Commitment Letter and such portion is reasonably required to fund the Aggregate Merger Consideration, the Buyer shall use its reasonable best efforts to arrange and obtain one or more Alternative Financings in an amount greater than provided for or equal to the Required Financing Amount as promptly as practicable following the occurrence of such event. The Buyer shall give the Company prompt oral and written notice (but in any event not later than two (2) Business Days after the Proposal Lettersoccurrence) of any material breach by any party to the Debt Commitment Letter or of any material condition not likely to be satisfied, in each case, of which the Buyer becomes aware, or any termination of the Debt Commitment Letter. ADI The Buyer shall keep Artistic promptly the Company reasonably informed of in all material developments with respect respects of the status of its efforts to arrange the Financing. (db) ADI intends that the terms The Company shall, and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall cause its Subsidiaries to, use its their respective reasonable best efforts to satisfy at or before cooperate with reasonable requests by the Closing all conditions Buyer in its efforts to the transactions constituting consummate the Financing and to its drawing down the cash proceeds thereunderor any Alternative Financing.

Financing. (a) ADI Assignee shall deliver use its reasonable best efforts to Artistic take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange, obtain, and consummate the Debt Financing on the terms and conditions described in the Debt Commitment Letter on or before the date (which shall be no later than five Business Days after it has been cleared by the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed prior to the stockholders of Artistic true and correct copies of each Proposal Letter which Closing Date. Such actions shall be include (i) maintaining in full force and effect at such time. the Debt Commitment Letter in the form provided to Assignor concurrently with the execution of this Agreement, (bii) In satisfying on a timely basis all of the event conditions precedent and covenants to the Debt Financing applicable to Assignee that all are to be satisfied by Assignee, (iii) negotiating, executing, and delivering definitive documents (“Debt Financing Documents”) that reflect the terms contained in the Debt Commitment Letter (including, as necessary, agreeing to any requested changes to the commitments thereunder in accordance with any “flex” provisions contained in the Debt Commitment Letter or any portion related fee letter), in each case which terms shall not in any respect materially expand on the conditions to the funding of the Debt Financing provided for Proceeds at the Closing or reduce the aggregate amount of the Debt Financing Proceeds available to be funded on the Closing Date, (iv) promptly commencing the syndication activities contemplated by the Debt Commitment Letter, if any, (v) drawing the full amount of the Debt Financing Proceeds, and (vi) fully enforcing its rights under the Debt Commitment Letter and the Debt Financing Documents in order to consummate the Proposal Letters has become unavailable Debt Financing at or prior to the Mailing DateClosing. Assignee shall not, regardless and shall not permit any of faultits Affiliates or representatives to, ADI shall deliver without the prior written consent of Assignor, take or fail to Artistic within 10 Business Days take any action or enter into any transaction that could reasonably be expected to materially impair, delay or prevent the consummation of the Mailing DateDebt Financing contemplated by the Debt Commitment Letter except as waived by lender. Assignee shall comply with all of its obligations under each of the Debt Financing Documents. Assignee shall not permit or consent to (i) any amendment, proposalsupplement or modification to be made to the Debt Commitment Letter if such amendment, commitment supplement or similar letters modification would materially (a) change, expand or impose new conditions precedent to the funding of the Debt Financing Proceeds from others providing for those set forth therein on the financing necessary for date hereof; (b) change the timing of the funding of the Debt Financing Proceeds thereunder or reasonably be expected to impair, delay or prevent the availability of all or a portion of the Debt Financing Proceeds or the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. by this Agreement; (c) During reduce the period from aggregate cash amount of the Mailing Date through Debt Financing Proceeds (including by changing the Closing Dateamount of fees to be paid or original issue discount of the Debt Financing (except as set forth in any “flex” provisions existing on the date hereof)); or (d) otherwise adversely affect the ability of Assignee to consummate the transactions contemplated by this Agreement or the timing of the Closing; (ii) any waiver of any provision or remedy under the Debt Commitment Letter (other than a condition to funding in favor of the lenders thereunder); or (z) early termination of the Debt Commitment Letter. Notwithstanding the foregoing, in no event shall the event that failure of Assignee to obtain all or any portion part of the Debt Financing provided for in Proceeds prior to or on the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financing. (d) ADI intends that the terms and conditions of the Financing Closing Date shall be no less favorable taken as a whole than those previously set forth in permitted to delay or impair the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunderClosing.

Financing. Acquiror and Merger Sub shall take, or cause to be taken, as promptly as practicable after the date hereof, all actions, and to do, or cause to be done, all things necessary, on or prior to the Closing Date, to consummate the purchases contemplated by the Subscription Agreements on the terms and conditions described or contemplated therein, including to: (a) ADI shall deliver satisfy in all material respects on a timely basis all conditions and covenants applicable to Artistic on or before the date (which shall be no later than five Business Days after it has been cleared by the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined Acquiror in the Merger Agreement) is scheduled to be mailed to the stockholders of Artistic true Subscription Agreements and correct copies of each Proposal Letter which shall be in full force and effect at such time. otherwise comply with its obligations thereunder, (b) In in the event that all conditions in the Subscription Agreements (other than conditions that Acquiror or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, consummate transactions contemplated by the Subscription Agreements at or prior to Closing and (c) without limiting the Company’s rights to enforce certain of such Subscription Agreements in the event that all conditions in the Subscription Agreements (other than conditions that Acquiror or any of its Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the Closing) have been satisfied, to cause the applicable PIPE Investors to pay to (or as directed by) Acquiror the applicable portion of the PIPE Investment Amount, as applicable, set forth in the Subscription Agreements in accordance with their terms. Unless otherwise approved in writing by the Company (which approval shall not be unreasonably withheld, conditioned or delayed), Acquiror shall not permit any amendment or modification to be made to, any waiver (in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements of, any of the Subscription Agreements, in each case, other than as a result of any assignment or transfer contemplated therein or permitted thereby, and in each case in a manner as would reasonably likely result in the condition set forth in Section 9.03(f) to not be satisfied at the Effective Time. Without limiting the generality of the foregoing, Acquiror shall give the Company, prompt written notice: (i) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any Subscription Agreement known to Acquiror, (ii) of the receipt of any written notice or other written communication from any party to any Subscription Agreement with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to any Subscription Agreement or any provisions of any Subscription Agreement and (iii) if Acquiror does not expect to receive all or any portion of the Financing provided for in PIPE Investment Amount on the Proposal Letters has become unavailable at or prior to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Dateterms, in the event that all manner or any portion of from the Financing provided for in PIPE Investors as contemplated by the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the FinancingSubscription Agreements. (d) ADI intends that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunder.

Financing. (a) ADI Parent shall not agree to or permit any amendment, supplement or other modification of, or waive any of its rights under, any Financing Commitments or the definitive agreements relating to the Financing, if such amendment, supplement, modification or waiver reduces the aggregate amount of Financing or would reasonably be likely to delay or prevent the Closing or make any portion of the financing less likely to occur (provided that Parent may replace or amend the Debt Financing Commitments solely to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Commitments as of the date hereof; Parent shall promptly provide notice to the Company of such replacement or amendment) and Parent 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 the Financing on the terms and conditions described in the Financing Commitments, including using its reasonable best efforts to (i) negotiate and enter into the definitive agreements with respect thereto on the terms and conditions contained in the Financing Commitments, (ii) satisfy on a timely basis all conditions applicable to Parent set forth therein and (iii) subject to the terms and conditions contemplated by the Financing Commitments, consummate the Financing contemplated by the Financing Commitments at the Closing, including using its reasonable best efforts to cause the lenders and any other Persons providing such Financing to fund the Financing required to consummate the Merger at the Closing (including by enforcing its rights under the Financing Commitments). In the event that any portion of the Debt Financing becomes unavailable on the terms and conditions set forth in the Debt Financing Commitments, other than due to the breach of representations and warranties or covenants of the Company or a failure of a condition to be satisfied by the Company, Parent shall promptly notify the Company and shall use its reasonable best efforts to obtain any such portion from alternative sources, on terms not less favorable, taken as a whole, to Parent, that will still enable Parent to consummate the transactions contemplated by this Agreement, as promptly as practicable following the occurrence of such event. Parent shall deliver to Artistic on the Company true and complete copies of all agreements pursuant to which any such alternative source shall have committed to provide Parent with any portion of the Debt Financing. Parent shall refrain from taking, directly or before indirectly, any action that would reasonably be expected to result in a failure of any of the date (which shall be no later than five Business Days after it has been cleared by the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined conditions contained in the Merger Agreement) is scheduled to be mailed Financing Commitments or in any definitive agreement related to the stockholders Financing. Parent shall keep the Company informed on a timely basis in reasonable detail of Artistic true and correct copies the status of each Proposal Letter which shall be in full force and effect at such timeits efforts to obtain the Financing. (b) In Prior to the event that Closing, the Company shall provide, shall cause the Company Subsidiaries to provide, and shall use its reasonable best efforts to cause any Representative retained by the Company or any of the Company Subsidiaries to provide, such reasonable cooperation in connection with the arrangement of the Debt Financing (which for purposes of this Section 6.12(b), shall include any alternative financing) as may be reasonably requested by Parent, including (i) participation in meetings, presentations, drafting sessions and due diligence with prospective lenders, investors and rating agencies in connection with the Financing, (ii) furnishing Parent and its Financing Sources as promptly as practicable with financial, business and other pertinent information regarding the Company and the Company Subsidiaries as may be reasonably requested by Parent to consummate the Debt Financing, including, all financial, business and other pertinent information related to the Company and/or the Company Subsidiaries reasonably required by Parent for Parent to produce the financial statements and other offering document information to consummate the Debt Financing, including all financial statements, pro forma financial statements, financial and other data of the type required by Regulation S-X and Regulation S-K under the Securities Act and of type and form customarily included in an offering memorandum under Rule 144A of the Securities Act (information required to be delivered pursuant to this clause (ii) being referred to as the “Required Information”), (iii) assisting Parent and its Financing Sources in the preparation of (A) an offering memorandum, bank information memoranda, private placement memoranda and similar documents, including “roadshow” or investor meeting slides required for any portion of the Debt Financing (including requesting any consents of accountants for use of their reports in any materials relating to the Financing and the delivery of one or more customary representation letters) and (B) materials for rating agency presentations, (iv) reasonably cooperating with the marketing efforts of Parent and its Financing Sources for any portion of the Debt Financing, (v) reasonably cooperating with the pledging of collateral in connection with the Debt Financing, including facilitating the preparation of any customary pledge and security documents, currency or interest hedging arrangements or other definitive financing documents or other certificates, legal opinions, surveys and title insurance (including non-imputation title policy endorsements and affidavits reasonably required by the title company) and documents as may be reasonably requested by Parent (provided for that the obligations contained in any related documents shall be effective no earlier than as of the Proposal Letters has become unavailable Closing), (vi) providing to the Financing Sources a certificate of the chief financial officer of the Company and the Company Subsidiaries with respect to solvency matters as of the Closing on a pro forma basis, (vii) providing to the Financing Sources of the Debt Financing all documentation and other information required by regulatory authorities with respect to the Company under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act, (viii) using reasonable best efforts to obtain accountants’ comfort letters, legal opinions, surveys and title insurance as reasonably requested by Parent and (ix) facilitating the execution and delivery (at or the Closing) of definitive documents related to the Financing on the terms contemplated by the Debt Financing Commitments; provided, that such definitive documents shall be executed by officers of the Surviving Corporation as of the Effective Time; provided, further, that such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries prior to the Mailing DateEffective Time. Except as set forth in this Section 6.12, regardless of faultParent and Merger Subsidiary shall be responsible for all fees and expenses related to the Debt Financing contemplated hereby. Accordingly, ADI shall deliver notwithstanding anything to Artistic within 10 Business Days the contrary in Section 6.07, Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable out-of-pocket costs incurred by the Company or any of the Mailing DateCompany Subsidiaries in connection with such cooperation. Parent shall indemnify and hold harmless the Company, proposal, commitment the Company Subsidiaries and their respective Representatives from and against any and all losses or similar letters from others providing for damages suffered or incurred by them in connection with the financing necessary for the consummation arrangement of the transactions contemplated hereby, Debt Financing and any information utilized in connection therewith (other than any information provided by or on and behalf of the Company or the Company Subsidiaries but which shall be subject to Section 6.10). The Company hereby consents to the reasonable use of the Company’s and Company Subsidiaries’ logos in connection with the Financing, provided that such logos are used in a manner that is not intended to harm or disparage the Company or the Company Subsidiaries or their marks and on such other customary terms and conditions no less favorable to ADI in as the aggregate than provided for in the Proposal LettersCompany shall reasonably impose. (c) During the period from the Mailing Date through Not less than two Business Days prior to the Closing Date, in the event that all or any portion of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI Company shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar Parent payoff letters from others providing for the financing necessary for the consummation of the transactions contemplated herebythird-party lenders in form and substance reasonably satisfactory to Parent, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financing. (d) ADI intends that the terms and conditions all Indebtedness of the Financing Company and the Company Subsidiaries identified on Section 6.12(c) of the Company Disclosure Schedule. Such payoff letters shall be no less favorable taken as a whole than those previously set forth in correctly specify the Proposal Letters amount, including any applicable premiums or any replacement letters. ADI fees and expenses, necessary to repay such Indebtedness and completely discharge the obligations of the Company and the Company Subsidiaries with respect thereto, and each shall use its best efforts to satisfy at or before the Closing all conditions acknowledge that, subject to the transactions constituting repayment of the Financing aggregate principal amount outstanding under the relevant debt instrument, credit facility or other instrument, together with all interest accrued thereon and to any other fees or expenses payable thereunder, (i) such debt instrument, credit facility or other instrument has been terminated, (ii) any and all Liens held by any Person under the relevant debt instrument, credit facility or debt instrument have been released and (iii) the Company and the Company Subsidiaries have been released from any and all liabilities and obligations under such debt instruments, credit facility or other instrument and any related guaranties (other than any obligation under any indemnification or similar provision that by its drawing down the cash proceeds thereunderterms survives such termination).

Financing. (a) ADI Buyer shall take all action necessary to ensure that as of the Closing Date, Buyer has, and will be able to deliver to Artistic Seller the funds necessary to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, and shall not, and shall not permit any of its Subsidiaries to, take or agree to take any action that is reasonably likely to prevent, impair its ability to complete or materially delay the Financing or the satisfaction of any of the conditions set forth in Article X or the consummation of the transactions contemplated by this Agreement or any of the Ancillary Agreements. Without limiting the generality of the foregoing, Buyer shall take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Acquisition Financing pursuant to the Revolving Credit Agreement, and the JV Financing on or before terms and conditions no less favorable to the date (which shall be no later Company than five Business Days after it has been cleared by the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined those described in the Merger AgreementJV Revolving Financing Proposals, including (i) is scheduled to be mailed maintaining in effect the Original Revolving Credit Agreement and, to the stockholders extent applicable, the Amendment, the Revolving Credit Agreement and the JV Financing Proposals, (ii) finalizing and, to the extent it is a party, entering into definitive agreements with respect to the Acquisition Financing and the JV Financing, on terms and conditions no less favorable to the Company or Seller than those contained in the Amendment, the Revolving Credit Agreement and the JV Revolving Financing Proposals, as applicable, including any “flex” provisions, or on other terms that would not adversely impact the timely consummation of Artistic true the transactions contemplated hereby, (iii) satisfying on a timely basis all conditions applicable to Buyer and correct copies the Company to obtaining the Financing, and (iv) drawing down on the Revolving Credit Agreement in amount sufficient to provide the full amount of each Proposal Letter which shall be in full force the debt financing required to consummate at the Closing the transactions contemplated by this Agreement on the terms contemplated hereby and effect to pay related fees and expenses, and otherwise consummating the Acquisition Financing at such timeor prior to the Closing. (b) In the event that all or any portion of conditions to the Financing provided for in the Proposal Letters has become unavailable at or prior to the Mailing DateDocuments (other than, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date, in the event that all or any portion of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to either the Acquisition Financing or the JV Financing. (d) ADI intends that , the terms and conditions availability of the Financing shall other) have been satisfied (or would be no less favorable taken as a whole than those previously set forth in satisfied simultaneously with the Proposal Letters or any replacement letters. ADI Closing), Buyer shall use its best efforts to satisfy at cause the Lenders and the Revolving Lenders and other Persons to fund the Acquisition Financing and the JV Financing, as the case may be (including taking enforcement action to cause such lenders and other Persons to provide such financing). Buyer shall not agree to or before the Closing all conditions permit any amendment, supplement or other modification of, or waive any of its rights under, any Financing Document or any definitive agreements related to the transactions constituting Financing, in each case, without Seller’s prior written consent, except amendments, supplements or other modifications of a Financing Document to provide for the assignment of a portion of the Financing to additional agents or arrangers and the granting to such persons of approval rights as are customarily granted to additional agents or arrangers, or amendments, supplements or other modifications that would not reasonably be expected to prevent, materially impede or materially delay the consummation of the Financing or the transactions contemplated by this Agreement; provided, that upon any such amendment, supplement or modification of any Financing Document, Buyer shall provide a copy thereof to Seller. (c) Buyer shall give Seller prompt written notice of any material breach by any party to the Financing Documents (assuming for purposes of this Section 5.14(c) the effectiveness of the Amendment and the Revolving Credit Agreement) of which Buyer becomes aware. (d) Buyer shall keep Seller informed on a current basis in reasonable detail of the status of its drawing down efforts to arrange the cash proceeds thereunderJV Financing.

Financing. (a) ADI Subject to the terms and conditions of this Agreement, Buyer shall deliver use its reasonable best efforts to Artistic take, or cause to be taken, all appropriate actions and to do, or cause to be done, all things reasonably necessary to arrange and obtain the Financing on or before a timely basis (taking into account the date (which shall be no later than five Business Days after it has been cleared by anticipated timing of the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date"Marketing Period) on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such time. (b) In the event that all or any portion of the Financing provided for in the Proposal Letters has become unavailable at or prior to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI Buyer than those contained in the aggregate than provided for Commitment Letters (including any “market flex” provisions that are contained in the Proposal Letters. Fee Letter), including using its reasonable best efforts to (ci) During maintain in effect the period from the Mailing Date through the Closing Date, in the event that all or any portion of the Financing provided for in the Proposal Commitment Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and (subject to the right of Buyer to replace, restate, supplement, modify, assign, substitute or amend the Commitment Letters in accordance herewith), (ii) enter into definitive agreements with respect to the Debt Commitment Letter (such definitive agreements being referred to as the “Debt Financing Agreements”) on terms and conditions no less favorable to ADI Buyer than those contained in the aggregate than provided for Debt Commitment Letter and the Fee Letter (including any such “market flex” provisions contained in the Proposal Fee Letter) and with no conditions to the funding of the Debt Financing Agreements other than those contained in the Commitment Letters delivered on the Effective Date and attached as Exhibit 5.5, (iii) satisfy, and use reasonable best efforts to cause the Debt Financing Sources to satisfy, on a timely basis (taking into account the anticipated timing of the Marketing Period) or obtain the waiver of all conditions applicable to Buyer contained in the Commitment Letters (or any definitive agreements related thereto), (iv) consummate the Financing contemplated by the Commitment Letters and the Fee Letter substantially concurrently with the Closing and (v) enforce its rights under the Commitment Letters or the Debt Financing Agreements (including through litigation diligently pursued in good faith). Buyer shall keep Sellers informed upon request on a reasonable basis and in reasonable detail of the status of its efforts to arrange the Financing. Buyer shall give Sellers prompt notice upon having knowledge of any breach by any party of any of the Commitment Letters or any termination of any of the Commitment Letters. ADI Buyer shall keep Artistic promptly informed provide Sellers with any material notices from the Debt Financing Sources relating to the availability of the Debt Financing at the Closing. (b) Other than as set forth in Section 6.8(c), Buyer shall not, without the prior written consent of Sellers (such consent not to be unreasonably withheld, conditioned or delayed), permit any material amendment or modification to be made to, or any material waiver of any provision or remedy under, the Commitment Letters (it being understood that the exercise of any “market flex” provisions contained in the Fee Letter shall be deemed not to be an amendment, modification or waiver) to the extent such amendment, modification or waiver would (i) impose new or additional conditions to the receipt of the Financing, or otherwise amend or modify any of the conditions, to the receipt of the Financing in a manner that would reasonably be expected to prevent or materially impair or delay the Closing or (ii) reduce the aggregate amount of the Financing such that Buyer would not or does not have sufficient cash proceeds to permit Buyer to pay the Closing Purchase Price and all material developments other amounts required to be paid by Buyer on the Closing Date under this Agreement; provided that Buyer may amend, supplement or modify the Debt Commitment Letter to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities (or titles with respect to such entities) so long as such addition or replacement would not affect the availability of the total Debt Financing on the Closing Date; provided further that Buyer shall notify Sellers in writing of any amendment, supplement or other modification of, or waiver of any provision or remedy under, the Commitment Letters not otherwise prohibited by the foregoing clause (i) or (ii), promptly, and in any event within two (2) Business Days, after the time such amendment, supplement, modification or waiver is agreed. Upon any such amendment, supplement or other modification of, or waiver under, the Equity Commitment Letter or Debt Commitment Letter in accordance with this Section 6.8(b), the term “Equity Commitment Letter” or “Debt Commitment Letter”, as applicable thereto, shall mean such Commitment Letter as so amended, supplemented, modified or waived. (c) If any portion of the Debt Financing becomes unavailable on the terms and conditions (including any “market flex” provisions that are contained in the Fee Letter) set forth in the Debt Commitment Letter and the Fee Letter (other than as a result of Sellers’ material breach of any provision of this Agreement, or failure to satisfy the conditions set forth in Article VII), Buyer shall (x) promptly, and in any event within two (2) Business Days, notify Sellers of such unavailability and (y) promptly use its reasonable best efforts to arrange and obtain alternative financing for any such portion of the Debt Financing from the same or alternative sources, which may include one or more of a senior secured debt financing, an offering and sale of notes, or any other financing or offer and sale of other debt securities, or any combination thereof (the “Alternative Financing”); provided that Buyer shall not be required to arrange or obtain any Alternative Financing having terms and conditions less favorable to Buyer in any material respect (as reasonably determined by Buyer) than the terms and conditions (including “market flex” provisions) contained in the Debt Commitment Letter and the Fee Letter. In the event Buyer enters into any Alternative Financing, (i) any reference in this Agreement to the “Debt Commitment Letter” shall be deemed to include the commitment letter with respect to such Alternative Financing, (ii) any reference in this Agreement to the “Debt Financing” shall be deemed to include such Alternative Financing (and consequently the term “Financing” shall be deemed to include the Equity Financing and the Alternative Financing), (iii) any reference in this Agreement to the “Committed Lenders” shall be deemed to include the persons committing to provide such Alternative Financing and (iv) any reference in this Agreement to the “Debt Financing Sources” shall be deemed to include the persons providing or arranging such Alternative Financing; provided further that Buyer shall deliver to Sellers complete and correct copies of all amendments, supplements, other modifications or agreements pursuant to which any Alternative Financing shall be made available to Buyer promptly, and in any event within two (2) Business Day, after the time such amendments, supplements, other modifications or agreements are agreed (provided, that the existence and/or amount of fees, flex provisions, pricing terms, pricing caps and other commercially sensitive numbers specified in any fee letter may be redacted). (d) ADI intends that Prior to the terms Closing, Sellers shall, and conditions of shall cause their Affiliates (including the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI Acquired Companies) to, and shall use its their reasonable best efforts to satisfy cause any of their respective personnel and Representatives (including legal and accounting representatives) to, use their reasonable best efforts to cooperate with Buyer as necessary in connection with the arrangement and obtaining of the Debt Financing or any high-yield bonds being issued in lieu of all or a portion of the Debt Financing as may be reasonably requested by Buyer and is customary for financing of such type (provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of Sellers or any of their Affiliates (including the Acquired Companies)), including: (A) furnishing Buyer and the Debt Financing Sources as promptly as practicable with (x) the Audited Financial Statements, accompanied by the audit reports thereon of PricewaterhouseCoopers and (y) unaudited combined balance sheets and related statements of income and cash flow of the Business prepared in accordance with GAAP for any subsequent interim period ended at or before least 45 days prior to the Closing Date and for the comparable period of the prior fiscal year, together with all related notes and schedules thereto (the “Interim Financial Statements”), in the case of each of clauses (x) and (y), prepared in accordance with GAAP and in compliance with Regulation S-X (other than Rules 3.03(e), 3-09, 3-10 and 3-16 of Regulation S-X), (B) furnishing Buyer and the Debt Financing Sources as promptly as practicable with all other financial information reasonably necessary to allow Buyer to prepare pro forma financial statements (including for the most recent four fiscal quarter period ended at least 45 days prior to the Closing Date) prepared in accordance with GAAP, which need not be prepared in compliance with Regulation S-X or include adjustments for purchase accounting to the extent not customary in private placements pursuant to Rule 144A promulgated under the Securities Act, financial data, business and other information (including a customary “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to the Business) regarding the Business of the type that would be required by Regulation S-X (including Item 3-05 thereof, but excluding Rules 3.03(e), 3-09, 3-10 and 3-16 of Regulation S-X) and Regulation S-K (other than Item 402 of Regulation S-K) for a registered public offering of non-convertible debt securities of Buyer, in each case to the extent the same is of the type and form customarily included in, and subject to other exceptions that are customary for, an offering memorandum for private placements of non-convertible high-yield bonds under Rule 144A promulgated under the Securities Act, or otherwise necessary to receive from the independent auditors of the Business (and any other auditor to the extent financial statements audited or reviewed by such auditor are or would be included in such offering memorandum) customary “comfort” (including “negative assurance” comfort) with respect to the financial information of the Business to be included in such offering memorandum and which, with respect to the Interim Financial Statements, shall have been reviewed by the independent auditors of the Business as provided in AU 722 and (C) using reasonable best efforts to cause the auditors of the Business to furnish consents for use of their unqualified audit reports in any materials relating to the Debt Financing or any high yield bonds being issued in lieu of all or a portion of the Debt Financing (the authorization letters referred to in clause (v) below, the draft comfort letters referred to in clause (vii) below and all information specified in this clause (i), the “Required Information”); provided that, for the avoidance of doubt, such Required Information shall not include, the preparation of pro forma financial information by the Sellers and their Affiliates; provided, further, that the Sellers and their Affiliates shall not be required to provide any audited, unaudited or other financial statements except the Audited Financial Statements and the Interim Financial Statements; (ii) causing the Acquired Companies’ management teams, with appropriate seniority and expertise, at reasonable times and upon reasonable notice, to assist in preparation for and participate a reasonable number of management and other meetings (including customary one-on-one meetings with the parties acting as lead arrangers, bookrunners or agents for, and prospective lenders and buyers of, the Debt Financing), lender presentations, due diligence sessions, drafting sessions, road shows or rating agency presentations in connection with the Debt Financing or any high-yield bonds being issued in lieu of all or a portion of the Debt Financing; (iii) assisting Buyer and the Debt Financing Sources with the preparation of materials for customary offering memoranda, confidential information memoranda, lender presentations, high-yield roadshow presentations or memoranda, private placement memoranda, bridge teasers, syndication memoranda, bank information memoranda and similar documents and rating agency presentations required in connection with the Debt Financing or any high-yield bonds being issued in lieu of all or a portion of the Debt Financing, including (x) records, data or other information reasonably necessary to (1) support any statistical information or claims relating to the Business appearing in the aforementioned materials and (2) allow Buyer to prepare any financial projections which are conditions to the transactions constituting availability of the Debt Financing and (y) rating agency presentations; (iv) taking reasonable steps to facilitate the granting of guarantees and the pledging, granting of security interests in, and otherwise granting of liens on, the assets of the Business which are conditions to the availability of the Debt Financing pursuant to customary guarantee, pledge and security agreements to be effective from and after the Closing; (v) providing customary authorization letters to the Debt Financing Sources authorizing the distribution of information to prospective lenders (including customary 10b-5 and material non-public information representations) which shall be reasonably acceptable to Sellers in all respects; (vi) disclosing certain information (by filing a Form 8-K with the U.S. Securities and Exchange Commission) identified by Sellers or Buyer relating to the Business for purposes of permitting such information to be included in marketing materials or memoranda for the Debt Financing (or any high yield bonds being issued in lieu of all or a portion of the Debt Financing) to be provided to potential investors who do not wish to receive material non-public information with respect to Sellers and their subsidiaries or the Business in the sole discretion of Sellers in consultation with Buyer; (vii) using reasonable best efforts to cause PricewaterhouseCoopers to furnish to Buyer and the Debt Financing Sources promptly with drafts of customary comfort letters that the independent auditors of the Company (and any other auditor to the extent financial statements audited or reviewed by such auditor are or would be included in such offering memorandum) are prepared to deliver upon “pricing” of any high-yield bonds being issued in lieu of all or a portion of the Debt Financing and to its drawing down cause PricewaterhouseCoopers to deliver such comfort letters upon the cash proceeds thereunder.“pricing” of any such high-yield bonds; (viii) promptly, and in any event no later than three Business Days prior to the Closing, providing all documentation and information that any lender, provider or arranger of any Debt Financing or trustee for the high-yield bonds has reasonably requested at least twelve Business Days prior to the Closing Date in connection with such Debt Financing or high-yield bonds under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (ix) executing and delivering the Debt Financing Agreements and any other credit agreements, indentures, notes, guarantees, pledge and security documents, including blocked account and control arrangements, hedging arrangements, other definitive financing documents and other certificates or documents and back-up therefor and for legal opinions as may be reasonably requested by Buyer or the Debt Financing Sources (including delivery of a certificate of the chief financial officer or treasurer (or other comparable officer) of the Business substantially in the form attached as Annex I to Exhibit E to the Debt Commitment Letter certifying the solvency, after giving effect to the transactions contemplated hereby, of the Business on a consolidated basis) in each case to the extent such documents are required to be delivered in connection with the authorization of the Debt Financing or any high-yield bonds being issued in lieu of all or a portion of the Debt Financing and the Debt Financing Agreements and the execution and delivery of the Debt Financing Agreements in anticipation of the Closing; (x) cooperating with Buyer and Buyer’s efforts to obtain corporate and facilities ratings, consents, landlord waivers and estoppe

Financing. (a) ADI Seller shall, and shall deliver cause its Affiliates to, and shall use its commercially reasonable efforts to Artistic cause its and its Affiliates’ respective officers, directors, employees, accountants, consultants, legal counsel, agents and other advisors and representatives to, provide commercially reasonable cooperation in connection with the arrangement by Buyer of bank financing and/or bond offerings for the purpose of financing the Transactions, the fees and expenses incurred in connection therewith and the other transactions contemplated hereby (the “Debt Financing”) as may be reasonably requested by Buyer; provided that, without limiting Section 6.12, (i) such requested cooperation shall not unreasonably interfere with the ongoing operations of Seller and its Affiliates, (ii) Seller and its Affiliates shall not be required to provide any audited or unaudited “carve-out” financial statements of the Business and (iii) Seller and its Affiliates shall not be required to provide any updates to the Financial Information. Buyer shall, promptly upon request by Seller, reimburse Seller for all out-of-pocket costs incurred by Seller or any of its Affiliates in connection with such cooperation. Buyer and its Affiliates shall, on a joint and several basis, indemnify and hold harmless Seller and its Affiliates from and against any Damages suffered or before incurred by them in connection with the date arrangement of the Debt Financing and any information utilized in connection therewith. Seller shall have the right to consent to the use of its and its Affiliates’ logos in connection with the Debt Financing (which consent shall not be no later than five Business Days after it has been cleared by the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptlyunreasonably withheld)) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such time. (b) In the event that all or any portion of the Financing provided for in the Proposal Letters has become unavailable at or prior Notwithstanding anything to the Mailing Datecontrary in this Section 6.06, regardless of fault, ADI shall deliver Buyer acknowledges and agrees that its obligation to Artistic within 10 Business Days of consummate the Mailing Date, proposal, commitment or similar letters from others providing for Transactions on the financing necessary for the consummation of the transactions contemplated hereby, on terms and subject to terms and the conditions no less favorable to ADI in set forth herein are not contingent on any debt or equity financing (including the aggregate than provided for in Debt Financing) or the Proposal Lettersreceipt of the proceeds therefrom. (c) During None of the period from the Mailing Date through the Closing DateDebt Financing Sources, in the event that all their capacities as such, will have any liability to Seller, any former, current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of Seller (in each case in their capacities as such), or any portion former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any of the Financing provided for foregoing (in each case in their capacities as such) (each, a “Related Party”), relating to or arising out of this Agreement or the Proposal Letters becomes unavailableDebt Financing, regardless whether at law, or equity, in contract, in tort or otherwise, and neither Seller nor any of fault, ADI shall deliver to Artistic within 30 days its Related Parties will have any rights or claims against any of the date that such financing became unavailableDebt Financing Sources, proposalin their capacities as such, commitment hereunder or similar letters from others providing for thereunder. For the financing necessary for the consummation avoidance of doubt, nothing in this Section 6.06(c) shall limit any obligations of the transactions contemplated hereby, on and subject Debt Financing Sources to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the FinancingBuyer or its Affiliates. (d) ADI intends that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunder.

Financing. Subject to the other terms and conditions of this Agreement, the Buyer shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and consummate the Financing on the terms and conditions described in the Equity Commitment Letters, including using reasonable best efforts to (ax) ADI shall satisfy on a timely basis all conditions to funding in the Equity Commitment Letters and any definitive agreements to be entered into pursuant thereto and (y) negotiate, execute and deliver definitive agreements with respect to Artistic on or before the date (which shall be no later than five Business Days after it has been cleared Financing consistent with the terms and conditions contemplated by the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such time. (b) Equity Commitment Letters. In the event any portion of the Financing becomes unavailable on the terms and conditions (including any “flex” provisions) contemplated in the Equity Commitment Letters, and such portion is reasonably required to fund any of the payments described herein and any other fees, expenses and other amounts required to be paid by the Buyer related to the Financing or the other Transactions, (A) the Buyer shall promptly notify the Seller and (B) the Buyer shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms and conditions not materially less favorable, taken as a whole, to the Buyer (the “Alternative Financing”), in an amount sufficient to consummate the Transactions as promptly as practicable following the occurrence of such event. The Buyer shall promptly notify the Seller in writing (A) if to the Knowledge of the Buyer there exists any 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 the Equity Commitment Letters, (B) of the receipt by the Buyer of any written notice or other written communication from Financing Partner or its representatives with respect to any actual breach, default, termination or repudiation by any party to the Equity Commitment Letters or (C) if, for any reason, the Buyer no longer believes in good faith that it will be able to obtain all or any portion of the Financing provided for in contemplated by the Proposal Equity Commitment Letters has become unavailable at on the terms described therein. The Buyer shall not consent to (a) any amendment or prior modification to, or any waiver of any provision under, the Equity Commitment Letters or any definitive agreements relating to the Mailing DateFinancing if such amendment, regardless of fault, ADI shall deliver to Artistic within 10 Business Days modification or waiver (i) decreases the aggregate amount of the Mailing DateFinancing, proposal, commitment (ii) imposes new or similar letters from others providing for the financing necessary for the consummation additional conditions or otherwise expands any of the transactions contemplated hereby, on and subject conditions to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date, in the event that all or any portion receipt of the Financing provided for in or (iii) would otherwise reasonably be expected to (A) prevent the Proposal Letters becomes unavailableClosing, regardless of fault, ADI shall deliver to Artistic within 30 days of (B) make the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financing. (d) ADI intends that the terms and conditions funding of the Financing shall be no materially less favorable taken as a whole than those previously set forth in likely to occur or (C) adversely impact the Proposal ability of the Buyer to enforce its rights against the other parties to the Equity Commitment Letters or any replacement lettersdefinitive agreements with respect thereto without prior consent of the Seller. ADI The Buyer shall furnish to the Seller a copy of any amendment, modification, waiver or consent of or relating to the Equity Commitment Letters promptly upon execution thereof. The Buyer shall use its reasonable best efforts to satisfy at or before maintain the Closing all conditions effectiveness of the Equity Commitment Letters until the Transactions are consummated. For purposes of this Agreement, references to “Financing” shall include the Alternative Financing, and references to the transactions constituting the Financing and to its drawing down the cash proceeds thereunder“Equity Commitment Letters” shall include any equity commitment letter for an Alternative Financing.

Financing. (a) ADI Buyer shall deliver use its reasonable best efforts to Artistic take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to (i) satisfy on a timely basis (or before obtain a waiver of) all material terms, conditions, representations and warranties applicable to Buyer set forth in the date Commitment Letters; (which shall be no later than five Business Days after it has been cleared ii) maintain in effect the Commitment Letters, negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Securities Commitment Letters or on other terms acceptable to Buyer which would not be reasonably expected to delay or prevent the Closing; (iii) consummate the Financing pursuant to the Commitment Letters at the Closing and Exchange Commission (it being understood iv) enforce the counterparties’ obligations and its rights under the Commitment Letters, provided that Artistic will under no circumstances shall Buyer or any of its Affiliates be required to, or be required to permit the Company or its Subsidiaries to, issue any equity or debt securities or sell, dispose or otherwise transfer any assets in order to satisfy any conditions in the Commitment Letters or in order to arrange or obtain any Financing pursuant to the Commitment Letters. If any portion of the Financing described in the Commitment Letters becomes unavailable on the terms and conditions described above, Buyer shall (i) immediately notify ADI the Securityholders’ Representative and (ii) use its reasonable best efforts to obtain alternative financing (the “Alternative Financing”) from alternative sources (on terms and conditions that are no less favorable to Buyer than the terms and conditions as set forth in the Commitment Letters) as promptly as practicable following the occurrence of such clearance promptly)event; provided however, that Buyer shall not be required to obtain financing which in Buyer’s reasonable judgment includes: (i) terms which are, taken as a whole, less advantageous to Buyer or (ii) economic terms less advantageous to Buyer, in each case relative to those the "Mailing Date") on which Commitment Letters. Buyer shall keep the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed Securityholders’ Representative promptly apprised of material developments relating to the stockholders Financing pursuant to the Commitment Letters, including providing immediate notice of Artistic true and correct copies any breach by any party to, or termination of, any Commitment Letters or any other document relating to such Financing. For the avoidance of each Proposal Letter which doubt, Buyer shall be not terminate or consent to the termination of any of the Commitment Letters prior to the expiration thereof in full force and effect at such timeaccordance with its terms except in connection with obtaining Alternative Financing. (b) In The Company Group shall provide and shall use their reasonable best efforts to cause their controlled Affiliates to provide, reasonable cooperation and assistance to Buyer in connection with the event that all or any portion arrangement of the Financing provided for Financing, including, without limitation, participating in the Proposal Letters has become unavailable at or prior to the Mailing Datea reasonable number of meetings, regardless of faultpresentations, ADI shall deliver to Artistic within 10 Business Days of the Mailing Datedrafting sessions and due diligence sessions and providing such customary certificates, proposal, commitment or similar letters from others providing for the documents and financial reports as may be reasonably requested by Buyer and its financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letterssources. (c) During Buyer acknowledges and agrees that the period from the Mailing Date through the Closing DateCompany and its Affiliates and their respective directors, officers, employees, agents and representatives shall not, except as set forth in the event Section 4.11(b), have any responsibility for, or incur any liability to any Person under, any financing that all or any portion of the Financing provided for Buyer may raise in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of connection with the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financing. (d) ADI intends that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters by this Agreement or any replacement letters. ADI cooperation provided pursuant to Section 4.11(b) and that Buyer shall use indemnify and hold harmless the Company and its best efforts to satisfy at Affiliates and their respective directors, officers, employees, agents and representatives from and against any and all losses, damages, claims, costs or before the Closing all conditions to the transactions constituting expenses suffered or incurred by any of them in connection with the Financing and any information utilized in connection therewith (other than historical information relating to the Company or its drawing down Subsidiaries or other information furnished by the cash proceeds thereunderCompany or its Subsidiaries or any Affiliate thereof).

Financing. (a) ADI shall deliver On or prior to Artistic on or before the date hereof, Buyer has delivered to Seller (which shall be no later than five Business Days after it has been cleared by the Securities i) a true and Exchange Commission (it being understood that Artistic will notify ADI complete copy of such clearance promptly)) a commitment letter (the "Mailing DateCommitment Letter") on which executed by Buyer and Credit Suisse (the Proxy Statement "Bank") indicating the Bank's commitment to provide bank financing (the "Bank Financing") for the acquisition of the Business by Buyer and (ii) a true and complete copy of the Replacement Precious Metals Agreement (as defined in the Merger Agreement) is scheduled to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such time. (b) In the event that all or any portion of the Financing provided for in the Proposal Letters has become unavailable at or Section 5.9 hereof). Buyer has, prior to the Mailing Datedate of this Agreement, regardless delivered, and hereafter will deliver or cause to be delivered, to Seller (or its designated representatives) true and complete copies of fault, ADI shall deliver to Artistic within 10 Business Days all drafts of all documentation prepared and exchanged by the parties in respect of the Mailing Date, proposal, commitment or similar letters from others providing for Bank Financing (other than drafts of the Commitment Letter) such delivery to be made promptly after the receipt of the documentation. The Bank Financing is sufficient and adequate financing necessary for to permit the consummation of Buyer to consummate the transactions contemplated hereby, on and subject by this Agreement. Buyer agrees to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date, in the event that all or any portion of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financing. (d) ADI intends that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before obtain the Closing all Bank Financing on the terms contemplated by the Commitment Letter, except for such changes which will not adversely affect Seller, and otherwise on such terms and conditions as are reasonably satisfactory to Buyer and Seller; provided however, that, to the extent they cannot obtain Bank Financing on such terms, Buyer shall otherwise use its best efforts to obtain financing for the transactions constituting contemplated by this Agreement on terms reasonably satisfactory to Buyer and Seller. Seller agrees to cooperate with Buyer in connection with Buyer's obtaining the Bank Financing, including, without limitation, the establishment of security arrangements contemplated by the Bank Financing as of the Closing. Following receipt by Buyer of any written or oral communication to the effect that the Bank is contemplating not providing the Bank Financing or is terminating or canceling or modifying in any respect the Commitment Letters, Buyer shall immediately communicate to Seller the terms thereof and to its drawing down the cash proceeds thereunder.as soon as practicable

Financing. (a) ADI Subject to the terms and conditions of this Agreement, Buyer shall deliver use its reasonable best efforts to Artistic on or before arrange and to consummate the Financing as soon as reasonably practicable after the date of this Agreement on the terms and conditions described in the Financing Commitments (provided, that Buyer may replace or amend the Financing Commitments to add lenders, lead arrangers, bookrunners, syndication agents or similar entities, as applicable, which had not executed the Financing Commitments as of the date hereof, or otherwise replace or amend the Financing Commitments so long as any such replacement or amendment would not (x) expand the conditions precedent to the Financing as set forth in the Financing Commitments as of the date hereof, (y) be reasonably expected to delay the Closing or (z) reduce the aggregate amount available under the Financing Commitments below an amount that, when combined with Buyer’s other sources of funds, is sufficient to pay the Purchase Price and all related fees and expenses in connection with this Agreement and the transactions contemplated hereby at the Closing), which reasonable best efforts shall be no later than five Business Days after it has been cleared by the Securities include (i) negotiating definitive agreements with respect thereto on terms and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) conditions contained therein (the "Mailing Date"“Debt Financing Agreements”), (ii) satisfying on which the Proxy Statement (as defined a timely basis all conditions in the Merger AgreementFinancing Commitments and the Debt Financing Agreements and (iii) is scheduled to be mailed to enforcing its rights under the stockholders of Artistic true Financing Commitments and correct copies of each Proposal Letter which shall be in full force the Debt Financing Agreements and effect at such time(iv) drawing upon any bridge financing provided for therein. (b) In the event that all or any portion of the Financing provided for becomes unavailable on the terms and conditions contemplated in the Proposal Letters has become unavailable at Financing Commitments or prior the Debt Financing Agreements (other than due to the Mailing Date, regardless failure of fault, ADI shall deliver a condition to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the Financing resulting from a breach of any representation, warranty, covenant or agreement of Sellers set forth in this Agreement), Buyer shall use its reasonable best efforts to arrange to obtain, as promptly as reasonably practicable, financing from alternative sources in an amount sufficient to consummate the transactions contemplated herebyby this Agreement on terms not materially less favorable to Buyer than those contained in the Financing Commitments (the “Alternative Financing”) and to obtain (and, when obtained, to provide Sellers with a copy of) a new financing commitment for the Alternative Financing (the “Alternative Financing Commitment Letter”). To the extent applicable, Buyer shall use its reasonable best efforts to arrange and to consummate the Alternative Financing as soon as reasonably practicable on and subject to the terms and conditions no less favorable to ADI described in the aggregate than Alternative Financing Commitment Letter, which reasonable best efforts shall include (i) negotiating definitive agreements with respect thereto on terms and conditions contained therein (the “Alternative Financing Agreements”), (ii) satisfying on a timely basis all conditions in the Alternative Financing Commitment Letter and the Alternative Financing Agreements, (iii) enforcing its rights under the Alternative Financing Commitment Letter and the Alternative Financing Agreements and (iv) drawing upon any bridge financing provided for in the Proposal Letterstherein. (c) During the period from the Mailing Date through the Closing Date, Buyer shall give Sellers notice as promptly as reasonably practicable (and in the any event that all within two (2) Business Days) following any breach or threatened breach or of any portion termination or threatened termination by any party of the Financing provided for Commitments or the Debt Financing Agreements and, if applicable, the Alternative Financing Commitment Letter or the Alternative Financing Agreements. Buyer shall keep Sellers informed on a reasonably current basis (and at any time upon either Seller’s reasonable request) in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days reasonable detail of the date that such financing became unavailablestatus of its efforts to arrange the Financing and, proposalif applicable, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Alternative Financing. (d) ADI intends Prior to the Closing, Dover US shall use its commercially reasonable efforts to provide to Buyer and the Financing Sources, and shall cause each of the Acquired Companies to use its commercially reasonable efforts to provide, such cooperation as reasonably requested by Buyer and its Financing Sources that is customary in connection with the terms arrangement of the debt financing, and conditions the other transactions, contemplated in the Financing Commitments, including (i) assistance in the preparation of a customary confidential information memorandum for the Financing and other customary marketing materials to be used in connection therewith, (ii) providing all customary information with respect to the Acquired Companies and the IP Assets and the Business, including all projections to the extent reasonably requested (including financial estimates, budgets, forecasts and other forward-looking information) and other financial information (including the Required Information), as may be reasonably requested in connection with the structuring, arrangement and syndication of the Financing (in each case subject to customary confidentiality arrangements which are no less restrictive than the Confidentiality Agreement), (iii) executing and delivering, as of the Closing, any guarantees, pledge and security documents, other definitive financing documents (including obtaining pay-off letters, lien releases and instruments of termination or discharge), or other certificates or documents contemplated by the Financing Commitments and hedging agreements as may be reasonably requested by the Financing Sources and otherwise reasonably facilitating the pledging of collateral, in each case solely to be executed and delivered by, and relating to, the Acquired Companies, (iv) participating in one or more meetings of prospective lenders (and to the extent necessary, conference calls with prospective lenders) under the Financing at times and locations to be mutually agreed upon; (v) furnishing Buyer promptly with all documentation and other information as reasonably requested by Buyer at or prior to the Closing Date in connection with such Financing under applicable “know your customer” and anti-money laundering rules and regulations; and (vi) ensuring that there shall be no less favorable taken as a whole than those previously set forth competing issuances, offerings, placements or arrangements of debt securities or commercial bank or other credit facilities, being issued, offered, placed or arranged by the Acquired Companies or any of their Subsidiaries if such debt securities or commercial bank or other credit facilities could, in the Proposal Letters good faith judgment of the lead arranger for the Financing, materially impair the primary syndication of the Financing. (e) Buyer acknowledges and agrees that, except as otherwise expressly provided in this Section 7.6, Sellers and Sellers’ Affiliates and representatives have no responsibility for any financing (including, for the avoidance of doubt, the Financing and the Alternative Financing) that Buyer may raise in connection with the transactions contemplated hereby and shall not be requested to sign any authorization letter to the Debt Financing Sources. Sellers and Sellers’ Affiliates shall not have any responsibility for any offering materials or any replacement letters. ADI shall use other related documents prepared by or on behalf of or utilized by Buyer or its best efforts to satisfy at Affiliates, Lenders or before the Closing all conditions other financing sources, in connection with Buyer’s financing activities related to the transactions constituting contemplated hereby, including any offering memorandum, banker’s book or any other written materials used in connection with any debt or securities offering or other such financing. (f) Notwithstanding anything contained herein to the contrary, compliance by Buyer with this Section 7.6 shall not relieve Buyer of its obligation to consummate the transactions contemplated by this Agreement whether or not the Financing and to its drawing down the cash proceeds thereunderis available.

Financing. (a) ADI Buyer shall, and shall deliver cause its Affiliates to, use commercially reasonable efforts to Artistic take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on or before the date (which shall be no later than five Business Days after it has been cleared by the Securities terms and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined conditions described in the Merger AgreementCommitment Letters, including using commercially reasonable efforts to (i) is scheduled to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be maintain in full force and effect the Commitment Letters, (ii) negotiate and execute definitive agreements with respect thereto on substantially the terms and conditions (including the conditions to the initial funding thereunder) contemplated by the Commitment Letters (any such agreements, the “Financing Definitive Agreements”), and deliver to Sellers a copy thereof as promptly as practicable (and no later than one Business Day) after such execution, (iii) satisfy on a timely basis all conditions of Buyer applicable to the Financing in the Commitment Letters or the Financing Definitive Agreements and comply with all obligations thereunder and (iv) consummate the Financing in accordance therewith at such time. (b) or prior to the Closing. In the event that all applicable conditions provided for under the Commitment Letters or the Financing Definitive Agreements have been satisfied or, upon funding will be satisfied, Buyer shall, and shall cause its Affiliates to, use commercially reasonable efforts to cause the lenders and the other Persons providing such Financing to fund on the Closing Date the Financing required to consummate the transactions contemplated by this Agreement. Buyer shall have the right from time to time to amend, replace, supplement or otherwise modify or waive any of its rights under the Commitment Letters with respect to the Financing or the Financing Definitive Agreements or substitute other financing for all or any portion of the Financing provided for in the Proposal Letters has become unavailable at or prior to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through same or alternative financing sources; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision of such Commitment Letters or such Financing Definitive Agreements that amends the Closing Date, in the event that Financing or substitutes any other financing source for all or any portion of the Financing provided for shall not (A) materially expand upon the conditions precedent or contingencies to the funding on the Closing Date of the Financing as set forth in the Proposal applicable Commitment Letters becomes unavailable, regardless of fault, ADI shall deliver or the Financing Definitive Agreements or otherwise materially affect Buyer’s ability to Artistic within 30 days of obtain the date that such financing became unavailable, proposal, commitment Financing on a timely basis or similar letters from others providing for the financing necessary for (B) prevent or impede the consummation of the transactions contemplated herebyby this Agreement. If any portion of the Financing becomes unavailable or Buyer or any of its Affiliates becomes aware of any event or circumstance that makes or could reasonably be expected to make any portion of the Financing unavailable prior to the Termination Date, in each case, on and subject to substantially the terms and conditions no less favorable to ADI contemplated in the aggregate than provided for Commitment Letters or the Financing Definitive Agreements, Buyer shall, and shall cause its Affiliates to, use commercially reasonable efforts to arrange and obtain alternative financing from the same or alternative financial institutions in an amount and on terms sufficient to consummate on a timely basis the Proposal LettersTransactions contemplated by this Agreement. ADI Buyer shall give the Sellers prompt notice of any breach or default (or an event that with notice or lapse of time or both would reasonably be expected to constitute a breach or default) which is known to Buyer by any party to the Commitment Letters or the Financing Definitive Agreements, of any condition not likely to be satisfied prior to the Termination Date and of any termination of any of the Commitment Letters or the Financing Definitive Agreements. Buyer shall keep Artistic promptly Sellers reasonably informed of all material developments with respect the status of its efforts to consummate the Financing. (b) At the sole cost of Buyer, Sellers shall cause the Companies and their respective Affiliates to use commercially reasonable efforts, and shall use its and their commercially reasonable efforts to cause each of their respective officers, employees and advisors and other representatives to provide any cooperation reasonably requested by Buyer in connection with the Debt Financing or any alternate debt financing or debt securities issuance in connection with the financing of the transactions contemplated by this Agreement (collectively the “Financing Arrangements”); provided that (A) such requested cooperation does not materially interfere with the ongoing operations of Sellers or the Companies; (B) in no event shall Sellers or the Companies be required to take any actions that would encumber any of Sellers’ or the Companies’ assets or properties prior to the consummation of the transactions contemplated by this Agreement or that would result in a breach of or default under (including with the passage of time and/or the giving of notice) any agreement to which any of Sellers or the Companies is a party or by which any of them or their Assets are bound; and (C) until the Closing occurs, neither Sellers nor the Companies shall (aa) be required to pay any commitment or other similar fee, (bb) have any liability or any obligation for which it is not entitled to reimbursement by Buyer pursuant to this Section 6.17 under any credit agreement, securities purchase agreement or any related document or any other agreement or document related to the Debt Financing (or alternative financing that Buyer may, consistent with the terms hereof, raise in connection with the Transactions contemplated by this Agreement) or (cc) be required to incur any other liability in connection with the Debt Financing (or any such alternative financing) unless reimbursed or satisfactorily indemnified by Buyer. (c) At Closing (or promptly after termination of this Agreement if terminated pursuant to Article IX), Buyer (i) shall reimburse Sellers or the Companies for all reasonable and documented out-of-pocket costs (including reasonable attorneys’ fees) to the extent incurred by Sellers, the Companies or their respective directors, officers, employees and advisors in connection with the cooperation of the Sellers or the Companies contemplated by this Section 6.17, (ii) acknowledges and agrees that Sellers, the Companies (prior to the Closing Date) and their respective directors, officers, employees and advisors shall not have any responsibility for, or incur any liability to any Person under, any of the Financing Arrangements and (iii) shall indemnify and hold harmless Sellers, the Companies and their respective directors, officers, employees and advisors from and against any and all Losses or any such costs or liabilities incurred by any of them in connection with any of the Financing Arrangements or Financing Definitive Agreements and any information used in connection therewith, other than any Losses, costs or liabilities arising solely with respect to any information provided in writing by Sellers or the Companies specifically for such purpose and unaltered by any Person or resulting from gross negligence, willful misconduct or fraud of the Sellers, the Companies and their respective directors, officers, employees and advisors. (d) ADI intends In the event that the terms Commitment Letters or the Financing Definitive Agreements are amended, replaced, supplemented or otherwise modified, including as a result of obtaining alternative financing in accordance with Section 6.17(a), or if Buyer substitutes other financing for all or a portion of the Financing, Buyer shall comply with its covenants in Section 6.17(a) with respect to the Commitment Letters and conditions of the Financing Definitive Agreements, as so amended, replaced, supplemented or otherwise modified and with respect to such other financing to the same extent that Buyer would have been obligated to comply with respect to the Financing and the provisions in this Section 6.17 relating to the Commitment Letters and the Financing Definitive Agreements, and the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts deemed to satisfy at or before the Closing all conditions refer to the transactions constituting Commitment Letters and the Financing Definitive Agreements as so amended, replaced, supplemented or otherwise modified and to its drawing down the cash proceeds thereundersuch other financing, as applicable.

Financing. Buyer shall use commercially reasonable efforts to close a Financing on terms reasonably acceptable to Buyer five (a5) ADI business days prior to each time a payment is required to be made pursuant to Section 3 herein, provided that any such Financing shall deliver not contain terms and conditions which are adverse to Artistic or otherwise prejudice the rights of the Seller Entities or otherwise limit Buyer’s ability to fulfill its obligations under this Agreement. Buyer shall use commercially reasonable efforts to satisfy, on or before the date (which shall be no later than five Business Days after it has been cleared by the Securities and Exchange Commission (it being understood prior to each payment date, all requirements that Artistic will notify ADI are conditions to its consummation of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed Financing and to the stockholders drawing down of Artistic true the cash proceeds under the Financing required to fund the cash payment to the Seller Entities on such payment date. “Financing” means debt and/or equity financings as may be necessary to pay all amounts as may be required in connection with the payment of the amounts due and correct payable to the Seller Entities under Section 3. Without limiting the generality of the foregoing, Buyer shall (i) notify the Seller Entities and deliver any executed amendments to any financing commitment letter, (ii) provide to the Seller Entities copies of each Proposal Letter which shall be in full force and effect any financing commitment letters at such time. least five (b5) In days prior to the event that all or any portion close of the Financing provided for contemplated by such commitment letter and any definitive agreements entered into by Buyer or any of its Affiliates in connection with any such Financing and all executed amendments or modifications regarding any such letters or agreements, (iii) notify the Seller Entities of any assertion by any lender under any financing commitment letter or any other commitment letter or definitive agreements entered into in relation to a Financing that any condition contained in the Proposal Letters financing commitment letter or definitive agreements entered into in relation to a Financing has become unavailable not been satisfied or waived or cannot be a satisfied or waived at or prior the time such condition is required to be satisfied and (iv) discuss with the Mailing Date, regardless Seller Entities at the Seller Entities’ reasonable request the status of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date, in the event that all or any portion of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financing. (d) ADI intends that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunder.

Financing. a. The Purchaser shall use, and shall cause its Affiliates to use, its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done all things necessary, proper or advisable to arrange and consummate the Debt Financing (aor any Alternative Financing) ADI shall on the terms and conditions described in the Debt Financing Agreements and to cause the conditions precedent described in the Debt Commitment Letter to be satisfied in a timely basis, including using its commercially reasonable efforts to (i) maintain in effect the Debt Financing Agreements (including by complying with so-called “flex” provisions) until the funding of the Debt Financing at or prior to Closing, (ii) satisfy on a timely basis (or obtain a waiver of) all conditions and covenants applicable to the Purchaser to obtaining the Debt Financing at Closing as set forth therein, (iii) negotiate, execute and deliver definitive agreements with respect to Artistic such Debt Financing on or before the date terms and conditions (which shall be no later than five Business Days after it has been cleared including the “flex” provisions) contemplated by the Securities Debt Financing Agreements (and Exchange Commission provide copies thereof to the Seller), (it being understood that Artistic will notify ADI iv) fully pay any and all commitment fees or other fees required by the Debt Financing Agreements and (v) upon satisfaction of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined conditions set forth in the Merger Agreement) is scheduled Debt Commitment Letter, consummate the Debt Financing at or prior to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such time. (b) Closing. In the event that the Purchaser becomes aware of any event or circumstance that makes procurement of all or any portion of the Debt Financing provided for unlikely to occur in the Proposal Letters has become unavailable at manner or prior to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Datesources contemplated in, in the event that all or any portion of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver pursuant to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financing. (d) ADI intends that the terms and conditions of, the Debt Commitment Letter and such Debt Financing or portion thereof is reasonably required for the Purchaser to consummate the transactions contemplated by this Agreement, the Purchaser shall reasonably promptly notify the Seller, and the Purchaser shall use its commercially reasonable efforts to obtain, as promptly as practicable following the occurrence of such event or circumstance, replacement financings in the form of commitments (other than amounts that are replaced by other funds available to the Purchaser) from alternate sources (the “Alternative Financing”) on terms and conditions that will enable the Purchaser to consummate the transactions contemplated by this Agreement and that are not materially less favorable in the aggregate to the Purchaser than those contained in the Debt Commitment Letter; provided, however, that such Alternative Financing shall not (i) be subject to any additional or modified conditions or other contingencies to the funding of the Debt Financing than those contained in the Debt Commitment Letter or (ii) otherwise be reasonably likely to impair or materially delay the Closing or the date on which the Debt Financing would be obtained. The Purchaser shall deliver to the Seller complete and correct copies of all material amendments, supplements, other modifications to the Debt Commitment Letter and all agreements pursuant to which any Alternative Financing shall be no less favorable taken made available to the Purchaser. For purposes of this Agreement, the term “Debt Financing” shall also be deemed to include any alternate Alternative Financing obtained by the Purchaser and the term “Debt Commitment Letter” shall also be deemed to include any commitment letter (or similar agreement) with respect to such Alternative Financing. b. Prior to the Closing, the Seller shall use commercially reasonable efforts to provide, and shall cause its Subsidiaries and its and their respective officers, directors and employees, and shall instruct its accountants, consultants, investment bankers, legal counsel, agents and other advisors and representatives to use their respective commercially reasonable efforts to provide, in connection with the arrangement of the Debt Financing, all reasonable cooperation (including with respect to timeliness) requested by the Purchaser that is customary in connection with the arrangement of debt financing for transactions that are substantially similar to the transactions contemplated by this Agreement, including using commercially reasonable efforts to (i) provide financial and other pertinent information, including any Required Information regarding the Seller and its Subsidiaries and the Business as a whole than those previously may be reasonably requested in writing by the Purchaser in order to consummate the Debt Financing or as necessary to satisfy the conditions set forth in the Proposal Letters Debt Commitment Letter, (ii) participate in a reasonable number of meetings, due diligence and drafting sessions, presentations (including, without limitation, marketing (or similar) presentations, and lender or other investor presentations) and sessions with rating agencies, (iii) assisting in preparing customary documents and materials, including confidential information memoranda, lender and investor presentations, rating agency presentations and similar documents and materials in connection with the Debt Financing (including the execution and delivery by officers of the Seller of customary authorization letters), (iv) reasonably cooperating in satisfying the conditions precedent set forth in the Debt Commitment Letter or any replacement lettersdefinitive document relating to the Debt Financing (to the extent that such conditions precedent in such definitive documents are materially consistent with the conditions precedent set forth in the Debt Commitment Letter and the satisfaction of such condition requires the cooperation of, and is within the control of, the Seller and/or any of its Subsidiaries) and (v) furnishing the Purchaser and the Financing Sources promptly with all documentation and other information which any Financing Source providing or arranging Debt Financing has determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, it being understood and agreed that information and documents provided by the Seller may be delivered to agents and lenders and other Financing Sources under the Debt Commitment Letter and their representatives (subject to customary arrangements for confidentiality, including the Purchaser providing prior written notice of disclosure to the Seller); provided, however, that neither the Seller nor any of its Subsidiaries shall be required to pay any commitment or other fee or incur any other liability or obligation in connection with the Debt Financing or to take any action that would be prohibited by any applicable Law or cause a default of, or breach under, or otherwise violate any Contract. ADI The Purchaser shall use promptly, upon request by the Seller, reimburse the Seller for all out-of-pocket costs and expenses (including attorneys’ fees) incurred by the Seller in connection with the cooperation of the Seller contemplated by this Section 5.13(b) and shall indemnify and hold harmless the Seller and its best efforts directors, officers, employees, representatives and Affiliates (collectively, the “Cooperation Indemnitees”) from and against any and all Losses suffered or incurred by any of them in connection with the arrangement of the Debt Financing and any information used in connection therewith, except to satisfy at the extent suffered or before incurred as a result of the willful misconduct or bad faith of the Cooperation Indemnitees. c. Prior to the Closing all without the prior written consent of the Seller, the Purchaser shall not permit any material amendment or modification to be made to, or any waiver of any provision or remedy of, any Debt Financing Agreement, if such amendments, modifications or waiver would impose new or additional conditions or otherwise expand, amend, modify or waive any of the conditions to receipt of the Debt Financing, if such amendment, modification or waiver would reasonably be expected to cause a material delay to receipt of the Debt Financing under any Debt Financing Agreement or if such amendment, modification or waiver would reduce the amount of the Debt Financing below an amount which, when combined with the cash or cash equivalents otherwise available to the Purchaser, would not provide the Purchaser with sufficient funds to consummate the transactions contemplated by this Agreement; provided that for the avoidance of doubt, the Purchaser may replace, modify, supplement or amend the Debt Commitment Letter to add lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Debt Commitment Letters as of the date hereof, and make other amendments, modifications or waivers, as long as such replacement, modification, supplement or amendment does not result in the imposition of new or additional conditions or otherwise expand, amend, modify or waive any of the conditions to the transactions constituting receipt of the Debt Financing in a manner which would reasonably be expected to cause a material delay to the receipt of the Debt Financing or, if applicable, the Alternative Financing. d. Notwithstanding any other provision of this Agreement, for all purposes of this Agreement, unless the Seller shall have engaged in willful misconduct or bad faith in connection with its obligations under this Section 5.13, the Seller shall not be deemed to be in breach of any of its obligations under, and it shall be deemed to have complied with all of its drawing down obligations contained in this Section 5.13. e. The Purchaser acknowledges and agrees that it shall not be a condition to Closing for the cash proceeds thereunderPurchaser to obtain the Debt Financing or the Alternative Financing.

Financing. (a) ADI Each of Parent and Merger Subsidiary shall deliver use their respective reasonable best efforts to Artistic on take, or before cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the date (which shall be no Financing in an amount required to satisfy the Required Amount not later than five Business Days after it has been cleared the Closing Date on the terms and conditions described in or contemplated by the Securities and Exchange Commission Financing Letters (it being understood that Artistic will notify ADI including complying with any valid request requiring the exercise of such clearance promptly)“market flex” provisions in the fee letter associated with the Debt Commitment Letters) (or on other terms with respect to conditionality that are not less favorable to Parent than the "Mailing Date") on which the Proxy Statement (as defined conditions set forth in the Merger AgreementFinancing Letters and otherwise on terms and conditions as would not have any result, event or consequence described in any of clauses (A) is scheduled through (D) of Section 8.08(c)), including using reasonable best efforts to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be (i) maintain in full force and effect the Financing Letters, (ii) negotiate and execute definitive agreements with respect to the Debt Financing required to pay the Required Amount (after taking into account any available Equity Financing) (which, with respect to the bridge facility documentation, shall not be required until reasonably necessary in connection with the funding of the Debt Financing required to pay the Required Amount (after taking into account any available Equity Financing)) on the terms and conditions contained in the Debt Commitment Letters (which may reflect “market flex” provisions) (or on other terms with respect to conditionality that are not less favorable to Parent than the conditions set forth in the Financing Letters and otherwise on terms and conditions as would not have any result, event or consequence described in any of clauses (A) through (D) of Section 8.08(c)) (such definitive agreements, the “Definitive Financing Agreements”), (iii) satisfy and comply with on a timely basis (except to the extent that Parent and Merger Subsidiary have obtained the waiver of) all conditions and covenants to the funding or investing of the Financing required to pay the Required Amount applicable to Parent or Merger Subsidiary in the Financing Letters and the Definitive Financing Agreements that are within their control that are to be satisfied by Parent or Merger Subsidiary, (iv) consummate the Financing in an amount required to pay the Required Amount at such timeor prior to the Closing and (v) enforce its rights under the Debt Commitment Letters. Neither Parent nor Merger Subsidiary shall release or consent to the termination of the obligations of the Debt Financing Sources to provide the Debt Financing in an amount required to pay the Required Amount (after taking into account any available Equity Financing). (b) In the event that, notwithstanding the use of reasonable best efforts by Parent to satisfy its obligations under Section 8.08(c), any portion of the Debt Financing in an amount required to pay the Required Amount (after taking into account any available Equity Financing) becomes unavailable on the terms and conditions (including any “market flex” provisions) contemplated in the Debt Commitment Letters, Parent shall use its reasonable best efforts to, as promptly as practicable following the occurrence of such event, notify the Company of such unavailability and Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange to obtain alternative financing on terms and conditions not less favorable to Parent than the terms and conditions (including any “market flex” provisions) contained in the Debt Commitment Letters in an amount sufficient, when added to the portion of the Financing that is and remains available and taking into account any available Equity Financing, to pay the Required Amount (“Alternative Financing”) and to obtain and promptly provide the Company with a copy of the new executed commitment letter that provides for such Alternative Financing (and any related executed fee letters, fee credit letter and engagement letters, as applicable, in connection therewith, copies of which shall be provided to the Company (it being understood that any such fee letter, fee credit letter and engagement letter may be redacted as to fee amounts, “flex” terms and other commercially sensitive economic terms customarily redacted, so long as such redactions do not relate to any terms that may adversely affect the conditionality, enforceability, availability or termination of the Alternative Financing Commitment Letter or reduce the aggregate principal amount of the Debt Financing below the amount required to pay the Required Amount)) (the “Alternative Financing Commitment Letter”). In furtherance of, and not in limitation of, the foregoing, in the event that any portion of the Debt Financing in an amount required to pay the Required Amount (after taking into account any available Equity Financing) becomes unavailable, regardless of the reason therefor, but any bridge facilities contemplated by the Debt Financing (or alternative bridge facilities obtained in accordance with this Section 8.08(b)) are available on the terms and conditions described in the Debt Commitment Letters, then Parent shall use reasonable best efforts to cause the proceeds of such bridge financing to be used in lieu of such contemplated Debt Financing as promptly as practicable following the occurrence of such event. For purposes of this Agreement (other than with respect to representations in this Agreement made by Parent or Merger Subsidiary that speak to the date of this Agreement) references to (i) the “Financing” and “Debt Financing” shall include the debt financing contemplated by the Debt Commitment Letters and any such Alternative Financing, (ii) the “Financing Letters” and the “Debt Commitment Letters” shall include the Debt Commitment Letters to the extent not superseded by the Alternative Financing Commitment Letter and any such Alternative Financing Commitment Letter, (iii) the “Definitive Financing Agreements” shall include the definitive documentation relating to the debt financing completed by the Debt Commitment Letters and any such Alternative Financing and (iv) the “Debt Financing Sources” shall include the financial institutions and other entities party to any Alternative Financing Commitment Letter. (c) Neither Parent nor Merger Subsidiary shall permit or consent to or agree to any amendment, restatement, replacement, supplement, termination or other modification or waiver of any provision or remedy under, (i) the Equity Commitment Letter (other than to increase the amount of Equity Financing available thereunder) without the prior written consent of the Company or (ii) the Debt Commitment Letters, without the prior written consent of the Company, if such amendment, restatement, supplement, termination, modification or waiver would (A) impose new or additional conditions precedent to the funding of the Debt Financing or would otherwise adversely change, amend, modify or expand any of the conditions precedent to the funding of the Debt Financing, (B) be reasonably expected to prevent or delay the availability of all or a portion of the Debt Financing necessary to pay the Required Amount (after taking into account any available Equity Financing) or the consummation of the transactions contemplated by this Agreement, (C) reduce the aggregate amount of the Debt Financing below the amount necessary to pay the Required Amount (after taking into account any available Equity Financing) or (D) otherwise adversely affect the ability of the Parent or Merger Subsidiary to enforce their rights under the Debt Commitment Letters; provided that Parent may amend the Debt Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or other entities who had not executed the Debt Commitment Letters as of the date of this Agreement. For purposes of this Agreement (other than with respect to representations in this Agreement made by Parent or Merger Subsidiary that speak as of the date of this Agreement), references to (i) the “Equity Financing”, “Debt Financing” and “Financing” will include the financing contemplated by the Financing Letters as permitted by this Section 8.08 to be amended, restated, replaced, supplemented or otherwise modified or waived and (ii) the “Debt Commitment Letters”, “Equity Commitment Letter” or “Financing Letters” shall include such document as permitted by this Section 8.08(c) to be amended, restated, replaced, supplemented or otherwise modified or waived, in each case from and after such amendment, restatement, replacement, supplement or other modification or waiver. Notwithstanding anything to the contrary in this Agreement, in no event shall any Alternative Financing Commitment Letter, or any amendment, restatement, amendment and restatement, modification or supplement to, or replacement of, the Debt Commitment Letters, be deemed to adversely expand the obligations of the Company and its Subsidiaries to assist with respect to the Debt Financing under the Company Cooperation Covenant. (d) Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 8.07 will require, and in no event will the reasonable best efforts of Parent or Merger Subsidiary be deemed or construed to require, either Parent or Merger Subsidiary to (i) seek the Equity Financing from any source other than a counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter or (ii) pay any fees in excess of those contemplated by the Equity Commitment Letter or the Debt Commitment Letters. (e) Parent shall give the Company prompt written notice after Parent’s knowledge (i) of any default or breach (or any event that, with or without notice, lapse of time or both, would, or would reasonably be expected to, give rise to any default or breach) by any party under any of the Financing Letters or the Definitive Financing Agreements of which Parent or Merger Subsidiary becomes aware, (ii) of any termination of any of the Financing Letters, (iii) of the receipt by Parent or Merger Subsidiary of any written notice or other written communication from any Debt Financing Source with respect to any (A) actual or potential default, breach, termination or repudiation of any Financing Letter or any Definitive Financing Agreement, or any material provision thereof, in each case by any party thereto, or (B) material dispute or disagreement between or among any parties to any Financing Letter or the Definitive Financing Agreements that would reasonably be expected to prevent or materially delay the Closing or make the funding of the Financing required to pay the Required Amount on the Closing Date less likely to occur and (iv) of the occurrence of an event or development that would reasonably be expected to adversely impact the ability of Parent or Merger Subsidiary to obtain all or any portion of the Financing provided for in necessary to pay the Proposal Letters has become unavailable at or prior Required Amount (after taking into account any available Equity Financing). Without limitation of the foregoing, upon the request of the Company from time to time, Parent will update the Company on the material activity and developments of its efforts to arrange and obtain the Debt Financing, including by providing copies of all definitive agreements (and drafts of all offering documents and marketing materials) related to the Mailing DateDebt Financing, regardless of faultand any amendments, ADI shall deliver modifications or replacements to Artistic within 10 Business Days of the Mailing Date, proposal, commitment any Debt Commitment Letter (or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal LettersAlternative Financing Commitment Letter). (c) During the period from the Mailing Date through the Closing Date, in the event that all or any portion of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financing. (d) ADI intends that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunder.

Financing. (a) ADI The Company shall deliver to Artistic on or before cooperate with the date (which Buyer and Parent in connection with entering into the Financing Agreements and obtaining the Financing. The Parent and the Buyer shall be no later than five Business Days after it has been cleared entitled to negotiate and determine the terms of the Financing Agreements in their sole discretion, including any documents related thereto, and in connection therewith, each of the Acquired Companies and Seller shall enter into all necessary or appropriate arrangements and use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all other things necessary, proper or advisable with respect thereto, in each case as may be reasonably requested by the Parent or the Buyer. The Parent shall provide to the Company copies of all agreements relating to the Financing Agreements and keep the Company reasonably informed of all material developments in respect thereof. Unless requested, or consented to in advanced, by the Parent or the Buyer, the Company shall not, and shall cause its Subsidiaries not to, enter into any other Contracts with respect to the Financing. The Company shall use (and cause its Subsidiaries to use) commercially reasonable efforts to provide to the Parent and the Buyer all cooperation reasonably requested by the Parent and the Buyer in connection with arranging and obtaining the Financing and causing all conditions precedent to be satisfied by the Company in the Financing Agreements, including by: (i) assisting with the preparation of offering documents and assisting in the preparation of the pro forma financial statements as reasonably requested by the Parent or the Buyer, (ii) providing all customary financial and other pertinent information regarding the Acquired Companies, including (A) all such information that is requested by the Buyer or the Parent, (B) financial statements prepared in accordance with GAAP, audit reports, and other financial information and financial data, regarding the Acquired Companies of the type and form customarily included in offering documents used in private placements of debt securities under Rule 144A of the Securities Act or as otherwise reasonably requested by the financing sources, to consummate the offerings or placements of any debt securities, in each case assuming that such offering(s) of debt securities were consummated at the same time during the Company’s fiscal year as such offering(s) of debt securities will be made, (C) all other data that would be necessary for the underwriter or initial purchaser of an offering of such securities to receive a customary comfort letter from the Company’s independent accountants in connection with such an offering, and Exchange Commission (it being D) all other available pertinent information and disclosures relating to the Acquired Companies (including their businesses, operations, financial projections and prospects) as may be reasonably requested by the Parent or the Buyer to assist in preparation of the offering documents, and any supplements thereto, (iii) participating in meetings with prospective investors, participating (and permitting members of its senior management to participate) in meetings in connection with the Financing, (iv) participating in meetings with rating agencies and potential investors, (v) participating in due diligence meetings and drafting sessions related to the offering documents, (vi) causing the present and, if applicable, former independent accountants for the Seller and the Company to participate in due diligence meetings and drafting sessions related to the offering documents and making work papers available to Parent and the Buyer, the financing sources and their respective Representatives, (vii) assisting in the preparation of, and executing and delivering, definitive Financing documents, (viii) taking all organizational actions reasonably requested by the Parent or the Buyer to permit the consummation of the Financing, including the granting of security interests (and perfection thereof) in collateral of the Company securing the Financing, (ix) executing and delivering such certificates of officers of the Company or other documents as may be reasonably requested by the Buyer, the Parent or the financing sources and their Representatives; (x) causing the Company’s independent accountants to deliver a customary comfort letter to the financing sources in connection with the Financing and (xi) providing all documentation and other information about Acquired Companies as is reasonably requested in writing by Parent or the Buyer in connection with the Financing that relates to applicable “know your customer” and anti-money laundering rules and regulations including without limitation the USA PATRIOT Act and the requirements of 31 C.F.R. § 1010.230. It is understood that Artistic will notify ADI the Parent and the Buyer may share any information the Company provides to either of such clearance promptly)them pursuant to this Section 5.5(a) (with the "Mailing Date") on which financing sources and their Representatives in connection with the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such timeFinancing. (b) In Notwithstanding paragraph (a) of this Section 5.5, the event that all Company shall not (A) be required to pay any fees (including commitment or any portion of the Financing provided for in the Proposal Letters has become unavailable at or other similar fees) prior to the Mailing DateClosing, regardless (B) be required to incur any expense or other liability in connection with the Financing prior to the Closing that is not reimbursable hereunder, (C) be required to deliver or obtain opinions of faultinternal or external counsel, ADI shall deliver (D) be required to Artistic within 10 Business Days provide access to or disclose information where the Company determines that such access or disclosure would jeopardize the attorney-client privilege, contravene any applicable Law or contravene any confidentiality undertaking, (E) be required to waive or amend any terms of this Agreement, (F) take any action that would result in a contravention of, or that would reasonably be expected to result in a violation, default or breach of, any contract to which it is a party, (G) change its fiscal period, (H) issue any offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in relation to the Mailing DateFinancing, proposal(I) make any representations, commitment warranties or similar letters from others providing for certifications as to which, after the Company’s use of reasonable best efforts to cause such representation, warranty or certification to be true, the Company has in its good faith determined that such representation, warranty or certification is not true, or (J) consent to the pre-filing of UCC-1 financing necessary for statements or any other grant of any Lien that is effective prior to the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal LettersClosing. (c) During The Company hereby consents to the period use of the Company’s logos in marketing materials for the Financing; provided, however, that such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage the Company or the reputation or goodwill of the Company. The Buyer shall promptly, upon request by Seller, reimburse Seller for any reasonable out-of-pocket expenses (including reasonable out-of-pocket attorneys’ fees) incurred by the Company or any of its Affiliates in connection with the cooperation of the Company contemplated by this Section 5.5(c), except that the Buyer shall not be responsible for (i) any ordinary course amounts payable to employees of the Company with respect to services provided prior to the Closing, (ii) any amounts incurred in connection with the Company Financial Statements, or (iii) any other amounts that would have been incurred in connection with the Transactions regardless of the Financing. The Buyer shall indemnify and hold harmless the Company and its Representatives from and against any and all liabilities or losses suffered or incurred by them in connection with the Mailing Date through Company’s cooperation and assistance with respect to the Closing Datearrangement of the Financing and the provision of any information utilized in connection therewith, except in the event that all such liabilities or any portion losses arose out of or result from (i) historical information furnished in writing by or on behalf of the Financing provided for in Company, including financial statements, or (ii) the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days gross negligence or willful misconduct or bad faith of the date that such financing became unavailable, proposal, commitment Seller or similar letters from others providing for the financing necessary for Company. (d) Neither the Company nor any of its Affiliates shall have any obligations under this Section 5.5 following consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financing. (de) ADI intends Notwithstanding anything to the contrary herein, it is understood and agreed that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously condition precedent set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions Section 7.2 as applied to the transactions constituting Company’s obligations under this Section 5.5, shall be deemed to be satisfied unless the Financing and to has not been obtained as a result of the Company’s breach of its drawing down the cash proceeds thereunderobligations under this Section 5.5.

Financing. (a) ADI Buyer shall deliver use reasonable best efforts to Artistic take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable (in its reasonable judgement) to arrange and consummate the Debt Financing at the Closing on the terms and conditions set forth in the Debt Commitment Letters, including using reasonable best efforts to: (i) comply with and maintain the Debt Commitment Letters in effect; (ii) negotiate and enter into definitive agreements with respect to the Debt Financing on conditions described in the Debt Commitment Letters or before on conditions no less favorable (taken as a whole) to Buyer (in the date reasonable judgment of the Buyer); (which iii) comply with and perform the obligations applicable to it pursuant to such Debt Commitment Letters; (iv) to the extent the conditions in Article II have been satisfied or waived, consummate the Debt Financing on the terms and conditions set forth in the Debt Commitment Letters; and (v) satisfy (or obtain wavier thereof) on a timely basis all conditions applicable to it to obtain the Debt Financing that are within its control. If any portion of the Debt Financing expires or terminates or otherwise becomes unavailable, Buyer shall be no later use reasonable best efforts to arrange for and obtain as promptly as reasonably practicable following the occurrence of any such event alternative debt financing (the “Alternative Financing”) in an amount sufficient to consummate the transactions contemplated hereby and perform all of its obligations hereunder on terms and conditions that are not materially less favorable or more onerous (including imposition of new conditions or expansion of existing conditions), in the aggregate, than five Business Days after it has been cleared by those set forth in the Securities and Exchange Commission (Debt Commitment Letters, it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to if Buyer proceeds with any Alternative Financing, Buyer shall be mailed subject to the stockholders same obligations with respect to such Alternative Financing as set forth in this Agreement with respect to the Debt Financing. Nothing contained in this Section 6.05 or elsewhere in this Agreement shall require, and in no event shall the “best efforts”, “commercially best efforts” or “reasonable best efforts” of Artistic true and correct copies the Buyer be deemed or construed to require, the Buyer to (i) seek or obtain equity financing other than the Equity Financing, (ii) pay any fees in excess of each Proposal Letter which shall be those contemplated by any Debt Commitment Letters or the fee letters associated therewith (including the “flex” terms), (iii) agree to any other terms that are materially less favorable to the Buyer or the Acquired Companies than such corresponding material terms contained in full force and effect at such timeor contemplated by the Debt Commitment Letters or the fee letters associated therewith (in either case, whether to secure waiver of any conditions contained therein or otherwise), including any “flex” provision therein, or (iv) bring suit or any other type of legal action against any Lender or other financing source with respect to any obligation under the Debt Commitment Letters or the fee letters associated therewith. (b) In Buyer shall take (or cause to be taken) all actions and do (or cause to be done) all things necessary, proper or advisable (in its reasonable judgment) to obtain the event that all or any portion of Equity Financing on the Financing provided for terms and conditions set forth in the Proposal Letters has become unavailable at or prior Equity Commitment Letter, including to: (i) maintain the Equity Commitment Letter in effect, (ii) negotiate and enter into definitive agreements with respect to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of Equity Financing on conditions described in the Mailing Date, proposal, commitment Equity Commitment Letters or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable (taken as a whole) to ADI Buyer (in the aggregate than provided for reasonable judgment of the Buyer), (iii) comply with and perform the obligations applicable to it pursuant to such Equity Commitment Letter, (iv) to the extent the conditions in Sections 2.01 and 2.02 have been satisfied or waived, consummate the Proposal LettersEquity Financing, including enforcing its rights under the Equity Commitment Letter and causing the Equity Investors to fund the Equity Financing at the Closing, and (v) satisfy on a timely basis all conditions applicable to it in such definitive agreements that are within its control. (c) During Buyer shall not replace, amend or waive any Commitment Letter or any provision thereof (it being agreed that any Alternative Financing complying with the period from provisions hereof shall not be deemed an amendment, modification, waiver or replacement) without the Mailing Date through Seller’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) if such replacement, amendment or waiver would, or would reasonably be expected to, when taken together with any other amendments, modifications, or waivers: (i) delay or prevent the Closing, (ii) make the funding of any of the Financings (or satisfaction of the conditions to obtaining any of the Financings) less likely to occur, (iii) adversely impact the ability of Buyer to enforce its rights against the other parties to the Commitment Letters or the definitive agreements with respect thereto, the ability of Buyer to consummate the transactions contemplated by this Agreement to be consummated at the Closing Date, in or the event that all or any portion likelihood of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of such transactions to be consummated at the transactions contemplated herebyClosing, on and subject (iv) reduce (or would reasonably be expected to terms and conditions no less favorable to ADI in have the effect of reducing) the aggregate than provided for amount of any of the Financings (including by changing the amount of fees to be paid or original issue discount of the Debt Financing unless the Equity Financing is increased by a corresponding amount) to an amount below what is necessary to pay the Required Amount (after giving effect to other available financing), or (v) impose new conditions or adversely expand, amend or modify any of the existing conditions to the receipt of any of the Financings, or otherwise add, expand, amend or modify any other provision of the Commitment Letters, in a manner that would reasonably be expected to delay or prevent the Proposal Lettersfunding of any of the Financings (or satisfaction of the conditions to any of the Financings) at the Closing. ADI shall keep Artistic promptly informed Upon any permitted amendment, supplement, modification or replacement of all material developments any Commitment Letter (including with respect to any Alternative Financing) in accordance with this Section 6.05, the term “Commitment Letters” shall mean the Commitment Letters as so amended, supplemented, modified or replaced, and references to “Financings”, “Equity Financing”, “Debt Financing” and/or “Alternative Financing” shall including the financing contemplated by the Commitment Letters as so amended, supplemented, modified or replaced. (d) ADI intends that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunder.

Financing. (a) ADI shall deliver to Artistic on or before From the date hereof until the Closing Date, each of Parent and Buyer shall (which shall i) use its reasonable best efforts to take, or cause to be no later than five Business Days after it has been cleared by taken, all actions and to do, or cause to be done, all things necessary to arrange the Securities Debt Financing on the terms and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined conditions described in the Merger AgreementDebt Financing Commitment (including complying with any request exercising so-called “flex” provisions) is scheduled and to be mailed to the stockholders of Artistic true consummate and correct copies of each Proposal Letter which shall be in full force and effect at such time. (b) In the event that all or any portion of obtain the Financing provided for in the Proposal Letters has become unavailable at or prior to the Mailing End Date, regardless of fault, ADI shall deliver including using its reasonable best efforts to Artistic within 10 Business Days of (A) maintain in effect the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI Debt Financing Commitment in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date, in the event that all or any portion of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments accordance with respect to the Financing. (d) ADI intends that the terms and conditions thereof, (B) satisfy (or use its reasonable best efforts to obtain the waiver of) all conditions applicable to Parent and Buyer in the Debt Financing Commitment (excluding any condition that cannot be satisfied as a direct result of the failure of any condition set forth in Section 10.01 or 10.02 of this Agreement or non-compliance by the Seller, the Transferred Subsidiaries and the Business with the provisions of Section 7.14 of this Agreement) and (C) negotiate and enter into such definitive agreements to be entered into in accordance with the Debt Financing shall be Commitment (the “Financing Agreements”) consistent in all material respects with the terms and conditions (including any “flex” provisions) contemplated by the Debt Financing Commitment or on other terms no less favorable taken as a whole than those previously in any material respect to Parent or Buyer, including with respect to conditionality and (ii) subject to the satisfaction (or waiver by the Debt Financing Sources) of all conditions set forth in the Proposal Letters Debt Financing Commitment, consummate the Debt Financing at or prior to Closing and cause the applicable Financing Sources to fund the Debt Financing in an amount sufficient, together with the Equity Financing, to consummate the transactions contemplated by this Agreement and for Parent and Buyer to pay all other amounts payable by Parent and Buyer pursuant to the Transaction Documents and the Debt Financing Commitment at or prior to the Closing; provided that such efforts shall not include taking enforcement actions against the Debt Financing Sources or the Debt Financing Source Related Persons). Each of Parent and Buyer shall, upon the reasonable request of Seller, provide updates to Seller in reasonable detail of the status of its efforts to arrange the Debt Financing (or Alternative Financing obtained in accordance with Section 7.13(d)). Without limiting the generality of the foregoing, each of Parent and Buyer shall provide Seller with prompt written notice (A) of any breach or default (or any replacement letters. ADI shall use its best efforts event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to satisfy at give rise to any breach or before default) by any party to any Financing Commitment (or to any Alternative Financing obtained in accordance with Section 7.13(d)) and (B) of the Closing all conditions receipt of any #88639600v31 written notice or other written communication from any Person with respect to any (x) actual or potential breach or default, (y) withdrawal, termination or repudiation by any party to any Financing Commitment (or to any Alternative Financing obtained in accordance with Section 7.13(d)) or (z) material dispute or disagreement between or among any parties to any Financing Commitment (or to any Alternative Financing obtained in accordance with Section 7.13(d)), in each case of clauses (A), (B)(x) and (B)(z), that would reasonably be expected to prevent, impede, delay or impair the availability of the Financing or the ability of Parent and Buyer to consummate the transactions constituting the Financing and to its drawing down the cash proceeds thereundercontemplated by this Agreement in a timely manner.

Financing. (a) ADI Subject to the terms and conditions of this Agreement, Parent shall deliver use its reasonable best efforts to Artistic (i) obtain the Debt Financing on or before the date (which shall be no later than five Business Days after it has been cleared by the Securities terms and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined conditions described in the Merger AgreementDebt Commitment Letter or on other terms and conditions not materially less favorable to MidCo than those described in the Debt Commitment Letter (in each case, as may be reasonably determined by Parent), (ii) is scheduled maintain in effect the Debt Commitment Letter until the Transactions are consummated, and (iii) satisfy, or cause to be mailed satisfied, on a timely basis all conditions to the stockholders closing of Artistic true and correct copies of each Proposal funding under the Debt Commitment Letter which shall be in full force and effect at such time. (b) In applicable to MidCo that are within its control; provided that MidCo may amend or modify the event that Debt Commitment Letter, and/or elect to replace all or any portion of the Debt Financing provided for or increase the amount of debt financing to be obtained with alternative debt financing (the “Alternative Financing”), in each case so long as (A) the Proposal Letters has become unavailable at or prior to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days aggregate proceeds of the Mailing DateCash Financing will be sufficient for Parent to pay (1) the Merger Consideration, proposal, commitment or similar letters from others providing for the financing necessary for and (2) any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby, on and subject to Transactions upon the terms and conditions contemplated hereby and (B) such amendment or modification or the Alternative Financing would not prevent, materially delay or materially impede or impair the ability of Parent to consummate the Transactions. Parent shall deliver to the Company true and complete copies of all Contracts or other arrangements pursuant to which any alternative sources have committed to provide the Alternative Financing (the “Alternative Financing Documents”) (except for customary engagement and fee letters) as promptly as practicable after execution thereof. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter and to the extent is not replaced by the Alternative Financing, Parent shall promptly notify the Company. (b) Notwithstanding anything to the contrary contained in this Agreement, nothing contained in Section 6.07(a) shall require, and in no event shall the reasonable best efforts of Parent be deemed or construed to require, Parent to pay any fees in excess of, or agree to “market flex” provisions less favorable to ADI Parent or the Surviving Company (or any of their Affiliates) than, those contemplated by the Debt Commitment Letter and/or, if applicable, the Alternative Financing Documents (in the aggregate than provided for in the Proposal Letterseach case, whether to secure waiver of any conditions contained therein or otherwise). (c) During Subject to applicable Law and the period from the Mailing Date through the Closing Dateterms and conditions of this Agreement, in the event that all Parent, MidCo and Merger Sub agree not to amend, modify or waive any portion provision of the Financing provided for in Documents, if such amendment, modification or waiver reduces (or would reduce) the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days aggregate amount of the date Cash Financing or imposes new or additional conditions or otherwise expands, amends or modifies the conditions to the Cash Financing in a manner that such financing became unavailable, proposal, commitment would be expected to prevent or similar letters from others providing for materially delay the financing necessary for the consummation ability of the transactions contemplated herebyCompany, on and subject Parent, MidCo or Merger Sub to terms and conditions no less favorable consummate the Transactions or otherwise adversely impact the ability of Parent, MidCo or Merger Sub to ADI in enforce its rights against the aggregate than provided for in other parties to the Proposal LettersFinancing Documents. ADI Parent shall keep Artistic promptly informed give the Company prompt notice (i) upon becoming aware of all material developments any breach of any provision of, or termination by any party to, the Financing Documents or (ii) upon the receipt of any written notice from any person with respect to any threatened breach or threatened termination of the FinancingFinancing Documents. (d) ADI intends that The Company agrees to provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide to Parent, all reasonable cooperation as may be requested by Parent or its Representatives in connection with the terms Debt Financing and/or Alternative Financing and conditions the Transactions, including: (i) participation in meetings, presentations, due diligence sessions, road shows, sessions with rating agencies and other meetings, including arranging for reasonable direct contact between senior management, representatives and advisors of the Company or its Subsidiaries with Representatives of Parent and any sources or prospective sources of the Debt Financing shall be no less favorable taken as a whole than those previously set forth and/or Alternative Financing; (ii) assisting in the Proposal Letters preparation of offering memoranda, private placement memoranda, bank information memoranda, prospectuses, rating agency presentations, other marketing documents and similar documents reasonably requested by Parent or any replacement letters. ADI shall use its Representatives in connection with the Debt Financing and/or Alternative Financing (including using reasonable best efforts to satisfy obtain consents of accountants for use of their reports in any materials relating to the Debt Financing and/or Alternative Financing and delivery of one or more customary representation letters); (iii) as promptly as practicable, furnishing Parent and any sources or prospective sources of the Debt Financing and/or Alternative Financing with financial and other pertinent information (including without limitation, certifying in writing by an authorized representative of the Company, the allocation of the Available Cash between retained earnings of the relevant Subsidiaries of the Company and other cash) regarding the Company and its Subsidiaries as may be reasonably requested by Parent or any sources or prospective sources of the Debt Financing and/or Alternative Financing and is reasonably available to the Company (the “Required Information”) and using reasonable best efforts to cause the Company’s independent accountants to provide assistance and cooperation in connection therewith to Parent and any sources or prospective sources of the Debt Financing and/or Alternative Financing; (iv) reasonably cooperating with advisors, consultants and accountants of Parent or any sources or prospective sources of the Debt Financing and/or Alternative Financing with respect to the conduct of any examination, appraisal or review of the financial condition or any of the assets or liabilities of the Company or any of its Subsidiaries, including for the purpose of establishing collateral eligibility and values; (v) assisting in the preparation of one or more credit agreements, note purchase agreements, indentures and/or other instruments, as well as any pledge and security documents, and other definitive financing documents, collateral filings or other certificates or documents as may be requested by Parent and otherwise facilitating the pledging of collateral; (vi) (A) to the extent necessary in connection with the Debt Financing and/or Alternative Financing and not prohibited by applicable Laws, facilitating the granting of guaranty, security or pledging of collateral and (B) executing and delivering any guaranty, pledge and security documents, commitment letters, certificates and other definitive financing documents (the “Definitive Debt Documents”), provided that any collateral pledged or security granted by the Company or any of its Subsidiaries under, and any obligations of the Company or any of its Subsidiaries under, any Definitive Debt Documents to which it is a party shall be contingent upon the occurrence of the Effective Time; (vii) taking all actions reasonably necessary to (A) permit prospective sources of the Debt Financing and/or Alternative Financing to evaluate the Company’s or any of its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements, provided that the information provided in connection therewith to such prospective sources shall be subject to the terms of the Confidentiality Agreements, and (B) establish bank and other accounts, blocked account agreements and lock box arrangements in connection with the foregoing, including over Available Cash; (viii) furnishing Parent and its Representatives, as well as any prospective sources of the Debt Financing and/or Alternative Financing, promptly (and in any event at least ten (10) Business Days prior to the Closing) with all documentation and other information required with respect to the Debt Financing and/or Alternative Financing under applicable “know your customer” and anti-money laundering rules and regulations, provided that the information provided to such prospective sources shall be subject to the terms of the Confidentiality Agreements; (ix) using reasonable best efforts to obtain any necessary rating agencies’ confirmation or before approval of the Debt Financing and/or Alternative Financing; and (x) taking all corporate actions reasonably necessary to permit the consummation of the Debt Financing and/or Alternative Financing, including the execution and delivery of any other certificates, instruments or documents and using reasonable best efforts to obtain consents and legal opinions contemplated by the Debt Financing and/or Alternative Financing or otherwise reasonably requested by ▇▇▇▇▇▇ and to permit the proceeds thereof to be made available at Closing to consummate the Transactions. (e) Neither the Company nor any of its Subsidiaries shall be required to (i) pay any commitment or similar fee prior to the Effective Time or (ii) commit to taking any action that is not contingent upon the Closing all conditions (including entry into any agreement) or would be effective prior to the transactions constituting Effective Time or that would otherwise subject it to actual or potential liability in connection with the Debt Financing and/or Alternative Financing prior to the Effective Time. The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing and/or Alternative Financing. (f) Parent shall, upon the valid termination of this Agreement in accordance with its terms, promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company or its Subsidiaries in connection with any cooperation provided pursuant to this Section 6.07 and shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives for and against any and all liabilities, expenses or losses actually suffered or incurred by them in connection with the arrangement of the Debt Financing and any information utilized in connection therewith (other than information provided in writing by or on behalf of the Company or its Subsidiaries specifically for use in connection therewith), except in the event such liabilities, expenses or losses arose out of or resulted from the fraud, gross negligence, recklessness or willful misconduct of the Company, its Subsidiaries or any of their respective Representatives. Each of Parent, MidCo and ▇▇▇▇▇▇ Sub acknowledges and agrees that the Company and its Subsidiaries and their respective Representatives shall not, prior to its drawing down the cash proceeds thereunderEffective Time, incur any liability to any person under any financing that Parent, MidCo and Merger Sub may raise in connection with the Transactions.

Financing. (a) ADI Buyer shall deliver take, or cause to Artistic be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Financing on the terms and conditions described in the Credit Facility, including (i) maintaining in effect the Credit Facility and, as applicable, any Supplemental Facility without amendment after the date hereof, (ii) negotiating, executing and delivering all documents required under the Credit Facility and, as applicable, any Supplemental Facility to borrow under the Credit Facility and, as applicable, any Supplemental Facility to receive the Financing or before otherwise required with respect to the transactions contemplated hereby and by the Ancillary Agreements, (iii) satisfying on a timely basis all conditions applicable to the Financing in the Credit Facility and, as applicable, any Supplemental Facility that are within the control of Buyer and comply with its obligations under the Credit Facility and, as applicable, any Supplemental Facility, (iv) consummating the Financing at or prior to the Closing, (v) ensuring sufficient availability thereunder such that, when taken together with cash on hand, at Closing and without delay for such availability, the Financing is sufficient to fulfill Buyer’s obligations under this Agreement and the Ancillary Agreements, and (vi) enforcing its rights under the Credit Facility and, as applicable, any Supplemental Facility in the event of a breach by the financing sources that impedes or delays the Closing, including seeking specific performance of the parties thereunder. Buyer shall use its reasonable best efforts to cause the lenders and the other Persons providing such Financing to fund on the Closing Date the Financing required to consummate the transactions contemplated by this Agreement and the Ancillary Agreements (including, notwithstanding anything to the contrary in Section 7.1 of this Agreement, by taking enforcement action, including seeking specific performance, to cause such lenders and the other Persons providing such Financing to fund such Financing). If any portion of the Financing becomes unavailable or Buyer becomes aware of any event or circumstance that makes any portion of the Financing unavailable, in each case, on the terms and conditions contemplated in the Credit Facility and, as applicable, any Supplemental Facility and such portion is reasonably required to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, Buyer shall use its reasonable best efforts to arrange and obtain alternative debt financing from the same and/or alternative financial institutions in an amount sufficient to consummate the transactions contemplated by this Agreement as promptly as practicable following the occurrence of such event; provided that, without limiting the provisions set forth at all times on and after the date of this Agreement, Buyer shall maintain, solely for use for its obligations under this Agreement, available borrowings under its Credit Facility in an amount not less than $250,000,000. Buyer shall give Seller prompt oral and written notice (but in any event not later than one (1) Business Day after the occurrence) of (x) any material breach by any party to the Credit Facility or, as applicable, any Supplemental Facility, (y) any condition not likely to be satisfied or (z) any termination of the Credit Facility or, as applicable, any Supplemental Facility or any obligations to fund thereunder. (b) As promptly as possible after the date hereof, but in no event later than the date (which shall be no later the “FCN Deadline Date”) that is the earlier of (x) one Business Day after Buyer or any of its Subsidiaries raises debt or equity financing in an amount of not less than five Business Days after it has been cleared by $100,000,000 and (y) the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement Bid Deadline Date (as defined in the Merger Bid Procedures Order), Buyer shall deliver written notice to Seller, certified by a senior executive officer on behalf of Buyer and in form and substance reasonably satisfactory to Seller, (i) representing and warranting (without qualification or limitation) to Seller for purposes of Seller’s reliance that Buyer has cash on hand and/or available borrowings under the Credit Facility and, as applicable, any Supplemental Facility to consummate the transactions contemplated by this Agreement and the Ancillary Agreements (including the Main Line Fill Purchase Agreement and the Spur Line Fill Purchase Agreement), (ii) is scheduled covenanting and agreeing with Seller that, at all times on and after the date of such notice, Buyer shall maintain, solely for use for its obligations under this Agreement, cash on hand and/or available borrowings under its Credit Facility and, as applicable, any Supplemental Facility in an amount not less than that needed to be mailed fulfill its obligations under this Agreement and the Ancillary Agreements at the Closing and thereafter, (iii) to the stockholders extent applicable, making the representations, warranties, and covenants required by the definition of Artistic true Supplemental Facility and correct copies (iv) agreeing for the benefit of each Proposal Letter Seller that such representations, warranties and covenants are, respectively, representations, warranties and covenants of Buyer made in, under and pursuant to this Agreement on which Buyer may rely (a written notice meeting all of such conditions, the “Funds Certification Notice”). Without limiting or amending any other rights or remedies to which Seller may be entitled as a result thereof or arising therefrom, in the event that a Funds Certification Notice is not delivered by Buyer to Seller on or prior to the FCN Deadline Date, Seller or an Affiliate thereof may, in its sole discretion, as a non-exclusive remedy, by written notice to Buyer (a “Line Fill Termination Notice”), elect to terminate the obligations of the parties under this Agreement to deliver, or cause an Affiliate to deliver, the Main Line Fill Purchase Agreement and the Spur Line Purchase Agreement at the Closing. (c) In the event that Seller or an Affiliate elects to deliver the Line Fill Termination Notice, (v) effective immediately upon such delivery, automatically and without further action on the part of any Party hereto, (A) Sections 3.2(a)(i), 3.2(a)(ii), 3.3(c)(i) and 3.3(c)(ii) of this Agreement shall be amended and restated as “Intentionally Omitted”, (B) the following shall be deleted from the definition of “Ancillary Agreements”: “, including but not limited to the Main Line Fill Purchase Agreement and the Spur Line Fill Purchase Agreement”, and (C) the following shall be deleted from the definition of “Main Line Fill”: “and as more fully set forth in the Main Line Fill Purchase Agreement”, (w) after giving effect to the amendments described in the immediately foregoing clause (v), the respective rights and obligations of the parties under this Agreement shall remain in full force and effect without delay, (x) Seller shall have the right at such time. any time either prior to or after the Closing, to, or to permit an Affiliate or third party on its behalf to, remove the Main Line Fill and the Spur Line Fill from the Pipeline System at the sole cost and expense of Buyer (bwhether incurred prior to or after the Closing) In the event that all and Buyer shall fully cooperate with and assist Seller and its Affiliates, as Seller or any portion of the Financing provided for in the Proposal Letters has become unavailable at or prior to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing DateAffiliate requests, in the event that all removal, sale to a third party of, or any portion financing involving the Main Line Fill and the Spur Line Fill, (y) Seller shall not be deemed to be in breach of any representation, warranty, covenant or agreement under this Agreement as a result of delivery of the Financing provided Line Fill Termination Notice and (z) Buyer shall indemnify Seller and its Affiliates for in all Losses (without limitation by Section 15.17 of this Agreement) suffered by Seller or any of its Affiliates arising from or related to failure of Buyer to purchase the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver Main Line Fill and the Spur Line Fill when required pursuant to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect this Agreement (determined without regard to the FinancingLine Fill Termination Notice and the amendments affected thereby). (d) ADI intends In no event shall this Section 7.10 be deemed to amend or modify any representations, warranties or other covenants of Buyer under this Agreement or any of the Ancillary Agreements or be construed that the terms and conditions receipt of the Financing is a condition to Buyer’s obligations under this Agreement (it being understood and agreed that, for all purposes of this Agreement, failure of Buyer to deliver the Purchase Price and, unless a Linefill Termination Notice has been delivered by Seller to Buyer prior to such time, the purchase price required under the Main Line Fill Purchase Agreement and the Spur Line Fill Purchase Agreement (whether delivered or required to be delivered by Buyer) shall be no less favorable taken as deemed a willful and intentional breach of this Agreement, regardless of whether such failure results, in whole than those previously set forth or in the Proposal Letters or any replacement letters. ADI shall use its best efforts part from failure to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunderreceive third-party financing).

Financing. (a) ADI Parent shall deliver use its commercially reasonable efforts to Artistic take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the financing on or before the date (which shall be no later than five Business Days after it has been cleared by terms and conditions described in the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) Financing Agreements (the "Mailing Date"“Financing”), including, without limitation, (i) on which the Proxy Statement making a Class B Capital Call (as defined in the Merger Financing Agreements) within five (5) Business Days of the execution of this Agreement in an amount that is sufficient (when aggregated with Parent’s cash as of the date of this Agreement) is scheduled to be mailed consummate the Merger and the other transactions contemplated by this Agreement and (ii) using commercially reasonable efforts to (A) maintain in effect the Financing Agreements, (B) satisfy on a timely basis all conditions applicable to the stockholders Financing in the Financing Agreements that are within the control of Artistic true Parent or the Purchaser and correct copies comply with its obligations thereunder, and (C) consummate the Financing at or prior to the Closing. If any portion of the Financing becomes unavailable or Parent becomes aware of any event or circumstance that makes any portion of the Financing unavailable, in each Proposal Letter which case, on the terms and conditions contemplated by the Financing Agreements and such portion is reasonably required to fund the Payment Fund and consummate the Merger and the other transactions contemplated by this Agreement, Parent shall be use its commercially reasonable efforts to arrange and obtain alternative financing upon terms and conditions not less favorable to Parent or the Surviving Corporation than those in full force the Financing Agreements (as determined in the reasonable judgment of Parent) from the same and/or alternative financial sources in an amount sufficient to fund the Payment Fund and effect at to consummate the Merger and the other transactions contemplated by this Agreement (“Alternative Financing”), as promptly as practicable following the occurrence of such timeevent. (b) In The Company shall provide, and shall cause its Subsidiaries, and shall use its commercially reasonable efforts to cause each of its and their respective Representatives to provide all cooperation reasonably requested by Parent in connection with the event that all Financing or any portion Alternative Financing (collectively the “Financing Arrangements”); provided, however, (i) such requested cooperation does not unreasonably interfere with the ongoing operations of the Financing provided for Company and its Subsidiaries; (ii) in no event shall the Proposal Letters has become unavailable at or Company be required to take any actions that would encumber any of its assets prior to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated herebyMerger or that would result in a breach of any of its Contracts; and (iii) neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or other similar fee, (y) have any liability or any obligation under any Contract related to the Financing Arrangements or (z) be required to incur any other liability in connection with the Financing Arrangements except, in each case, for any commitment, fee, liability or obligation expressly conditioned on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in occurrence of the Proposal LettersClosing. (c) During Parent (i) shall promptly, upon request by the period Company, reimburse the Company for all reasonable and documented out-of-pocket costs (including reasonable attorneys’ fees) to the extent incurred by the Company, any of its Subsidiaries or their respective Representatives in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 6.15 and (ii) shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all Liabilities suffered or incurred by any of them in connection with any of the Mailing Date through Financing Arrangements and any information used in connection therewith, other than with respect to any information provided by the Closing DateCompany or any of its Subsidiaries, except in the event that all such Liabilities arose out of or any portion result from the willful misconduct or gross negligence of the Company, its Subsidiaries or their respective Representatives. (d) In the event that the Financing provided for Agreements are amended, replaced, supplemented or otherwise modified, including as a result of seeking Alternative Financing in accordance with Section 6.15(a), each of Parent and the Proposal Letters becomes unavailableCompany shall comply with its covenants in Sections 6.15(a), regardless of fault(b), ADI shall deliver and (c) with respect to Artistic within 30 days of the date Financing Agreements, as so amended, replaced, supplemented or otherwise modified and with respect to such Alternative Financing to the same extent that such financing became unavailable, proposal, commitment or similar letters from others providing for Parent and the financing necessary for the consummation of the transactions contemplated hereby, on and subject Company would have been obligated to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments comply with respect to the Financing. Notwithstanding anything in this Section 6.15 to the contrary and for the avoidance of doubt, in no event shall the consummation of the Merger or the other transactions contemplated by this Agreement be conditioned upon or subject to the availability, success or consummation of the Financing, any Alternative Financing or any other financing arrangements of Parent or the Purchaser. (de) ADI intends Parent agrees that between the terms date of this Agreement and conditions the earlier of the consummation of the Merger or the termination of this Agreement in accordance with Article VIII, (i) Parent shall promptly inform the Company in the event that it becomes aware of a material breach of the Financing Agreements that could reasonably be expected to adversely affect Parent’s ability to consummate the Merger or the other transactions contemplated by this Agreement, (ii) Parent shall be no less favorable taken as a whole than those previously set forth maintain at least $25,000,000 in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunder.on Parent’s balance sheet,

Financing. (a) ADI The Buyer shall, and shall deliver cause its Affiliates to, use its reasonable best efforts to Artistic on or before obtain the Financing as promptly as practicable after the date of this Agreement taking into account the Marketing Period and, in any event, at or prior to the Closing, subject only to the conditions described in the Financing Commitments, including using its reasonable best efforts, taking into account the Marketing Period, to (which shall be i) comply with its obligations under the Financing Commitments, (ii) negotiate and enter into definitive agreements with respect to the Financing Commitments on terms and conditions (including flex provisions) no later less favorable to the Buyer in any material respect than five Business Days after it has been cleared by those contained in the Securities and Exchange Commission Financing Commitments, (iii) satisfy on a timely basis all conditions contained in the Financing Commitments (including definitive agreements related thereto) to the extent such conditions are within the control of the Buyer, including the payment of any commitment, engagement or placement fees required as a condition to the Financing, (iv) consummate the Financing at or prior to the Closing Date (it being understood that Artistic it is not a condition to Closing under this Agreement, nor to the consummation of the Contemplated Transactions, for the Buyer to obtain the Financing or any alternative financing) and (v) subject to the satisfaction or waiver of the conditions set forth in the Debt Commitment Letter, enforce its rights under the Financing Commitments (including by using reasonable best efforts to cause the Lender, Note Purchaser and other Persons providing the Financing to fund the Financing contemplated by the Debt Commitment Letters; provided that the Buyer shall not be required to bring any litigation (or similar action) against such lenders, note purchasers or any Debt Financing Source). Upon request, the Buyer shall keep the Company informed on a regular basis and in reasonable detail of the status of its efforts to arrange the Financing (including providing the Company with copies of all material definitive agreements and other documents related to the Financing). Without limiting the generality of the foregoing, the Buyer shall give the Company prompt notice, and in any event, within two (2) Business Days, (x) of any breach or default by any party to any of the Financing Commitments or definitive agreements related to the Financing of which the Buyer becomes aware, (y) of the receipt of (A) any written notice or (B) other written communication, in each case from any Financing source with respect to any (1) actual or potential breach, default, termination or repudiation by any party to any of the Financing Commitments or other Contracts related to the Financing or (2) material dispute or disagreement between or among any parties to any of the Financing Commitments or other Contracts related to the Financing with respect to the obligation to fund the Financing or the amount of the Financing to be funded at Closing, and (z) if at any time for any reason the Buyer believes in good faith that it will notify ADI not be able to obtain all or any portion of the Financing in the amounts sufficient to provide the Buyer with the funds necessary for it to consummate the Contemplated Transactions and to perform its obligations under this Agreement, including payment by the Buyer of the Estimated Cash Purchase Price at the Closing and all other amounts payable by the Buyer at the Closing under this Agreement, and to pay all fees and expenses required to be paid at the Closing by the Buyer in connection with the consummation of Contemplated Transactions and the Financings. The Buyer shall not, without the prior written consent of the Company, amend, modify or supplement, or waive any of the provisions under, any of the Financing Commitments, if such amendment, modification, supplement or waiver (A) reduces (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Financing (or the cash proceeds available therefrom, including by increasing the amount of original issue discount fees to be deducted from proceeds thereof, unless the aggregate amount of the Financing is increased by a corresponding amount), (B) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the Financing in a manner that would reasonably be expected to delay or prevent, or make less likely to occur, the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date, (C) impairs the availability of any Financing or the ability of the Buyer to enforce its rights against the other parties to the Financing Commitments or (D) adversely impact (i) the ability of the Buyer to consummate the Contemplated Transactions to be consummated at the Closing or (ii) the likelihood of the consummation of such clearance promptly)) transactions to be consummated at the Closing (the "Mailing Date") on which the Proxy Statement (as defined in the Merger case of each of the immediately preceding clauses (C) and (D) above, as compared to the Debt Commitment Letters as in effect on the date of this Agreement). For the avoidance of doubt, the Buyer may amend, supplement, modify or replace the Financing Commitments as in effect at the date hereof, (1) as expressly permitted by Section 7.9(b) below or (2) in any manner consistent with the immediately preceding sentence, including, (x) as required pursuant to the market flex provisions in the fee letter related to the Debt Commitment Letter, (y) to add or replace lenders, lead arrangers, bookrunners, syndication agents or other parties to the Debt Commitment Letter (for the avoidance of doubt, providing additional or replacement lenders, lead arrangers, bookrunners, syndication agents or similar entities with consent rights with respect to existing conditions shall not constitute the addition, expansion, amendment or modification of any condition of the Debt Financing), or (z) to add, replace or reallocate facilities, in each case, which would not reduce the amount of the Debt Financing available to the Buyer below that required to provide the Buyer with the funds necessary for it to consummate the Contemplated Transactions for which it is scheduled obligated at the Closing and to perform its obligations under this Agreement, including payment by the Buyer of the Estimated Cash Purchase Price at the Closing and all other amounts payable by the Buyer at the Closing under this Agreement, and to pay all fees and expenses required to be mailed paid at the Closing by the Buyer in connection with the consummation of the Contemplated Transactions and the Financings or adversely affect the availability of the Debt Financing or include any additional conditions to funding of the stockholders Debt Financing. For purposes of Artistic true this Section 7.9, references to “Financing” shall include the financing contemplated by the Financing Commitments as permitted to be amended, modified or replaced by this Section 7.9, and correct copies of each Proposal Letter which references to “Financing Commitments,” “Debt Commitment Letter” and “Equity Commitment Letter” shall include such applicable documents as permitted to be in full force and effect at such timeamended, modified or replaced by this Section 7.9. (b) In the event that all or any portion of the Financing provided for in becomes unavailable, the Proposal Letters has become unavailable at Buyer shall notify the Company and use its commercially reasonable efforts to arrange alternative financing from the same or prior to the Mailing Date, regardless other sources of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions (including the flex provisions) no less favorable to ADI the Buyer than those contained in (or expressly permitted with respect to) the Financing Commitments and in an amount sufficient for the Buyer to perform its obligations under this Agreement (it being agreed that, if alternative financing is not reasonably available to the Buyer on such terms and conditions, the Buyer may arrange alternative financing on such other terms and conditions as the Buyer may in good ▇▇▇▇▇ ▇▇▇▇ appropriate). Notwithstanding anything herein to the contrary, in no event shall the foregoing require the Buyer to, and the Buyer shall not be required to, (i) pay any fees materially in excess of those contemplated by the Financing Commitments as in effect on the date hereof or (ii) agree to any terms or conditions materially less favorable in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date, in the event that all or any portion of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financing. (d) ADI intends that the terms and conditions of the Financing Commitments and fee letters as in effect on the date hereof; provided, further, that in no event shall the Buyer be required (1) to amend or waive any of the terms or conditions hereof or (2) to consummate the Closing any earlier than as required by Section 3.2. (c) The Company shall, and shall request its representatives and Subsidiaries to, at the Buyer’s sole cost and expense, use its and their commercially reasonable efforts to cooperate with the Buyer and its authorized representatives in connection with the arrangement of the Financing, including, (i) participating in a reasonable number of meetings, presentations, rating agency presentations and due diligence sessions with prospective financing sources and investors (including direct contact between senior management of the Business, on the one hand, and actual and potential financing sources, on the other hand) and cooperating reasonably with the customary marketing efforts of the Buyer and its financing sources and investors, in each case on reasonable advance notice and at reasonable locations, (ii) reasonably assisting with the preparation of customary materials for rating agency presentations, syndication documents and materials, including bank information memoranda (confidential and public), lender and investor presentations, marketing materials and similar documents required in connection with the Financing, including the execution and delivery of customary authorization letters in connection therewith, (iii) as promptly as reasonably practicable, furnishing the Buyer and the Debt Financing Sources with the Required Information and, as may be reasonably requested by the Buyer in connection with the Debt Financing, other customary information regarding the Business that is reasonably available to the Company, (iv) causing the Sold Companies to execute and deliver any customary definitive financing documentation and customary certificates, or other similar documents and instruments as may be reasonably requested by the Buyer, in each such case, as necessary and customary in connection with the consummation of Debt Financing, (v) causing the Sold Companies to execute and deliver any customary pledge and security documents and other documents as may be reasonably requested by the Buyer and otherwise necessary to facilitate the pledging of collateral required by any Financing (including, if applicable, cooperation in coordinating customary releases, including releases of related guarantees, liens and other security interests), (vi) assisting the Buyer in obtaining any corporate credit and family ratings from rating agencies, including assisting the Buyer in the preparation of customary materials for rating agency presentations solely with respect to information relating to the Business and the Sold Companies, and (vii) furnishing the Buyer and any Debt Financing Sources at least five (5) Business Days prior to the Closing Date, with all documentation and other information regarding the Company and its Subsidiaries that has been reasonably requested by the Debt Financing Sources at least ten (10) Business Days prior to the Closing Date under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act of 2001, as amended; provided, however, that (A) none of the Company (or any of its Subsidiaries) shall be no less favorable taken required to become subject to any obligations or liabilities with respect to such agreements or documents, except for the Sold Companies following the Closing and (B) nothing shall obligate the Company (or any of its Subsidiaries) to provide any information that would violate any obligations of confidentiality or result in a violation of Law or loss of any privilege. Any information provided to the Buyer pursuant to this Section 7.9(c) shall be subject to the Confidentiality Agreement. The Buyer shall, promptly upon request by the Company, reimburse the Company (and its Subsidiaries) for all reasonable, out-of-pocket costs incurred by any such Person in connection with such cooperation. The Buyer acknowledges and agrees that the Company and its Subsidiaries and their respective representatives shall not have any responsibility for, or incur any liability to any Person under or in connection with, the arrangement or consummation of the Financing or any alternative financing that the Buyer may raise in connection with the Contemplated Transactions. The Buyer shall indemnify and hold harmless the Company and its Subsidiaries and their respective representatives from and against any and all Damages suffered or incurred by them in connection with the arrangement of the Financing or any alternative financing and any information utilized in connection therewith (other than, in each case, to the extent such Damages arise as a whole than those previously result of the Company’s, its Subsidiaries’ or its or their respective representatives’ gross negligence, willful misconduct or intentional misrepresentation). Notwithstanding anything to the contrary, the condition set forth in Section 8.1(b) of this Agreement, as it applies to the Proposal Letters Company’s obligations under this Section 7.9(c), shall be deemed satisfied unless the Debt Financing (or any replacement lettersalternative financing) has not been obtained primarily as a result of the Company’s Willful and Material Breach of its obligations under this Section 7.9. ADI The Buyer acknowledges and agrees that, notwithstanding anything contained herein to the contrary, neither the Company nor any of its Subsidiaries shall be required to deliver any financial statements, including any balance sheet or income statement, in respect of the Business or otherwise, other than the Required Information. The Company and the Sellers hereby consent to use its best efforts of their respective logos on customary marketing materials in connection with the syndication of the Debt Financing. (d) The Company shall provide to satisfy the Buyer (i) the Audited Financial Statements and (ii) (A) unaudited statements of income for the Business for each fiscal quarter subsequent to July 1, 2016 that shall have ended at or before least 45 days prior to the Closing all conditions Date, (B) operating cash flows for the Business for each fiscal quarter subsequent to July 1, 2016 that shall have ended at least 45 days prior to the transactions constituting Closing, and (C) combined unaudited balance sheets for the Financing Business for each fiscal quarter subsequent to July 1, 2016 that shall have ended at least 45 days prior to the Closing Date and to its drawing down the cash proceeds thereunder(iii) any other Required Information.

Financing. (a) ADI Subject to the terms and conditions of this Agreement, Parent and Purchaser shall deliver use their reasonable best efforts to Artistic obtain the Financing on the terms, and subject to the conditions (including any “market flex” provisions), set forth in the Financing Letters, including using their reasonable best efforts to (i) maintain in effect the Financing Letters in accordance with the terms and conditions thereof, (ii) negotiate and enter into definitive agreements with respect to the Debt Financing on the terms and conditions (including any “market flex” provisions) set forth in the Debt Commitment Letter (or before with conditions no less favorable to Parent and Purchaser than the conditions set forth in the Debt Commitment Letter), (iii) complete the Marketing Materials (with the assistance of the Company pursuant to Section 8.6(c)) and assist Lender in initiating its marketing of the Debt Financing as promptly as practicable following the date hereof, (iv) satisfy on a timely basis all conditions to funding in the Financing Letters and the definitive agreements relating to the Financing (other than, with respect to the Debt Commitment Letter, any condition as to which shall the failure to be no later than five Business Days after it has been cleared so satisfied is a direct result of the Company’s failure to furnish information required to be furnished by the Securities Company under Section 8.6(c)) and Exchange Commission not take any action or omit to take any action to cause the Financing to be unavailable at Closing, (v) consummate the Financing at or prior to the Acceptance Time, including using its reasonable best efforts to cause the Persons committing to fund the Financing to fund the Financing at or prior to the Acceptance Time and (vi) comply with its obligations under the Financing Letters, it being understood that Artistic will notify ADI Parent and Purchaser shall not be in breach of their obligations set forth above on account of any failure to so comply directly resulting from any inaccuracy in the representations and warranties of the Company set forth herein or any failure by the Company to comply with its obligations hereunder. Parent and Purchaser shall not, without the prior written consent of the Company, permit any amendment or modification to be made to, or consent to any waiver of any provision or remedy under, the Financing Letters or the definitive agreements relating to the Financing if such amendment, modification or waiver would (A) reduce the aggregate amount of the Financing (including by increasing the amount of fees to be paid or original issue discount), unless (1) the Debt Financing or the Equity Financing is increased by a corresponding amount or the Debt Financing is otherwise made available to fund such reduction, or such fees or original issue discount, and (2) after giving effect to any of the transactions referred to in the immediately preceding clause (1), the representations and warranties set forth in Section 6.6 shall be true and correct, or (B) impose additional conditions precedent to the availability of the Financing or otherwise expand, amend or modify any of the conditions to the Financing, or otherwise expand, amend or modify any other provision of the Financing Letters, in each case in a manner that would reasonably be expected to (1) delay or prevent or make less likely to occur the funding of the Financing (or satisfaction of the conditions to the Financing) or (2) adversely impact the ability of Parent or Purchaser to enforce its rights against other parties to the Financing Letters or the definitive agreements with respect to the Financing, in the case of each of the immediately preceding clauses (1) and (2), in any material respect (provided that, subject to compliance with the other provisions of this Section 8.6(a), Purchaser may amend (x) the Debt Commitment Letter to add additional lenders, arrangers, bookrunners, agents and other commitment parties and (y) the definitive agreements with respect to the Debt Financing to give effect to “market flex” provisions). Parent or Purchaser shall promptly deliver to the Company copies of any amendment, modification or waiver to or under any Financing Letter (other than any portion thereof that sets forth terms of the type that were subject to redaction in the Redacted Fee Letter) or the material definitive agreements relating to the Debt Financing, if executed and delivered prior to the Acceptance Time. (b) Parent and Purchaser shall keep the Company informed on a reasonably current basis and in reasonable detail of the status of their efforts to arrange the Debt Financing and promptly provide to the Company copies of the material definitive documents for the Debt Financing if executed and delivered prior to the Acceptance Time. Parent and Purchaser shall give the Company prompt notice (i) of any breach or default by any party to any of the Financing Letters or definitive agreements related to the Financing of which Parent or Purchaser becomes aware, or (ii) of the receipt of any written notice or other written communication, in each case from any financing source with respect to any (A) actual or potential breach, default, termination or repudiation of the Financing Letters or any provisions thereof or any definitive agreement related to the Financing or any provisions thereof or (B) material dispute or disagreement between or among any parties to any of the Financing Letters or any definitive agreement related to the Financing. Upon the occurrence of any circumstance referred to in clause (i) or (ii) of the preceding sentence, or if any portion of the Debt Financing otherwise becomes unavailable on the terms and subject to the conditions (including any applicable “market flex” provisions) contemplated by the Debt Commitment Letter, and such portion is reasonably required to fund the aggregate Offer Price, the aggregate consideration in respect of the Series A Share Purchase, the aggregate Merger Consideration, and the consideration provided herein in respect of Company Options and Company RSUs and all fees, expenses and other amounts contemplated to be paid by Parent or Purchaser pursuant to this Agreement, Parent and Purchaser shall use reasonable best efforts to arrange and obtain in replacement thereof alternative financing from alternative sources in an amount sufficient to consummate the Transactions with terms and conditions not materially less favorable, taken as a whole, to Parent and the Company than the terms and conditions set forth in the Debt Commitment Letter as promptly as practicable following the occurrence of such clearance promptly)) (event. Upon the "Mailing Date") on which commencement of the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed Marketing Period, Parent shall give written notice thereof to the stockholders of Artistic Company. Parent and Purchaser shall deliver to the Company true and correct copies of each Proposal Letter all debt commitment letters, contracts or other arrangements (including Redacted Fee Letters) pursuant to which any such alternative source shall be in full force and effect at such time. (b) In the event that all or have committed to provide any portion of the Financing provided for Debt Financing. As used in this Agreement, “Debt Financing” shall include any debt financing contemplated by the Proposal Letters has become unavailable at Debt Commitment Letter as amended, modified or prior to replaced as permitted by this Section 8.6, (1) the Mailing Dateterm “Debt Commitment Letter” shall include such documents as amended, regardless of fault, ADI modified or replaced as permitted by this Section 8.6 and (2) the term “Lender” shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, include any Person or Persons providing a commitment or similar letters from others providing for the under any alternative debt financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letterscommitment permitted under this Section 8.6. (c) During the period from the Mailing Date through the Closing Date, in the event that all or any portion of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financing. (d) ADI intends that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunder.

Financing. (a) ADI Prior to the Closing, Buyer shall, and shall deliver cause its Affiliates to, use their reasonable best efforts to Artistic consummate and obtain the NER Financing on the terms and conditions set forth in the NER Commitment Letter (or before such more favorable terms as the applicable Financing Source may agree without undue delay) not later than the date that the Closing is required to occur in accordance with Section ‎2.3, including: (which shall be no later than five Business Days after it has been cleared by the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)i) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be maintaining in full force and effect the NER Commitment Letter; (ii) entering into, at such timethe Closing, definitive documents with respect to the NER Financing on terms and conditions not less favorable than those set forth in the NER Commitment Letter; (iii) complying with their obligations under, and satisfying all conditions applicable to Buyer Parties in the NER Commitment Letter or in any definitive documentation with respect to the NER Financing; and (iv) enforcing its rights under the NER Commitment Letter (including by commencing Actions against the Financing Source in respect of the NER Financing to enforce the terms of the NER Commitment Letter or any definitive documents relating to the NER Financing). Prior to the Closing, Buyer shall, and shall cause its Affiliates to obtain the proceeds of the Equity Financing on the terms and conditions set forth in the Equity Commitment Letter. (b) In Buyer shall not, without the event prior written consent of Seller, permit any amendment or modification to be made to, accept the imposition of new or additional conditions on, waive any rights under, or release or consent to the termination of the obligations of any other party under the NER Commitment Letter or the Equity Commitment Letter. Without limiting the generality of the foregoing, Buyer shall not, without the prior written consent of Seller, permit any amendment or modification to be made to the NER Commitment Letter that would materially decrease the aggregate amount of the NER Financing. Upon the consummation of the Equity Financing to Buyer, in accordance with the Financing Commitments, Buyer shall draw down at Closing such amount of Financing as is required to fully make the payments required pursuant to Article ‎II, as well as to fund any capital contributions to the Acquired Companies consistent with maintaining a company action level risk-based capital ratio of SLD and RRII up to the amount set forth on Schedule 5.12(b). (c) Buyer shall give Seller reasonably prompt notice of (i) any termination of the NER Commitment Letter or the Equity Commitment Letter, as applicable, or material breach by any party thereto of which Buyer becomes aware, (ii) the receipt of any written notice or other written communication from any Financing Source regarding any actual or alleged breach, default, termination or repudiation of the NER Commitment Letter or the Equity Commitment Letter, as applicable, and (iii) any reason Buyer believes in good faith that it will not be able to obtain all or any portion of the NER Financing provided for or Equity Financing. Buyer shall provide any information reasonably requested by Seller relating to any of the circumstances described in the Proposal Letters has become unavailable at or prior foregoing sentence as soon as reasonably practicable, but in any event within three (3) Business Days, after the date that Seller delivers to the Mailing Date, regardless of fault, ADI Buyer a written request for such information. Buyer shall deliver to Artistic within 10 Business Days consult with and keep Seller reasonably informed upon request of the Mailing Date, proposal, commitment or similar letters from others providing status of its efforts to arrange for and consummate the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date, in the event that all or Financing. If any portion of the NER Financing provided for or Equity Financing becomes unavailable on the terms and conditions set forth in the Proposal Letters becomes unavailableNER Commitment Letter or the Equity Commitment Letter, regardless as applicable, Buyer shall (1) promptly notify Seller of faultsuch unavailability and the reasons therefor and (2) use its reasonable best efforts, ADI shall deliver as promptly as practicable following the occurrence of such event, to Artistic within 30 days of arrange for and obtain, and negotiate and enter into definitive documents at the date Closing with respect to, alternative financing on terms that such financing became unavailableare not, proposalin the aggregate, commitment or similar letters from others providing for materially less favorable to Buyer (“Alternative Financing”) in an amount sufficient to permit the financing necessary for the consummation of Buyer Parties to consummate the transactions contemplated herebyby this Agreement and the other Transaction Agreements and pay all related costs and expenses required to be paid by them in connection therewith; provided that in no event may any Alternative Financing involve a public offering that is registered with, on and subject to terms and conditions no less favorable to ADI in or require any filings with, the aggregate than provided for in SEC or under the Proposal Letters. ADI shall keep Artistic promptly informed securities laws of all material developments with respect to the Financingany jurisdiction. (d) ADI intends For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, Buyer acknowledges and agrees that the terms and conditions obtaining any of the Equity Financing, the NER Financing shall be no less favorable taken as or any Alternative Financing is not a whole than those previously condition to the Closing and reaffirms its obligation to consummate the transactions contemplated by this Agreement irrespective and independently of the availability of any financing, subject only to the fulfillment of the conditions set forth in the Proposal Letters Sections ‎6.1 and ‎6.2 (or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing waiver thereof as provided in Sections ‎6.1 and to its drawing down the cash proceeds thereunder‎6.2).

Financing. (a) ADI Buyer shall, and shall deliver cause its Subsidiaries and its and their respective Representatives to, use its and their reasonable best efforts to Artistic take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the Debt Financing on the terms and subject only to the conditions (including the “market flex” terms contained in the Debt Commitment Letter as in effect on the date hereof) expressly set forth in the Debt Commitment Letter, including using reasonable best efforts to (i) maintain in effect the Debt Commitment Letter in accordance with the terms and subject to the conditions thereof until (1) the transactions contemplated by this Agreement are consummated, (2) this Agreement is terminated in accordance with its terms or (3) cash proceeds of the Debt Financing contemplated thereby have been received by Buyer and are readily available to consummate the Closing (subject only to the satisfaction of conditions that are no more onerous than the conditions to funding under the Debt Commitment Letter or not subject to any conditions), (ii) satisfy or obtain a waiver on a timely basis of all conditions applicable to Buyer and its Affiliates set forth in the Debt Commitment Letter that are within its or its Affiliates’ control, (iii) negotiate and enter into definitive agreements with respect to the Debt Financing on the terms and subject only to the conditions (including the “market flex” terms) set forth in the Debt Commitment Letter, (iv) consummate the Debt Financing on or before prior to the date Closing is required to occur as determined pursuant to Section 1.03 and (which v) enforce its rights under the Debt Commitment Letter. Without the prior written consent of Seller (such consent not to be unreasonably withheld, delayed or conditioned), Buyer shall not permit any amendment, supplement or modification to be no later than five Business Days after it has been cleared made to, or any waiver of any provision or remedy under, or any replacement of the Debt Commitment Letter if such amendment, supplement, replacement, modification or waiver would: (x) reduce (or have the effect of reducing) the aggregate amount of the Debt Financing (including by increasing the Securities amount of fees to be paid or original issue discount in respect of the Debt Financing) such that the aggregate Debt Financing, cash on hand of the Buyer and Exchange Commission its Subsidiaries, and other available sources that would be available on the Closing Date would not be sufficient to pay the Required Amount; (it being understood y) amend the conditions precedent to the Debt Financing or impose any new or additional conditions or contingencies to the Debt Commitment Letter, in each case, in a manner that Artistic will notify ADI would reasonably be expected to (1) materially impair, delay or prevent the Closing or (2) make materially less likely to occur the funding of such clearance promptly)the Debt Financing (or satisfaction of the conditions to the Debt Financing) when the Closing is scheduled to occur pursuant to Section 1.03; or (z) adversely affect the "Mailing Date") on which ability of Buyer to enforce its rights in any material respect against the Proxy Statement other parties to the Debt Commitment Letter or other agreements relating to the Debt Financing as provided by this Section 5.22. Notwithstanding the foregoing, any amendment, supplement or modification to effectuate any “market flex” terms contained in the Debt Commitment Letter provided as of the date hereof or to add any additional agents or other financial institutions thereto as provided for therein (provided that, except as provided for in the Debt Commitment Letter with respect to Specified Permitted Lenders (as defined in the Merger Agreement) is scheduled to be mailed Debt Commitment Letter), no such amendment, supplement or modification shall relieve the original Committed Lenders of their obligations under the Debt Commitment Letter prior to the stockholders funding of Artistic true the Debt Financing) shall be permitted and correct shall not require written consent of Seller. Buyer shall promptly deliver to Seller copies of each Proposal Letter which shall be in full force and effect at such timeany amendment, modification, supplement or waiver to or under, or any replacement of, any Debt Commitment Letter. (b) In the event that all or any portion of the Financing provided for Buyer shall, upon Seller’s reasonable request, keep Seller informed on a reasonably current basis and in the Proposal Letters has become unavailable at or prior reasonable detail with respect to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date, in the event that all or any portion of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the status of its efforts to arrange, obtain and complete the Debt Financing (including providing Seller with copies of all executed definitive agreements related to the Debt Financing). (dc) ADI intends Upon written request of Seller, Buyer shall keep Seller apprised promptly (and in any event within two (2) Business Days) of material developments relating to the Debt Financing. Buyer shall give Seller prompt written notice (and in any event within forty-eight (48) hours) of: (i) any termination of the Debt Commitment Letter or any repudiation of any material provisions of the Debt Commitment Letter; (ii) any actual or threatened material breach or default of any provisions of the Debt Commitment Letter, in each case, by any party thereto, of which Buyer becomes aware, (iii) the occurrence of any event or development that would reasonably be expected to adversely impact the ability of Buyer to obtain all or any portion of the Debt Financing contemplated by the Debt Commitment Letter on the terms and conditions, in the manner or from the sources contemplated by the Debt Commitment Letter and required to pay the Required Amount and (iv) any material dispute or disagreement between or among any parties to the Debt Commitment Letter or any definitive agreements related to the Debt Financing of which Buyer becomes aware related to the Debt Financing, in each case, with respect to the obligation to fund any of the Debt Financing or the amount of the Debt Financing to be funded at the Closing. As soon as reasonably practicable, but in any event within two (2) Business Days of the date that Seller delivers to Buyer a written request, Buyer shall provide any information reasonably requested by Seller relating to any circumstance referred to in clause (i), (ii), (iii) or (iv) of the immediately preceding sentence. If any portion of the Debt Financing becomes unavailable on the terms and conditions (including any “market flex” terms contained in the Debt Commitment Letter as in effect on the date hereof) contemplated in the Debt Commitment Letter or from the Debt Financing Sources contemplated in the Debt Commitment Letter or any of the Debt Financing (or any definitive financing agreement relating thereto) shall expire or be no withdrawn, terminated, repudiated or rescinded, in whole or in part, for any reason (but without limiting the obligations of Buyer in this Section 5.22(c)) (unless such portion of the Debt Financing is not reasonably required to consummate the transactions contemplated by this Agreement when required, including, for the avoidance of doubt, payment of the Required Amount), Buyer shall promptly notify Seller and shall use its reasonable best efforts to (x) arrange and obtain, as promptly as practicable following the occurrence of such event, alternative financing from the same or alternative sources (the “Alternative Financing”) in an amount sufficient to consummate the transactions contemplated by this Agreement, including, for the avoidance of doubt, payment of the Required Amount, with terms and conditions not materially less favorable taken as a whole in the aggregate to Buyer than those previously set forth in the Proposal Letters Debt Commitment Letter (or replace any replacement lettersunavailable portion of the Debt Financing) and (y) obtain a debt financing commitment letter (including any associated fee letter and/or engagement letter) with respect to such Alternative Financing, true, accurate and complete copies of which shall be promptly provided to Seller upon execution thereof (which fee letter and/or engagement letter may be redacted with respect to any interest rates, fee amounts, pricing caps and other similar economic terms (including flex terms) set forth therein (none of which would adversely affect the conditionality, enforceability, quantum, availability or termination of such Alternative Financing or reduce the aggregate principal amount thereof)). ADI The Alternative Financing (A) shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunder.be

Financing. (a) ADI Each of the Purchasers shall deliver use, and cause their Affiliates to Artistic on use, its commercially reasonable efforts to take, or before the date (which shall be no later than five Business Days after it has been cleared by the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled cause to be mailed taken, all actions and to the stockholders of Artistic true and correct copies of each Proposal Letter which shall do, or cause to be done, all things necessary, proper or advisable to: (i) maintain in full force and effect at such timethe Financing Commitment in accordance with the terms and subject to the conditions thereof; (ii) negotiate definitive agreements with respect to the Financing on the terms and conditions contemplated by the Financing Commitment in all respects; (iii) satisfy on a timely basis all conditions set forth in the Financing Commitment (or definitive agreements entered into with respect to the Financing Commitment); and (iv) consummate and obtain the Financing, prior to Closing, on the terms and conditions (including the flex provisions) set forth in the Financing Commitment and any related fee letter. (b) In Each of the Purchasers shall, and shall cause their Affiliates to: (i) enforce its rights under the Financing Commitment in the event that all of a breach thereof by the Financing sources thereunder; (ii) comply with their respective obligations under the Financing Commitment; and (iii) without the consent of the Parent, not permit any amendment or modification to be made to, or consent to any waiver of any provision or remedy under, the Financing Commitment or any portion related fee letters, if such amendment, modification or waiver: (A) reduces the aggregate amount of the Financing provided for from that contemplated in the Proposal Letters has become unavailable at Financing Commitment; (B) imposes new or prior additional conditions or otherwise expands, amends or modifies any of the conditions to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date, in the event that all or any portion receipt of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI a manner adverse in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with any respect to the Financing.Purchasers, the Parent or the Sellers; (dC) ADI intends amends or modifies any other terms in a manner that would reasonably be expected to (x) delay or prevent the terms and conditions Closing or (y) make the timely funding of the Financing shall be no less favorable taken as a whole than those previously set forth in or satisfaction of the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting obtaining the Financing and less likely to occur; (D) adversely impacts the ability of the Purchasers, the Parent or the Sellers to enforce their respective rights against the other parties to the Debt Financing Commitment; or (E) imposes any obligations on the Parent or its drawing down the cash proceeds thereunderAffiliates.

Financing. (a) ADI Each of Parent and Merger Sub shall use, and cause its Affiliates to use, its best efforts to take, or cause to be taken, all actions and to do, or cause to be done (including, if necessary, enforcement of their respective rights under the Facility Agreement), all things necessary, proper or advisable to consummate and obtain the Debt Financing on terms and conditions reasonably satisfactory to the Special Committee (on behalf of the Company), including using (and causing their Affiliates to use) their respective best efforts to (i) enter into the Facility Agreement as promptly as practicable after the date of this Agreement, (ii) satisfy, or cause their Representatives to satisfy, on a timely basis all conditions applicable to Parent, Merger Sub or their Representatives in such Facility Agreement and (iii) cause the Lender to fund the Debt Financing at the Effective Time. In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Facility Agreement, Parent and Merger Sub shall use their respective best efforts to arrange and obtain, as promptly as practicable following the occurrence of such event, alternative financing from alternative sources, on terms not materially less favorable in the aggregate to Parent and Merger Sub (and their respective Affiliates) than those set forth in the Debt Financing as in effect on the date of this Agreement, in an amount sufficient, when added to the portion of the Debt Financing that is available, to consummate the transactions contemplated by this Agreement (the "Alternative Financings"); provided, that, notwithstanding anything to the contrary in this Section 6.8 or in any other provision of this Agreement, in no event shall Parent or Merger Sub be required to amend or waive any of the terms or conditions hereof. Parent shall deliver to Artistic the Special Committee (on or before behalf of the date Company) as promptly as practicable (which shall be and no later than five two Business Days Days) after it has been cleared by the Securities such execution, true and Exchange Commission (it being understood that Artistic will notify ADI complete copies of all agreements or other arrangements pursuant to which any such clearance promptly)) alternative sources shall have committed to provide any such Alternative Financings (the "Mailing Date") on which the Proxy Statement (as defined in the Alternative Financing Agreements").Parent and Merger Agreement) is scheduled to be mailed Sub further agree that, any information, including any documents, internal budgets, projections, plans or forecasts of its revenues, or other materials provided to the stockholders of Artistic true Lender in connection with the Debt Financing and correct copies of each Proposal Letter which Alternative Financings shall be in full force and effect provided to the Special Committee at such the same time. (b) In To the event that all or any portion of the Financing provided for in the Proposal Letters has become unavailable at or prior to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on extent applicable and subject to the terms and conditions no less favorable of this Agreement, Parent and Merger Sub shall use their respective best efforts to ADI obtain the Alternative Financing on the terms and conditions described in the aggregate than provided for Alternative Financing Agreements. Each of Parent and Merger Sub shall use its best efforts to: (i) maintain in effect the Alternative Financing Agreements; (ii) satisfy on a timely basis all conditions in the Proposal LettersAlternative Financing Agreements within its control; (iii) cause the financing sources for the Alternative Financing to fund the Alternative Financing at the Effective Time; and (iv) enforce its rights under the Alternative Financing Agreements. (c) During Neither Parent nor Merger Sub shall permit any amendment or modification to be made to, or consent to any waiver of any provisions or remedy under, the period from Facility Agreement and if applicable, the Mailing Date through Alternative Financing Agreements, if such amendment, modification or waiver (i) reduces the Closing Date, aggregate amount of the Debt Financing (including by changing the amount of fees to be paid or original issue discount) contemplated in the event Facility Agreement and if applicable, the Alternative Financing Agreements (unless the Debt Financing is increased by an amount corresponding to such reduction), (ii) imposes new or additional conditions that all would reasonably be expected to (x) prevent or any portion materially delay the ability of Parent to consummate the Merger and the other transactions contemplated hereby or (y) adversely impact the ability of Company, Parent or Merger Sub to enforce its rights against the other parties to the Facility Agreement and if applicable, the Alternative Financing Agreements. For purposes of clarification, the foregoing shall not prohibit Parent from amending the Facility Agreement to add additional lender(s) (and Affiliates of such additional lender(s)) as a party thereto. Parent shall not release or consent to the termination of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days obligations of the date that such financing became unavailableLender under the Facility Agreement and if applicable, proposalthe Alternative Financing Agreements, commitment or similar letters from others providing except for the financing necessary for the consummation assignments and replacements of an individual lender in connection with any syndication of the transactions Debt Financing or Alternative Financings as expressly contemplated herebyby the Facility Agreement and if applicable, the Alternative Financing Agreements. Parent shall give the Special Committee (on and subject to terms and conditions no less favorable to ADI in behalf of the aggregate than provided for in Company) notice promptly (i) upon becoming aware of any breach of any material provisions of, or termination by any party to, the Proposal Letters. ADI shall keep Artistic promptly informed Facility Agreement and, if applicable, the Alternative Financing Agreements or (ii) upon the receipt of all material developments any written or oral notice or other communication from any Person with respect to any threatened breach or threatened termination by any party to the Facility Agreement and, if applicable, the Alternative Financing Agreements. Parent shall keep the Special Committee (on behalf of the Company) reasonably informed on a reasonably current basis of the status of Parent’s efforts to arrange any Alternative Financing, if applicable. (d) ADI intends that the terms The Company shall, and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI cause its Affiliates to, and shall use its reasonable best efforts to satisfy at cause its Representatives to, use their reasonable best efforts to cooperate with Parent's reasonable requests in connection with the arrangement, consummation and funding or before draw-down of the Closing all conditions Debt Financing and if applicable, the Alternative Financing; provided that (i) the Company and its Affiliates (as applicable) shall not be required to pay or agree to pay any fees or reimburse any expenses or give any indemnities to any Person and (ii) such cooperation by the Company or its Affiliates (as applicable) shall not be required to the extent such cooperation unreasonably interferes with the Company's or its Affiliates' (as applicable) on-going operations. (e) Parent shall, promptly upon termination of this Agreement, (i) reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company in connection with cooperation provided for in Section 6.8(d); and (ii) reimburse the Company and its Representatives for any and all losses suffered or incurred by it in connection with the arrangement of the Debt Financing or, if applicable, the Alternative Financing, and any information utilized in connection therewith (other than information provided by the Company or any of its Subsidiaries). All non-public or otherwise confidential information regarding the Company and its Subsidiaries obtained by Parent, Merger Sub, its Affiliates or their respective Representatives pursuant to this Section 6.8 shall be kept confidential in accordance with the terms of the Confidentiality Agreement. Parent and Merger Sub acknowledge and agree that the Company and its Affiliates and its and their respective Representatives shall not, prior to the Effective Time, incur any liability to any person under any financing that Parent and Merger Sub may raise in connection with the transactions constituting the Financing and contemplated by this Agreement or any cooperation provided pursuant to its drawing down the cash proceeds thereunderthis Section 6.8.

Financing. (a) ADI Buyer shall deliver use its reasonable best efforts to Artistic arrange the Debt Financing on the terms and conditions described in the Debt Commitment Letter, including using reasonable best efforts to (i) negotiate definitive agreements with respect thereto on the terms and conditions contained therein or before on other terms not materially less beneficial to Buyer and the date Company, (which shall be no later than five Business Days after it has been cleared ii) satisfy on a timely basis all conditions applicable to Buyer in such definitive agreements that are within its control and (iii) consummate the Financing contemplated by the Securities Debt Commitment Letter at Closing. Buyer shall obtain the Financing contemplated by the Equity Commitment Letters upon satisfaction or waiver of (A) the conditions to the Closing set 30 forth in Section 4.1 and Exchange Commission 4.2 (it being understood other than those conditions that Artistic by their nature will notify ADI not be satisfied until the Closing) and (B) the conditions to the funding of the Debt Financing or any alternative debt financing that is on terms not materially less beneficial to Buyer and the Company (other than those conditions that by their nature will not be satisfied until the Closing and conditions related to the funding of the Equity Financing and provided that the lenders do not default in their obligations to provide such financing). In the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letters, Buyer shall use its reasonable best efforts to arrange to obtain alternative financing, including from alternative sources, on terms that are not materially less beneficial to Buyer and the Company as promptly as practicable following the occurrence of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such time. (b) event. In the event that all or (x) any portion of the Debt Financing provided for structured as High Yield Financing has not been consummated, (y) all closing conditions contained in Article IV shall have been satisfied or waived (other than those conditions contained in Sections 4.2(c) and 4.3(c) and any other conditions that by their nature will not be satisfied until the Closing) and (z) the Bridge Financing (or alternative bridge financing obtained in accordance with this Section 3.9(a)) is available on the terms and conditions described in the Proposal Letters has become unavailable at Debt Commitment Letter (or any replacement commitment letter), then Buyer shall borrow under and use the proceeds of the Bridge Financing (or such alternative bridge financing) to replace such affected portion of the High Yield Financing no later than the last day of the Marketing Period. For purposes of this Agreement, the “Marketing Period” shall mean (x) if the conditions set forth in Section 4.1 (other than the approval under the Irish Insurance Laws and the Bermuda Insurance Laws so long as Buyer reasonably believes such approvals will be obtained prior to December 22, 2005) and 4.2(e)(i) are satisfied or waived on or prior to the Mailing DateNovember 27, regardless of fault2005, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through date such conditions are satisfied or waived until and including December 22, 2005 or (y) if the Closing Dateconditions set forth in Section 4.1 (other than the approval under the Irish Insurance Laws and the Bermuda Insurance Laws) and 4.2(e)(i) are satisfied or waived on or after November 28, 2005, the 20 consecutive Business Day period commencing on the later of January 2, 2006 and the date such conditions are satisfied or waived (it being agreed that Buyer shall have the right in its sole discretion to delay the commencement date described in this clause (y) until the later of the date on which (i) approval under Irish Insurance Laws is received and (ii) approval under the Bermuda Insurance Laws is received, but such right to delay shall expire on January 18, 2006); provided that, in the event case of clauses (x) and (y), the Company shall have timely filed, without extension, a Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 that all or any portion complies with Section 2.1(g)(i); and provided further that, the conditions set forth in (x) and (y) shall not be deemed satisfied and the “Marketing Period” shall not be deemed to have commenced if, prior to the completion of the Financing provided for in Marketing Period, PricewaterhouseCoopers shall have withdrawn its audit opinion on the Proposal Letters becomes unavailable, regardless Company’s audited financial statements as of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing and for the financing necessary for period ended December 31, 2004 or withdrawn as the consummation Company’s independent auditors in either case as a result of the transactions contemplated hereby, on and subject PricewaterhouseCooper’s failure to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments be independent with respect to the Financing. Company or Ford (d) ADI intends that if and to the terms and conditions extent relevant to the financial statements of the Financing Company) under Rule 2-01 of Regulation S-X. Buyer shall be no less favorable taken as a whole than those previously set forth in give the Proposal Letters Company prompt notice upon becoming aware of any material breach by any party of the Debt Commitment Letter or any replacement letterstermination of the Debt Commitment Letter. ADI Buyer shall use keep the Company informed on a reasonably current basis in reasonable detail of the status of its best efforts to satisfy at or before the Closing all conditions to the transactions constituting arrange the Financing and shall not permit any material amendment or modification to its drawing down be made to, or any waiver of any material provision or remedy under, the cash proceeds thereunderDebt Commitment Letter without the prior written consent of Holdings 31 (such consent not to be unreasonably withheld or delayed). Buyer shall provide notice to Holdings promptly upon receiving the Debt Financing. Buyer shall not permit any amendment or modification to be made to, or any waiver of any material provision or remedy under, the Equity Commitment Letters without the prior written consent of Holdings.

Financing. (a) ADI shall deliver to Artistic on or before From and after the date hereof and prior to the Closing, the Company shall, and shall cause their Subsidiaries to, at the sole expense of Buyer, use Reasonable Efforts to cause their and their respective Subsidiaries’ officers, directors, employees, agents, attorneys, accountants and advisors to cooperate with and provide assistance to the Buyer as reasonably requested and necessary in connection with the arrangement, syndication and implementation of any debt financing as set forth in the Debt Commitment Letter (which such debt financing, the “Debt Financing”) or as otherwise may be reasonably requested by the Buyer. Such cooperation may include Reasonable Efforts with respect to each of the following if requested: (i) furnishing to Buyer and the Debt Financing Sources, as promptly as is reasonably practicable following Buyer’s request, such pertinent and customary information as reasonably necessary to consummate the Marketing Efforts or assemble the Marketing Material, (ii) timely delivery to Buyer and its Debt Financing Sources of the Financing Deliverables, (iii) provision of assistance with respect to the review and granting of security interests in collateral for the Debt Financing and obtaining any consents associated therewith, (iv) provision by the Company’s and its Subsidiaries’ independent accountants, lawyers and consultants of such services as may be reasonably be requested by Buyer or such Debt Financing Sources; and (v) providing all documentation and other information about the Company and the Company’s Subsidiaries as is reasonably requested by the Debt Financing Sources relating to applicable “know your customer” and anti-money laundering Laws, including the PATRIOT Act within reasonable timeframes. Notwithstanding the foregoing or anything else contained herein to the contrary, (1) none of the Sellers or any of their Subsidiaries or, prior to the Closing, the Company or any of its Subsidiaries shall be no later than five Business Days after it has been cleared required to incur any liability or pay any commitment or other fee that is not simultaneously reimbursed by Buyer, as applicable, in connection with the Securities Financing, (2) the directors, managers and Exchange Commission (it being understood that Artistic will notify ADI general partners of such clearance promptly)) (the "Mailing Date") on Sellers or any of their Subsidiaries or, prior to the Closing, the Company or any of its Subsidiaries shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Proxy Statement Financing is obtained, (as defined 3) none of the Sellers or any of their Subsidiaries or, prior to the Closing, the Company or any of its Subsidiaries shall be required to execute any definitive financing documents, including any credit or other agreements, pledge or security documents, or other certificates or documents in connection with the Merger AgreementFinancing (other than the Financing Deliverables and conditions precedent to the Closing set forth in Section 9.2 hereof), (4) is scheduled none of the Sellers or any of their Subsidiaries or, prior to the Closing, the Company or any of its Subsidiaries shall be required to take any corporate action to permit the consummation of the Financing, other than the corporate action described in Section 9.2(e) hereof, (5) none of the Sellers or any of their Subsidiaries or, prior to the Closing, the Company or any of its Subsidiaries shall be required to provide, and Buyer shall be solely responsible for, (A) the preparation of pro forma financial information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be mailed to the stockholders incorporated into any pro forma financial information, (B) any description of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such time. (b) In the event that all or any portion component of the Financing Financing, including any such description to be included in any liquidity or capital resources disclosure or any “description of notes”, (C) projections, risk factors or other forward-looking statements relating to any component of the Financing, (D) subsidiary financial statements or any other information of the type required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or (E) Compensation Disclosure and Analysis required by Item 402(b) of Regulation S-K, and (6) Buyer and its Affiliates shall, severally and not jointly, indemnify, defend and hold harmless the Sellers, the Company and its Affiliates, and their respective directors, officers, employees, agents, representatives and professional advisors, from and against any liability, obligation or loss suffered or incurred by them in connection with the arrangement of the Financing, any information provided for in connection therewith (other than arising from information provided by the Sellers, the Company or their respective Subsidiaries) and any misuse of the logos or marks of the Company or its Subsidiaries, except in the Proposal Letters has become unavailable event such liabilities, obligations or losses arose out of or result from the bad faith, gross negligence, material breach or willful misconduct of the Company, any of its Subsidiaries or any of their respective Representatives. Without limitation on the representations and warranties in Article III, the Sellers and the Company and its Subsidiaries shall not have any liability to Buyer in respect of any financial statements, other financial information or data or other information provided in this Section 6.7. Buyer shall promptly reimburse the Sellers, the Company and their respective Subsidiaries for all reasonable and documented out-of-pocket costs incurred by the Sellers, the Company and their respective Subsidiaries in connection with such cooperation on the earlier of the Closing Date and termination of this Agreement. If the Closing shall not occur, Buyer shall promptly reimburse the Seller, the Company and their respective Subsidiaries for all reasonable and documented out-of-pocket costs incurred by the Seller, the Company and their respective Subsidiaries in connection with such cooperation at or prior to the Mailing Date, regardless termination of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Lettersthis Agreement. (c) During the period from the Mailing Date through the Closing Date, in the event that all or any portion of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financing. (d) ADI intends that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunder.

Financing. (a) ADI ▇▇▇▇ shall deliver use its reasonable best efforts to, and to Artistic 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 and obtain the Financing on or before the date terms and conditions described in the Commitment Letters, including using (which shall be and causing its Affiliates to use) its reasonable best efforts to: (i) maintain in effect the Commitment Letters until definitive agreements with respect thereto are executed, (ii) enter into definitive agreements with respect thereto on substantially the terms and conditions (including flex provisions) contained in the Commitment Letters no later than five Business Days after it has been cleared the Closing, (iii) satisfy, or cause the satisfaction of, on a timely basis all conditions and covenants applicable to ▇▇▇▇ or its Representatives in such definitive agreements and otherwise comply with its obligations thereunder, (iv) comply with any flex contemplated by the Securities and Exchange Commission Debt Commitment Letters (it being understood that Artistic will notify ADI of such clearance promptlyincluding any fee letters relating thereto), (v) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreementevent that all conditions herein to ▇▇▇▇’▇ obligation to consummate the Transaction and all conditions in the Debt Commitment Letters have been satisfied, consummate the Debt Financing at the Closing and (vi) is scheduled cause the lenders and any other Persons providing Financing to be mailed fund the Financing at or prior to the stockholders of Artistic true and correct copies of each Proposal Letter which Closing; provided, that nothing in this Agreement shall be in full force and effect at such timerequire ▇▇▇▇ to, or to cause its Affiliates to, bring any Action (including for specific performance) against the Financing Sources. (b) In ▇▇▇▇ shall not agree to any amendments or modifications to, or grant any waivers of, any condition, remedy or other provision under the event that all Commitment Letters without the prior written consent of Visteon (not to be unreasonably withheld, delayed or any portion conditioned) if such amendments, modifications or waivers would reduce the aggregate amount of the Financing provided (including by changing the amount of fees to be paid or (if applicable) original issue discount of the Debt Financing) to an amount below the amount that is required to consummate the Transaction, impose new or additional conditions or otherwise (i) expand in any respect the conditions precedent or contingencies to the funding at Closing or prevent, delay in any material respect or impair the ability of ▇▇▇▇ to consummate the Transaction and the other transactions contemplated by this Agreement, (ii) adversely impact the ability of ▇▇▇▇ to enforce its rights against the other parties to the Commitment Letters or (iii) adversely impact the ability of ▇▇▇▇ to consummate the Transaction and the other transactions contemplated hereby. ▇▇▇▇ shall not release or consent to the termination of the obligations of the lenders under the Debt Commitment Letters, except for assignments and replacements of an individual lender (subject to Section 4.16(c)) under the terms of or in connection with the syndication of the Debt Commitment Letters (so long as the assignment or replacement of such additional parties, individually or in the Proposal Letters has become unavailable at or prior to the Mailing Dateaggregate, regardless of fault, ADI shall deliver to Artistic within 10 Business Days would not result in any of the Mailing Date, proposal, commitment effects described in the first sentence of this Section 4.16(b) or similar letters from others providing for otherwise reasonably be expected to prevent or delay in any material respect or impair the availability of the financing necessary for under the Debt Commitment Letters or the consummation of the transactions contemplated herebyby this Agreement). For purposes of this Agreement, on and subject (1) “Financing” shall be deemed to terms and conditions no less favorable to ADI in include the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date, in the event that all or any portion of financing contemplated by the Financing provided for in Commitments as amended, modified or waived pursuant to this Section 4.16 (including any Alternative Financing), and (2) the Proposal Letters becomes unavailableterm “Financing Commitments” shall be deemed to include the Financing Commitments as may be amended, regardless of fault, ADI shall deliver modified or waived pursuant to Artistic within 30 days of the date that such financing became unavailable, proposal, this Section 4.16 and any commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Alternative Financing. (d) ADI intends that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunder.

Financing. (a) ADI During the Pre-Closing Period, Parent may execute Subscription Agreements with Equity Financing Sources and shall deliver use its commercially reasonable efforts to Artistic enforce the terms of any Subscription Agreements; provided, however, that without the prior written consent of the Company, during the Pre-Closing Period, (x) Parent shall not enter into Subscription Agreements that would impose material obligations on, or material restrictions on the operation of, the Company as compared with the form of agreement attached hereto as Exhibit L and (y) Parent shall not modify or before amend any material terms or obligations of Subscription Agreements if such modifications or amendments would impose material obligations on, or material restrictions on the date (which shall be no later than five Business Days after it has been cleared by operation of, the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such timeCompany. (b) In Notwithstanding anything in this Agreement to the event contrary, under no circumstances shall Parent or its Affiliates be obligated to provide Cash Equity, other than the obligations of ▇. ▇▇▇▇▇ Financial, Inc. pursuant to that all or any portion certain letter agreement, dated as of the Financing provided for in the Proposal Letters has become unavailable at or prior to the Mailing Datedate hereof, regardless of faultby and among ▇. ▇▇▇▇▇ Financial, ADI shall deliver to Artistic within 10 Business Days of the Mailing DateInc., proposalParent and ▇. ▇▇▇▇▇ Principal Investments, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal LettersLLC. (c) During Notwithstanding anything to contrary contained in this Agreement, nothing contained in this Section 5.12 or elsewhere in this Agreement shall require, and in no event shall the period from “commercially reasonable efforts” of Parent be deemed to construe or require, Parent to (i) bring any enforcement action against any Equity Financing Sources to enforce its rights under the Mailing Date through the Closing Dateapplicable Cash Equity, (ii) seek or accept Cash Equity on terms adverse to or less favorable than those set forth in the event that all Subscription Agreements or (iii) agree to waive any portion term or condition of this Agreement or amend or waive any term of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the FinancingSubscription Agreements. (d) ADI intends that Prior to the terms and conditions earlier of the Closing and the termination of this Agreement pursuant to Section 6.01, each Eos Company agrees, and shall cause the appropriate officers and employees thereof, to use commercially reasonable efforts to cooperate in connection with the arrangement of the Cash Equity (including the satisfaction of the conditions precedent set forth therein) as may be reasonably requested by Parent, including by (i) participating in a reasonable number of meetings, presentations, due diligence sessions, drafting sessions and sessions with rating agencies at mutually agreeable times and locations and upon reasonable advance notice, (ii) assisting with the preparation of customary materials for actual and potential Equity Financing Sources, rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Cash Equity (which shall not include pro forma financial information), (iii) providing the Financial Statements and such other financial information regarding the Eos Companies that is readily available or within the Eos Companies’ possession and as is reasonably requested in connection with the Cash Equity, (iv) furnishing Parent at least three (3) Business Days prior to the Closing Date (to the extent requested at least ten (10) Business Days prior to the Closing Date), with all documentation and other information under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act and (v) otherwise reasonably cooperating in Parent’s efforts to obtain the Cash Equity, in each case, at Parent’s sole cost and expense. Notwithstanding the foregoing, (A) such requested cooperation shall not unreasonably interfere with the ongoing operations of any Eos Company, (B) no Eos Company shall be required to pay any commitment or other similar fee or incur any other Liability in connection with the Cash Equity prior to the Closing, (C) no less favorable taken Eos Company nor any of their respective officers, directors, or employees shall be required to execute or enter into or perform any agreement with respect to the Cash Equity that is not contingent upon the Closing or that would be effective prior to the Closing (other than any customary management representation and authorization letter in connection with marketing materials contemplated by the Cash Equity) and (D) Persons who are on the board of directors or the board of managers (or similar governing body) of any Eos Company prior to the Closing in their capacity as a whole than those previously set forth such shall not be required to pass resolutions or consents to approve or authorize the execution of the Cash Equity. Nothing contained in this Section 5.12(d) or otherwise shall require any Eos Company, prior to the Proposal Letters Closing, to be an issuer or other obligor with respect to the Cash Equity. (e) None of the Securityholders, the Eos Companies, their Affiliates or any replacement letters. ADI of their respective representatives shall use its best efforts be required prior to satisfy at or before the Closing all conditions to take any action that would subject such Person to actual liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment or incur any other liability or provide or agree to provide any indemnity in connection with the transactions constituting Cash Equity or their performance of their respective obligations under this Section 5.12 or any information utilized in connection therewith that is not conditioned on the Financing and to its drawing down Closing. Notwithstanding the cash proceeds thereunderforegoing, Parent’s obligations in this Section 5.12 shall not survive the Closing.

Financing. (a) ADI Prior to the Closing, the Company shall, and shall deliver cause its Subsidiaries to, and shall use its reasonable best efforts to Artistic on cause the Company Representatives to, provide all cooperation reasonably requested by Purchaser in connection with obtaining equity commitments from Persons that will either be investing in Purchaser or before will be acquiring Purchased Stock from the date (which shall be no later than five Business Days after it has been cleared by the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) Company pursuant to this Agreement (the "Mailing Date"“Equity Commitments”), including (i) on which participation in a reasonable number of meetings, presentations and due diligence sessions, (ii) assisting with the Proxy Statement preparation of materials for offering documents, private placement memoranda and similar documents required in connection with obtaining the Additional Equity Commitments (as defined collectively, “Offering Materials”) and (iii) providing any interim financial information provided to management of the Company and its Subsidiaries in the Merger Agreement) is scheduled ordinary course of business. Purchaser and Badger Capital shall use their reasonable best efforts to be mailed cause the Persons who are or become party to Equity Commitments to comply with the stockholders of Artistic true and correct copies of each Proposal Letter which shall be terms thereof in full force and effect at such time. (b) In order to consummate the event that all or any portion purchase of the Financing provided for in the Proposal Letters has become unavailable at or Purchased Stock prior to the Mailing Datedate specified in Section 7.1(c) (including by taking reasonable enforcement action to cause such Persons providing such Equity Commitments to fund the amounts contemplated thereby in accordance with the terms thereof). Notwithstanding anything to the contrary in the foregoing, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for Company acknowledges and understands that the financing necessary for the consummation of the transactions contemplated hereby, on and Equity Commitments will be made subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date, in the event that all or any portion of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed satisfaction of all material developments with respect conditions precedent to the Financing. (d) ADI intends that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously Purchaser’s obligations under this Agreement set forth in Section 6.1 and that Purchaser shall in no event be obligated to enforce the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all Equity Commitments if such conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunderprecedent are not completely satisfied.

Financing. (a) ADI ▇▇▇▇▇▇ shall deliver use its commercially reasonable efforts to Artistic take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange the Debt Financing on the terms and conditions described in the commitments under the Commitment Letter (the “Debt Financing Commitments”) (provided that ▇▇▇▇▇▇ ▇▇▇ replace or before amend the Debt Financing Commitment to add lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Debt Financing Commitment as of the date (which shall be no later than five Business Days after it has been cleared by hereof, or otherwise so long as the Securities and Exchange Commission (it being understood that Artistic will notify ADI terms would not adversely impact the ability of such clearance promptly)) (▇▇▇▇▇▇ to timely consummate the "Mailing Date") on which transactions contemplated hereby or the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed to the stockholders likelihood of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such time. (b) In the event that all or any portion of the Financing provided for in the Proposal Letters has become unavailable at or prior to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby), including using its commercially reasonable efforts to (i) maintain in effect the Debt Financing Commitments, (ii) satisfy on and subject a timely basis all conditions applicable to ▇▇▇▇▇▇ obtaining the Debt Financing set forth in the Debt Financing Commitments that are within its control, (iii) enter into definitive agreements with respect thereto on the terms and conditions no less favorable contemplated by the Debt Financing Commitments or on other terms acceptable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date▇▇▇▇▇▇, in its sole discretion, that would not adversely impact the event that all ability or any portion likelihood of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver ▇▇▇▇▇▇ to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of consummate the transactions contemplated hereby, on (iv) enforce the obligations of the lenders under the Debt Financing Commitments, and (v) subject to the satisfaction or waiver of the conditions set forth herein, consummate the Debt Financing at or prior to the Effective Date. (b) The Company shall, and shall cause its Subsidiaries, and its officers, employees and advisors, including legal and accounting advisors, to provide to ▇▇▇▇▇▇ all cooperation reasonably requested by ▇▇▇▇▇▇ and that is customary in connection with a financing comparable to the Debt Financing, including: (i) furnishing ▇▇▇▇▇▇ as promptly as reasonably practicable (and in any event at such times as shall allow satisfaction of the relevant conditions of the Commitment Letter) with available financial and other pertinent available information regarding the Company and its Subsidiaries and other cooperation and assistance as may be reasonably requested by ▇▇▇▇▇▇ in writing, including, but not limited to, the relevant financial information described in the Commitment Letter (information required to be delivered pursuant to this clause (i) being referred to as, the “Required Information”); (ii) participating in a reasonable number of meetings, presentations, due diligence sessions, drafting sessions and sessions with prospective lenders, investors and rating agencies in connection with the Debt Financing; (iii) using its commercially reasonably efforts to assist with the preparation of materials for rating agency presentations, bank information memoranda, and other documents required in connection with the Debt Financing (including requesting any consents of accountants for use of their reports in any materials relating to the Debt Financing and the delivery of any required customary representation letters); (iv) using its commercially reasonably efforts to facilitate the pledging of collateral in connection with the Debt Financing (subject to the occurrence of the Effective Time); (v) causing the taking of corporate actions (subject to the occurrence of the Effective Time) by the Company and its Subsidiaries reasonably necessary to permit the completion of the Debt Financing; and (vi) facilitating the execution and delivery (at the Effective Time) of definitive documents related to the Debt Financing on the terms contemplated by the Debt Financing Commitments, as the case may be; provided, however, that nothing in this Section 5.7 shall require any cooperation to the extent that it would materially and unreasonably interfere in any material respect with the business or operations of the Company and its Subsidiaries. ▇▇▇▇▇▇ shall promptly, upon request by the Company, reimburse the Company for all out-of-pocket costs and expenses incurred the Company and its Subsidiaries, in connection with the cooperation contemplated by this Section 5.7. The Company and its Subsidiaries hereby consent to the reasonable use of the Company and its Subsidiaries’ logos in connection with the Debt Financing, provided that such logos are used in a manner that is not intended to harm or disparage the Company and its Subsidiaries or their marks and on such other customary terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Lettersas Company shall reasonably impose. ADI shall keep Artistic promptly informed of all material developments with respect Notwithstanding anything to the Financing. (d) ADI intends that contrary, the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously condition set forth in Section 6.2(a) of this Agreement, as it applies to the Proposal Letters Company’s obligations under this Section 5.7(b), shall be deemed satisfied unless the Debt Financing (or any replacement letters. ADI shall use alternative financing) has not been obtained as a result of the Company’s material breach of its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunderobligations under this Section 5.7(b).

Financing. (a) ADI Purchaser shall deliver use its reasonable best efforts to Artistic take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to consummate and obtain funds sufficient to fund the Financing Amounts on or before prior to the date Closing. In furtherance, and not in limitation of the foregoing, Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, advisable or proper to obtain the proceeds of the Debt Financing on the terms and conditions (which shall be including, to the extent applicable, the “flex” provisions) described in the Debt Commitment Letter at or prior to the Closing or on other terms in the aggregate no later than five Business Days after it has been cleared less favorable to Purchaser (unless otherwise agreed by Purchaser in its sole discretion), including by (i) maintaining in effect the Securities Debt Commitment Letter, (ii) negotiating and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) entering into definitive agreements with respect to the Debt Financing (the "Mailing Date"“Definitive Agreements”) consistent with the terms and conditions contained in the Debt Commitment Letter (including, as necessary, the “flex” provisions contained in any related fee letter) or, if available, on other terms in the aggregate no less favorable to Purchaser (provided that such other terms shall not contain any of the Prohibited Financing Modifications), and (iii) satisfying all conditions in the Debt Commitment Letter applicable to the Purchaser that are within its control and complying with its obligations thereunder. Purchaser shall comply with its obligations, and enforce its rights, under the Debt Commitment Letter and Definitive Agreements in a timely and diligent manner. Without limiting the generality of the foregoing, in the event that all conditions contained in the Debt Commitment Letter (other than consummation of the transactions contemplated by this Agreement and those conditions that by their nature are to be satisfied or waived at Closing) have been satisfied, Purchaser shall use its reasonable best efforts to cause the Lenders to fund the Debt Financing required to consummate the transactions contemplated by this Agreement and pay the Closing Purchase Price and the Final Purchase Price to Seller (or one of its designated Affiliates), as and when contemplated by this Agreement, and to pay or otherwise perform all obligations of Purchaser under this Agreement and the Ancillary Agreements. Purchaser shall give Seller prompt notice of any material breach by any party to the Debt Commitment Letter or Definitive Agreements of which Purchaser has become aware or any termination of the Debt Commitment Letter or Definitive Agreements of which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such timePurchaser becomes aware. (b) In Purchaser shall not, without the event prior written consent of Seller (i) permit any amendment or modification to, or any waiver of any provision or remedy under, the Debt Commitment Letter or Definitive Agreements, including any amendment, modification, waiver or remedy that (A) adds new (or adversely modifies any existing) conditions to the consummation of all or any portion the Debt Financing, (B) reduces the amount of the Debt Financing provided for to an amount that would be less than the Financing Amounts, (C) adversely affects the ability of Purchaser to enforce its rights against other parties to the Debt Commitment Letter or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, relative to the ability of Purchaser to enforce its rights against such other parties to the Debt Commitment Letter as in effect on the Execution Date or in the Proposal Letters has become unavailable at Definitive Agreements or prior (D) could reasonably be expected to the Mailing Datehinder, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment delay or similar letters from others providing for the financing necessary for prevent the consummation of the transactions contemplated herebyby this Agreement (the foregoing clauses (A) through (D), on and subject collectively, the “Prohibited Financing Modifications”); or (ii) terminate the Debt Commitment Letter or any Definitive Agreement if such termination would reasonably be expected to terms and conditions no less favorable to ADI in decrease the aggregate amount of the Debt Financing to an amount that would be less than the Financing Amount. Notwithstanding the foregoing, any amendment, supplement or modification to add any additional agents, lenders, lead arrangers, bookrunners, syndication agents or any or financial institutions to the Debt Commitment Letter as provided for in therein shall be permitted and shall not require the Proposal Lettersprior written consent of Seller. Purchaser shall promptly deliver to Seller copies of any such amendment, modification, waiver or replacement. (c) During the period from the Mailing Date through the Closing Date, in In the event that all or any portion of the Debt Financing provided for in the Proposal Letters becomes unavailable, regardless of faultthe reason therefor, ADI shall deliver Purchaser will use its reasonable best efforts to Artistic within 30 days of (i) arrange and obtain, as promptly as practicable but no later than the date that such on which the Closing would otherwise occur under Section 2.3, alternative financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to with terms and conditions no not less favorable to ADI the Purchaser than the terms and conditions set forth in the aggregate than provided for Debt Commitment Letter, assuming the full exercise of market flex provisions thereunder (the “Alternative Financing”) (in an amount sufficient, when taken together with the Proposal Lettersavailable portion of the Debt Financing and available cash of the Purchaser, to pay the Financing Amounts) from the same or other sources, the terms of which do not include any Prohibited Financing Modifications and (ii) promptly notify Seller of such unavailability and the reason therefor. ADI For the purposes of this Agreement, (x) the term “Debt Commitment Letter” shall keep Artistic promptly informed of all material developments be deemed to include any commitment letter (or similar agreement) with respect to any Alternative Financing arranged in compliance herewith (and any Debt Commitment Letter remaining in effect at the time in question) and (y) the term “Debt Financing” shall be deemed to include the financing contemplated by the Debt Commitment Letter as permitted to be amended, modified, supplemented or replaced by this Section 5.22 and any Alternative Financing. Purchaser shall provide Seller with prompt written notice of any actual material breach, default, termination or repudiation by any party to the Debt Commitment Letter or the Definitive Agreements of which Purchaser becomes aware and the receipt of any written notice or other written communication from any Debt Financing Source or other financing source with respect to any actual breach, default, termination or repudiation by any party to the Debt Commitment Letter or the Definitive Agreements of any provision thereof. Purchaser shall keep Seller informed on a reasonably current basis of the status of its efforts to consummate the Debt Financing. (d) ADI intends that Prior to the terms Closing, Seller shall use its reasonable best efforts to provide, and conditions shall use its reasonable efforts to cause its Representatives to provide, all reasonable cooperation reasonably requested by Purchaser and customary for financings of the type contemplated by the Debt Commitment Letter in connection with and necessary for the arrangement of the Debt Financing (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Seller or any Seller Subsidiaries) including using its reasonable efforts to, upon Purchaser’s written request: (i) upon reasonable prior notice and at times and locations to be reasonably and mutually agreed, participate (and using its reasonable efforts to cause management with appropriate seniority and expertise to participate) in a reasonable number of meetings (including calls), presentations, due diligence sessions and sessions with rating agencies and lenders that are customary for financings of a type similar to the Debt Financing as contemplated by the Debt Financing; (ii) furnish Purchaser as promptly as practicable with the financial statements regarding Seller necessary to satisfy the condition in paragraph 4 of Exhibit C of the Debt Commitment Letter; (iii) (a) furnish any financial information reasonably requested by Purchaser in order for Purchaser to prepare pro forma financial statements required by paragraph 5 of Exhibit C of the Debt Commitment Letter; provided, that (x) Purchaser shall be no less favorable taken responsible for the preparation of any pro forma financial statements and any pro forma adjustments giving effect to the transactions contemplated by this Agreement and (y) the Seller’s assistance shall relate solely to the financial information and data derived from the Seller’s historical books and records; (iv) assist Purchaser with the preparation of customary rating agency presentations, lender presentations, bank information memoranda, and similar marketing documents reasonably requested by Purchaser that are required in connection with the Debt Financing; (v) provide customary evidence of lien releases and any other releases or terminations for the Acquired Assets reasonably requested by Purchaser as contemplated by the Credit Agreement; (vi) reasonably facilitate the pledging of collateral and the granting of security interests in the Acquired Assets required in connection with the Debt Financing (including all schedules thereto and any customary perfection certificates as may be reasonably requested by Purchaser), it being understood that such documents will not take effect until the Closing; (vii) promptly furnish Purchaser at least four (4) Business Days prior to the Closing Date with all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and 31 C.F.R. §1010.230, in each case, as reasonably requested by Purchaser at least nine (9) Business Days prior to the Closing Date; (viii) reasonably assist Purchaser with other definitive financing documents (including legal opinions) or certificates as may be reasonably requested by Purchaser; and (ix) consent to the use of its logos in connection with the Debt Financing; provided that such logos are used solely in a whole manner that is not intended to or reasonably likely to harm or disparage Seller or any of its Affiliates or the reputation or goodwill of Seller of any of its Affiliates and Seller is provided a reasonable opportunity to review and comment on such use in advance thereof; provided that none of the Seller or any of its Affiliates shall be required to take or permit the taking of any action pursuant to this Section 5.22 that would (i) require Seller or any of its Affiliates or any persons who are officers or directors of such entities to pass resolutions or consents to approve or authorize the execution of the Debt Financing or enter into, execute or deliver any certificate, document, instrument or agreement or agree to any change or modification of any existing certificate, document, instrument or agreement, (ii) cause any representation or warranty in this Agreement to be breached by Seller or any of its Affiliates, (iii) require Seller or any of its Affiliates to pay any commitment or other similar fee or incur any other expense, liability or obligation in connection with the Debt Financing, (iv) reasonably be expected to cause any director, officer, employee or stockholder of Seller or any of its Affiliates to incur any personal liability, (v) reasonably be expected to conflict with the organizational documents of Seller or any of its Affiliates or any Laws, (vi) 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 material Contract to which Seller or any of its Affiliates is a party or any Law, (vii) provide access to or disclose information that Seller or any of its Affiliates determines would jeopardize any attorney-client privilege of Seller or any of its Affiliates, (viii) require the delivery of any opinion of counsel or (ix) other than those previously as specifically set forth in the Proposal Letters Section 5.22(d)(ii), require Seller or any replacement lettersof its Affiliates to prepare or deliver any financial statements or information that are not available to it and prepared in the ordinary course of its financial reporting practice. ADI Nothing contained in this Section 5.22(d) or otherwise shall use require Seller or any of its best efforts Affiliates to satisfy be an issuer or other obligor with respect to the Debt Financing. Purchaser shall, promptly upon request by Seller, reimburse Seller or any of its Affiliates for all reasonable out-of-pocket costs incurred by them or their respective Representatives in connection with such cooperation and shall indemnify and hold harmless Seller and its Affiliates and their respective Representatives from and against any and all losses suffered or incurred by them in connection with the arrangement of the Debt Financing, any action taken by them at the request of Purchaser or before its Representatives pursuant to this Section 5.22 and any information used in connection therewith (other than information provided in writing by Seller or any of its Affiliates specifically in connection with Seller’s obligations pursuant to this Section 5.22). (e) The Parties acknowledge and agree that the Closing all conditions provisions contained in this Section 5.22 represent the sole obligation of Seller and its Affiliates with respect to cooperation in connection with the arrangement of any financing (including the Debt Financing) to be obtained by Purchaser with respect to the transactions constituting contemplated by this Agreement, and no other provision of this Agreement (including any Annexes, Exhibits and Schedules hereto) shall be deemed to expand or modify such obligations. In no event shall the receipt or availability of any funds or financing (including the Debt Financing) by Purchaser or any of its Affiliates or any other financing or other transactions be a condition to any of Purchaser’s obligations under this Agreement. (f) Seller will be deemed to be in compliance with Section 5.22(d) unless and until (i) Purchaser provides written notice (the “Non-Cooperation Notice”) to Seller of any alleged failure to comply, or action or failure to act which could be believed to be a breach of Section 5.22(d), (ii) Purchaser includes in such Non-Cooperation Notice reasonable detail regarding the cooperation required to cure such alleged failure (which shall not require Seller to provide any cooperation that it would not otherwise be required to provide under this Section 5.22) and (iii) Seller fails to take the actions specified on such Non-Cooperation Notice within ten (10) Business Days from receipt of such Non-Cooperation Notice. (g) All nonpublic or otherwise confidential information regarding Seller or its Affiliates obtained by Purchaser or its Representatives pursuant to this Section 5.22 shall be kept confidential in accordance with the Confidentiality Agreement, except that Purchaser shall be permitted to disclose such information to the Lenders, rating agencies and prospective lenders and investors during syndication of the Debt Financing subject to their entering into customary confidentiality undertakings with respect to such information that Seller is provided a reasonable opportunity to review and to its drawing down the cash proceeds thereundercomment on in advance.

Financing. (a) ADI Each of Parent and Merger Sub shall deliver use its reasonable best efforts to Artistic take, or cause to be taken, all actions necessary to arrange and obtain the Debt Financing and Equity Financing in a timely manner and as provided in this Agreement, including to (i) negotiate definitive agreements with respect to the Debt Financing on or before the date (which shall be no later than five Business Days after it has been cleared by the Securities terms and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined conditions described in the Merger AgreementDebt Commitment Letters, (ii) is scheduled to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be maintain in full force and effect each of the Financing Documents until the Transactions are consummated, (iii) satisfy, or cause to be satisfied, on a timely basis all conditions to the closing of and funding under the Financing Documents applicable to Parent or Merger Sub that are within its control, (iv) draw upon and consummate the Debt Financing and Equity Financing at such timeor prior to the Closing, and (v) enforce its rights under the Financing Documents. (b) In the event that any portion of the Debt Financing has become unavailable on the terms and conditions contemplated in the applicable Debt Commitment Letters, (i) Parent shall promptly so notify the Company in writing, and (ii) each of Parent and Merger Sub shall use its reasonable best efforts to arrange to obtain alternative debt financing from the same or alternative sources as promptly as practicable following the occurrence of such event on terms and conditions not materially less favorable, in the aggregate, from the standpoint of the Company, to Parent and Merger Sub than those contained in the applicable Debt Commitment Letters in an amount, together with the aggregate proceeds of the Equity Financing, sufficient for Parent and the Surviving Company to pay (x) the Merger Consideration, and (y) any other amounts required to be paid in connection with the consummation of the Transactions on the terms and conditions contemplated hereby (the “Alternative Financing”), provided that in no event shall the terms of any Alternative Financing prevent, delay or materially impede or impair the ability of Parent and Merger Sub to consummate the Transactions in accordance with the terms of this Agreement. Parent shall promptly enter into (or cause to be entered into) and deliver to the Company true and complete copies of all Contracts or other arrangements pursuant to which any alternative sources have committed to provide the Alternative Financing (the “Alternative Financing Documents”) as soon as practicable after execution thereof, provided that, such customary engagement letters and fee letters in connection with the Alternative Financing, if any and as applicable, may be redacted to omit numerical fee amounts provided therein and with respect to any other provisions that would not affect the conditions, enforceability, availability, termination or the amount of the Debt Financing. In the event Alternative Financing is obtained, any reference in this Agreement to (X) the “Debt Financing” shall be deemed to include the Alternative Financing, and (Y) the “Debt Commitment Letters” shall be deemed to include the Alternative Financing Documents. (c) Neither Parent nor Merger Sub shall agree to or permit any amendments or modifications to, or waivers of, any condition or other provision under any Financing Document without the prior written consent of the Company if such amendments, modifications or waivers would (x) reduce the aggregate amount of the Debt Financing or Equity Financing or (y) impose new or additional conditions to the Debt Financing or Equity Financing or otherwise expand, amend or modify the Debt Financing or Equity Financing in a manner that would reasonably be expected to (A) prevent or delay the ability of Parent or Merger Sub to consummate the Transactions or (B) adversely impact in any material respect the ability of Parent or Merger Sub to enforce its rights against the other parties to any Financing Document (it being understood that any such amendment or modification in relation to pricing and/or other economic terms of any Financing Document, to the extent that such amendment or modification does not affect the enforceability, availability, termination, conditionality or amount of the financing under the Financing Documents, shall be permitted hereunder and shall be deemed not to prevent, impede or delay the consummation of the Transactions or of the transactions under the Financing Agreements). Without limiting the generality of the foregoing, neither Parent nor Merger Sub shall release or consent to the termination of the obligations of the other parties to any Financing Document, except as expressly contemplated hereby. (d) Parent shall, prior to the Closing, (i) give the Company prompt written notice (A) upon becoming aware of any breach of any provision of, or termination by any party to any Financing Document or any other definitive agreement with respect to the Financing, (B) upon the receipt of any written notice or other written communication from any person with respect to any threatened breach or threatened termination by any party to any Financing Document or any other definitive agreement with respect to the Financing, (C) upon knowledge of any dispute or disagreement between or among any parties to the Debt Financing or Equity Financing and (D) if Parent at any time believes that it will not be able to obtain all or any portion of the Debt Financing provided for or Equity Financing on the terms, in the Proposal Letters manner, or from the sources contemplated by the Financing Documents; and (ii) otherwise keep the Company informed on a reasonably current basis of the status of Parent and Merger Sub’s efforts to arrange the Debt Financing or Alternative Financing (as applicable) and the Equity Financing. (e) Prior to the Closing, the Company agrees to provide, and shall cause each of its Subsidiaries and each of their respective officers, employees and representatives to use reasonable efforts to provide, to Parent and Merger Sub, at Parent’s sole cost and expense, all reasonable cooperation as may be requested by Parent or its Representatives in connection with the Debt Financing or Alternative Financing, including without limitation (i) participating in a reasonable number of meetings, presentations and due diligence sessions with representatives of Parent and its Debt Financing or Alternative Financing sources, (ii) assisting in the preparation of bank information memoranda, rating agency presentations and similar documents reasonably requested by Parent or its Representatives in connection with the Debt Financing or Alternative Financing, (iii) as promptly as reasonably practicable, furnishing Parent and its sources of the Debt Financing or Alternative Financing with financial statements reasonably requested by Parent, (iv) reasonably cooperating with advisors, consultants and accountants of Parent or any sources or potential sources of the Debt Financing or Alternative Financing with respect to the conduct of any examination, appraisal or review of the financial condition or any of the assets, liabilities, cash management and accounting systems and related policies and procedures of the Company or any of its Subsidiaries, including for the purpose of establishing collateral eligibility and values, (v) assisting and facilitating the granting of guaranty, security or pledging of collateral related to Debt Financing or Alternative Financing, provided, that any collateral to be pledged or security to be granted by Parent or Merger Sub under any Financing Documents that in any manner involves the Company, any of its Subsidiaries or any of their respective assets shall be contingent upon the occurrence of the Effective Time, (vi) taking customary action reasonably necessary to establishing bank and other accounts in connection with, and to enter into one or more definitive agreements to facilitate, the consummation of the Debt Financing or any Alternative Financing immediately prior to the Effective Time, provided that such agreements and arrangements shall not become active or take effect until the Effective Time, and (vii) furnishing Parent and its Representatives promptly with all documentation and other information required with respect to the Debt Financing or any Alternative Financing under applicable “know your customer” and anti-money laundering rules and regulations. (f) Notwithstanding anything to the contrary set forth in this Agreement, neither the Company nor any of its Subsidiaries shall be required to (x) pay any commitment or similar fee or incur any liability with respect to the Debt Financing or Alternative Financing prior to the Effective Time, (y) to be an issuer or other obligor with respect to any Debt Financing or any Alternative Financing prior to the Effective Time, or (z) take or commit to taking any action that is not contingent upon the occurrence of the Effective Time or would otherwise subject it to actual or potential liability in connection with the Debt Financing or Alternative Financing prior to the occurrence of the Effective Time. (g) Without any prejudice to Section 4.05(e) and subject to the terms and conditions hereof, if and to the extent that the Company has become unavailable available unrestricted cash in U.S. dollars in one or more bank accounts outside the PRC at or prior to the Mailing DateEffective Time (“Available Cash”), regardless the Company shall, upon reasonable written request of fault, ADI shall deliver to Artistic within 10 Parent at least five (5) Business Days of prior to the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the proposed Closing Date, in deposit or cause to be deposited a portion of the event Available Cash (the “Deposited Available Cash”) with the Paying Agent at or reasonably prior to the Effective Time as a source of funds for the payment of the aggregate Per Share Merger Consideration pursuant to Section 2.04, provided that (i) any failure by the Company to deposit or cause to be deposited all or any portion of the Financing provided Available Cash shall not constitute a breach of any agreement or covenant herein and shall not give rise to a failure of any condition to Parent’s or Merger Sub’s obligation to consummate the Merger (including those set forth in Section 7.02(b)) to be satisfied, (ii) the Company and its Subsidiaries shall have no liability to Parent or Merger Sub to pay any Company Termination Fee or other damages solely by reason of the Company’s failure to deposit or cause to be deposited all or any portion of the Available Cash for in any reason, (iii) the Proposal Letters becomes unavailableCompany shall not be obligated to deposit or cause to be deposited any portion of the Available Cash to the extent the deposit thereof would render any Group Company, regardless of faultor the Group Companies on a consolidated basis, ADI to be insolvent, and (iv) Parent shall cause the Paying Agent to immediately refund and deliver to Artistic within 30 days the Company all of the date that Deposited Available Cash if the Effective Time shall have not occurred within three (3) Business Days following such financing became unavailabledeposit by the Company. (h) Nothing contained in this Section 6.07 shall require such cooperation to the extent it would require the Company and its Subsidiaries to incur any expense unless such expense is reimbursed by Parent or Merger Sub. Parent shall, proposalpromptly upon request by the Company, commitment reimburse (or similar letters from others providing cause the applicable borrowers to reimburse) the Company for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the financing necessary for Company or any of its Subsidiaries in connection with the consummation cooperation of the transactions Company and its Subsidiaries contemplated herebyby this Section 6.07 and shall indemnify and hold harmless the Company, on its Subsidiaries and subject to terms their respective Representatives from and conditions no less favorable to ADI against any and all liabilities or losses suffered or incurred by any of them arising from the arrangement of the Debt Financing or Alternative Financing and any information used in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments connection therewith (except with respect to any information provided by or on behalf of the FinancingCompany or any of its Subsidiaries), except to the extent such liabilities or losses arising out of or resulted from the willful misconduct of the Company, its Subsidiaries or any of their respective Representatives. (di) ADI intends that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth Nothing in the Proposal Letters this Section 6.07 or any replacement letters. ADI other provision of this Agreement shall use its require, and in no event shall the “reasonable best efforts efforts” of Parent or Merger Sub be deemed or construed to satisfy at require, Parent or before the Closing all conditions Merger Sub to the transactions constituting the Financing and to its drawing down the cash proceeds thereunderwaive any term or condition of this Agreement.

Financing. (a) ADI Purchaser shall deliver use commercially reasonable efforts to Artistic take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to arrange, and close concurrently with the Closing, the Debt Financing on and subject to the terms and conditions described in the Debt Commitment Letters, including using commercially reasonable efforts (i) to negotiate and enter into definitive agreements with respect to the Debt Financing on the terms (including, to the extent required by the Debt Financing Sources, the “market flex” provisions) and subject only to the conditions contained in the Debt Commitment Letters, (ii) to satisfy on a timely basis all conditions applicable to Purchaser in such definitive agreements, (iii) to comply with its obligations under the Debt Commitment Letters and (iv) assuming all conditions precedent in the Debt Commitment Letters have been satisfied (or before duly waived), consummate or cause the consummation of the Debt Financing contemplated by the Debt Commitment Letters at the Closing. Purchaser shall, and shall cause its Affiliates to, refrain from taking, directly or indirectly, any action that is reasonably likely to result in the failure of any of the conditions contained in the Debt Commitment Letters or in any definitive agreement related to the Debt Financing to be satisfied (or duly waived) or the Debt Financing to be available concurrently with the Closing. Purchaser shall give Parent prompt notice upon becoming aware of any fact that would reasonably be expected to give rise to any material breach by any party to the Debt Commitment Letters or any breach that could impact the amount or availability of financing. Purchaser shall, upon the reasonable request of Parent, provide Parent on a prompt basis and in reasonable detail of the status of its efforts to arrange the Debt Financing and shall not permit any amendment or modification to be made to, or any waiver of any material provision or remedy under, the Debt Commitment Letters if such amendment, modification, waiver or remedy would reasonably be expected to impact or delay in any material respect the ability of Purchaser to consummate the transactions contemplated hereby. For the avoidance of doubt, Purchaser (x) may agree to or permit any amendment, supplement or other modification of, or waive any of its rights under, any Debt Commitment Letters or any definitive agreements related to the Debt Financing to the extent such amendment, supplement, modification or waiver would not (i) reduce the aggregate amount of the Debt Financing (or the cash proceeds available therefrom) below the Required Amount, (ii) impose any material new or additional conditions precedent to the availability and/or initial funding of the Debt Financing, or adversely amend or modify any of the existing conditions precedent thereto, in a manner that would reasonably be expected to result in any of the conditions precedent set forth in the Debt Commitment Letters not being satisfied, or the Debt Financing not being available to the Purchaser, on the Closing Date or (iii) otherwise reasonably be expected to materially prevent, delay or impair the availability of any of the Debt Financing or the ability of Purchaser to obtain the Debt Financing in order to consummate the Transactions at Closing, in each case, as compared to the Debt Commitment Letters as in effect on the date hereof and (which y) shall not terminate, or permit the termination of, any Debt Commitment Letter, unless such Debt Commitment Letter is replaced with a new commitment in accordance with paragraph (b) below that, were it structured as an amendment to an existing Debt Commitment Letter, would satisfy the requirements of the foregoing clause (x). Upon any such amendment, supplement or modification of any Debt Commitment Letters in accordance with this Section 5.14(a), Purchaser shall provide a copy thereof to Seller, and references to the “Debt Commitment Letters” shall include such documents as permitted to be no later than five Business Days after it has been cleared amended, supplemented or modified under this Section 5.14(a), and references to the “Debt Financing” shall include the financing contemplated by the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (Debt Commitment Letters as defined in the Merger Agreement) is scheduled permitted to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such timeamended, supplemented or modified under this Section 5.14(a). (b) In If any portion of the event Debt Financing becomes unavailable on the terms and conditions (including the “market flex” provisions) contemplated in the Debt Commitment Letters, Purchaser shall promptly notify Parent and shall and Purchaser shall, and shall cause its Affiliates to, use best efforts to obtain, as promptly as practicable following the occurrence of such event, replacement commitments in amounts and on terms that will enable Purchaser to consummate the Transactions at Closing; provided that the terms of any such replacement commitments (i) shall not be reasonably likely to materially impair or delay the availability and/or funding of the Debt Financing or the Closing and (ii) shall not have conditionality materially more onerous than that in the Debt Commitment Letters. Purchaser shall deliver to Seller complete and correct copies of all amendments, supplements, other modifications or agreements (including redacted fee letters) pursuant to which any amended, supplemented, modified or replacement commitments shall provide Purchaser with any portion of the Debt Financing. Purchaser shall promptly deliver to Parent true and complete copies of all commitment letters and/or agreements relating to such alternative debt financing (which such commitment letters shall also be deemed to constitute the Debt Commitment Letters). (c) Parent agrees to use commercially reasonable efforts to cause Seller or any of its respective Affiliates (including legal and accounting employees) to provide such cooperation as shall be reasonably requested by Purchaser in connection with the Debt Financing, including: (i) participating in a customary and reasonable number of meetings, presentations, due diligence sessions, drafting sessions, road shows and sessions with rating agencies and assisting Purchaser in obtaining ratings as contemplated by the Debt Financing, (ii) assisting with the preparation of materials for rating agency presentations, offering documents, lender presentations, bank information memoranda and similar documents for the Debt Financing, including execution and delivery of customary representation and/or authorization letters in connection with bank information memoranda, (iii) furnishing Purchaser with (y) all financial information regarding the Transferred Entities and the Business reasonably requested and necessary for Purchaser to prepare the pro forma financial statements required pursuant to Section 5 of Exhibit A and clause (c) of Annex III, as applicable, of the Debt Commitment Letters and (z) all other financial and pertinent information as may be reasonably requested by Purchaser to satisfy the terms and conditions set forth in the Debt Commitment Letters; (iv) providing any information necessary to permit the preparation of the Definitive Documents and documents to be delivered pursuant thereto, including the officer’s certificates, customary closing documents and or other financing deliverables, certificates or documents for the Debt Financing as contemplated by the Debt Commitment Letters or as may be reasonably requested by Purchaser (including customary consents of accountants for use of their reports in any materials relating to the Debt Financing) or otherwise reasonably facilitating granting of security and the pledging of collateral, (v) providing any information necessary for the preparation and delivery of, as of the Closing Date, a certificate of the chief financial officer (or other comparable officer) of Purchaser with respect to solvency matters, (vi) assisting Purchaser to obtain waivers, consents, estoppels and approvals from other parties to material leases, encumbrances and contracts to which any Transferred Entity is a party and arranging discussions among Purchaser and the Debt Financing Sources with other parties to material leases, encumbrances and contracts as of the Closing Date, (vii) taking all actions, subject to the occurrence of the Closing Date, reasonably requested by Purchaser that are necessary or customary to permit the consummation of the Debt Financing, and to permit the proceeds thereof, together with cash at any Transferred Entity (not needed for other purposes), to be made available to the Purchaser on the Closing Date to consummate the Transactions, (viii) cooperating with Purchaser in its efforts to obtain accountants’ comfort letters, consents, legal opinions, surveys, appraisals, engineering reports, environmental and other inspections, title insurance and other third-party documentation and items relating to the Debt Financing, as reasonably requested by Purchaser, (ix) assisting in the obtainment of inventory appraisals and field examinations as promptly as practicable, (x) taking all actions reasonably necessary to permit the prospective lenders involved in the Debt Financing to evaluate the Business’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements to the extent customary and reasonable, (xi) at least five business days prior to the Closing Date, provide information regarding any Transferred Entities reasonably required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act of 2001, to the extent requested in writing at least 10 business days prior to the Closing Date, (xii) obtaining and facilitating the negotiation of the payoff letters referenced in Section 2.4(b)(i)(G), (xiii) permitting the reasonable use by Purchaser and its Affiliates of Parent’s, its Affiliates’ and the Business’s logos for syndication and underwriting, as applicable, of the Debt Financing (subject to advance review of and consultation with respect to such use) and (xiv) reasonably cooperating with the marketing and syndication efforts of Purchaser in connection with all or any portion of the Financing Debt Financing, including reasonable direct contact between senior management, on the one hand, and any actual and potential debt financing sources, on the other hand, and any actions necessary to ensure that Purchaser’s marketing and syndication efforts benefit from Parent’s and its Affiliates’ existing banking relationships; provided for in that (x) such requested cooperation shall not unreasonably interfere with the Proposal Letters has become unavailable at ongoing operations of Parent and its Affiliates and (y) the board of directors (or similar body), directors and officers of each of the Parent, the Seller and their respective affiliates shall not be required, prior to the Mailing DateClosing, regardless of fault(A) to adopt resolutions approving the agreements, ADI shall deliver documents and instruments in connection with the Debt Financing, (B) to Artistic within 10 Business Days of execute, prior to the Mailing DateClosing, proposalany agreements, commitment documents or similar letters from others providing instruments in connection with the Debt Financing that are effective prior to the Closing or (C) to take any action that would subject them to actual or potential liability or make any other payment (other than payments for which the financing necessary Purchaser is obligated to reimburse the Parent) or incur any other liability or provide or agree to provide any indemnity, guarantee or pledge, in each case, in connection with the Debt Financing. Purchaser shall, promptly upon request by Parent, reimburse Parent for the consummation of the transactions contemplated hereby, on all reasonable and subject to terms and conditions no less favorable to ADI documented out-of-pocket costs (in the aggregate than provided for case of attorney’s fees, limited to reasonable and documented fees in the Proposal Letters. (crespect of one firm of outside counsel) During the period from the Mailing Date through incurred by Parent or any of its Affiliates in connection with such cooperation prior to the Closing Date. Purchaser shall indemnify and hold harmless Parent and its Affiliates from and against any Losses suffered or incurred by them in connection with the arrangement of the Debt Financing and any information utilized in connection therewith, in each case except, to the event that all extent suffered or incurred as a result of the bad faith, gross negligence or willful misconduct by Parent, its Affiliates or any portion of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letterstheir respective representatives. ADI shall keep Artistic promptly informed of all material developments with respect Notwithstanding anything to the Financing. (d) ADI intends that contrary in this Agreement, the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously condition set forth in Section 8.2(b) as it applies to Parent and Seller’s obligations under this Section 5.14(c) shall be deemed satisfied unless the Proposal Letters Debt Financing has not been obtained primarily as a result of Parent’s or any replacement letters. ADI shall use Seller’s Willful Breach of its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunderobligations under this Section 5.14(c).

Financing. (a) ADI During the Interim Period, the Purchaser and the Company shall deliver use their commercially reasonable efforts to Artistic enter into financing arrangements (any such arrangements, a “Financing”) on such terms as the Purchaser and the Company shall agree; provided that the Purchaser may, in its sole discretion, enter into a Financing for working capital funding, including for Extension Expenses, expenses related to SEC reporting, and other compliance and regular business expenses (the “Purchaser Working Capital Financing”). Such a Financing or before Financings, as the date (which case may be, may include equity financing, debt financing, non-redemption agreements, backstop agreements, or any other form of financing acceptable to the Purchaser and the Company. The Purchaser and the Company shall use their commercially reasonable efforts to consummate any such Financing. Except as provided above regarding the Purchaser Working Capital Financing, the proceeds of such Financing or Financings shall be no later than five Business Days after it has been cleared by used for the Securities purposes of paying any Expenses incurred in connection with this Agreement and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which transactions contemplated thereby and providing the Proxy Statement (as defined in Company, the Merger Agreement) is scheduled to be mailed to Purchaser, or both, with working capital following the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such timeClosing. (b) In The Purchaser and the event that all Company shall, and shall cause their respective Representatives to, cooperate with each other and their respective Representatives in connection with such Financing or any portion Financings, as the case may be (including having the Company’s senior management participate in investor meetings and roadshows as reasonably requested by the Purchaser, and the preparation of materials reasonably necessary in connection therewith), and the Purchaser shall keep the Company informed of the status of any and all discussions pertaining to such Financing provided for in the Proposal Letters has become unavailable at or prior to the Mailing DateFinancings, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Lettersincluding any Purchaser Working Capital Financing. (c) During the period from the Mailing Date through the Closing Date, in the event that all or any portion of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to The terms and conditions no less favorable to ADI in of such Financing or Financings (except Purchaser Working Capital Financing), as the aggregate than provided for in the Proposal Letters. ADI case may be, and any agreement relating thereto shall keep Artistic promptly informed of all material developments with respect (i) be subject to the Financingprior written approval of the Company and (ii) provide that the Financing or Financings are subject only to customary closing conditions. (d) ADI intends that Unless otherwise approved in writing by the terms and conditions of Company in each instance, the Financing Purchaser shall not permit any amendment or modification to be no less favorable taken as a made to, any waiver (in whole than those previously set forth or in the Proposal Letters part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacement letters. ADI shall use its best efforts to satisfy at replacements of, any Financing or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunderFinancings or any agreements related thereto.

Financing. (a) ADI shall deliver Notwithstanding any other provision of this Agreement to Artistic the contrary, but subject in all respects to the provisions of Section 10.16, Purchaser acknowledges and agrees that the obligations of Purchaser hereunder, including to consummate the transactions contemplated by this Agreement and the other Contracts, documents and certificates to be delivered by any party hereto or their respective Affiliates, or entered into by or among any parties hereto or any of their respective Affiliates, at the Closing or otherwise pursuant to or in connection with this Agreement or the transactions contemplated hereby, are not in any way contingent upon or otherwise subject to Purchaser’s consummation of any financing arrangement (including the Debt Financing), Purchaser’s obtaining of any financing (including the Debt Financing) or the availability, grant, provision or extension of any financing (including the Debt Financing) to Purchaser. Assuming the funding of the Debt Financing at the Closing and the funding of any FRG Obligations (if any), Purchaser will have on the Closing Date sufficient funds then available to consummate the transactions contemplated hereby to occur on the Closing Date and to satisfy all of its obligations hereunder that are required to be satisfied on or before the date (which shall be no later than five Business Days after it has been cleared by the Securities Closing Date or otherwise in connection with the Closing, including to pay the Transaction Consideration, Funded Indebtedness, Unpaid Seller Expenses and Exchange Commission (it being understood that Artistic will notify ADI the fees and expenses of such clearance promptly)) (Purchaser related to the "Mailing Date") on which transactions contemplated hereby, in each case, to the Proxy Statement (as defined in the Merger Agreement) is scheduled extent required to be mailed paid on or prior to the stockholders Closing Date or otherwise in connection with the Closing (such amount of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such timesufficient funds, the “Sufficient Funds”). (b) In Purchaser has delivered to Seller a true, correct and complete copy of the executed Debt Financing Commitment Letter, including all amendments and supplements thereto and any and all side letters and arrangements relating to the Debt Financing, in each case, (i) to the extent such amendment, supplement, side letter or arrangement was executed on or prior to the date hereof, (ii) other than as set forth in the Debt Financing Commitment Letter, and (iii) other than if such amendment, supplement, side letter or arrangement would not affect the availability of the Debt Financing. Other than any side letters, Contracts, arrangements or understandings which have been delivered to Seller, there are no side letters or other Contracts, arrangements or understandings (written or oral) relating to the Debt Financing that could impair the availability of the Debt Financing. As of the date hereof, (A) the commitments contained in the Debt Financing Commitment Letter have not been waived, withdrawn or rescinded in any respect, nor is any such waiver, withdrawal or rescission (or amendment or modification that would have such effect) currently contemplated or the subject of discussions and (B) the Debt Financing Commitment Letter has not been amended or otherwise modified in any respect, except to the extent such amendment or other modification has been delivered to Seller prior to the date hereof. Except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered at law or in equity), as of the date hereof, the Debt Financing Commitment Letter is in full force and effect, represents a valid, binding and enforceable obligation of Purchaser, and to the knowledge of Purchaser, represents a valid, binding and enforceable obligation of the Debt Financing Sources named therein to provide the financing contemplated thereby, in each case subject to the satisfaction or waiver of the Debt Financing Conditions and the Remedies Exception. Purchaser has fully paid (or caused to be paid) any and all commitment fees and other amounts that are due and payable on or prior to the date hereof in connection with the Debt Financing. As of the date hereof, no event that all has occurred which, with or without notice, lapse of time or both, would constitute a material breach or material default on the part of Purchaser or any portion of its Affiliates or, to Purchaser’s actual knowledge, any other party thereto under the Debt Financing Commitment Letter, or would otherwise be the basis to cause the Debt Financing Commitment Letter to be ineffective or that would impair the availability of the Debt Financing provided (other than any amounts under any revolving credit facilities which are not contemplated to be funded on the Closing Date so long as such amounts are not necessary for Sufficient Funds). Purchaser is not aware of any fact, event or other occurrence that makes any of the representations and warranties of Purchaser in the Proposal Letters Debt Financing Commitment Letter inaccurate in any material respect as of the date hereof. There are no conditions precedent or other contingencies (including any flex provisions) directly or indirectly related to the funding of the full amount of the Debt Financing (other than any amounts under any revolving credit facilities which are not contemplated to be funded on the Closing Date so long as such amounts are not necessary for Sufficient Funds), other than the Debt Financing Conditions, and, as of the date hereof, Purchaser has become unavailable no reason to reasonably believe that (i) any of the Debt Financing Conditions will not be fully satisfied at or prior to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days Closing or (ii) the full amount of the Mailing Date, proposal, commitment or similar letters from others providing for Debt Financing (other than any amounts under any revolving credit facilities which are not contemplated to be funded on the financing Closing Date so long as such amounts are not necessary for Sufficient Funds) will not be made available to Purchaser at or prior to the consummation Closing. Subject to the satisfaction or waiver of the transactions contemplated herebyDebt Financing Conditions and the Remedies Exception, on the Debt Financing Commitment Letter may be enforced against the Debt Financing Sources party thereto in their capacities as lenders and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Datearrangers by Purchaser, individually, in accordance with the event that all or any portion terms of the Debt Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the FinancingCommitment Letter. (d) ADI intends that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunder.

Financing. Purchaser shall seek to obtain the commitment from a lender (a"Purchaser's Lender") ADI shall deliver to Artistic on or before the date (which shall be no later than five Business Days after it has been cleared by the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) provide financing (the "Mailing DateFinancing") on which for the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such time. (b) In the event that all or any portion acquisition of the Financing provided for in the Proposal Letters has become unavailable at or prior to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, Project on and subject to terms and conditions no less favorable satisfactory to ADI Purchaser in its sole discretion and agrees to keep Seller reasonably informed of its progress in obtaining the aggregate than provided for in Financing. If Purchaser's Lender refuses to fund the Proposal Letters. (c) During purchase or Purchaser is otherwise unable to obtain such financing, then Purchaser shall have the period from the Mailing Date through absolute and unfettered right, at any time prior to and on the Closing Date, to terminate this Agreement by sending written notice of such termination to Seller and the Title Company, whereupon the Title Company shall return the ▇▇▇▇▇▇▇ Money to Purchaser and the parties hereto shall have no further obligations under this Agreement, except as may otherwise be provided herein. Seller agrees to execute, such estoppel certificates, subordination, nondisturbance and attornment agreements, and other instruments as Purchaser's Lender may reasonably require in connection with such financing. To the event that all or any portion of the Financing provided for in the Proposal Letters becomes unavailableextent permitted by, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms the conditions of, Article 7, Seller further agrees to cooperate with Purchaser's Lender and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect allow such lender and its contractors, appraisers and representatives reasonable access to the Financing. (d) ADI intends that Project to inspect same and to perform such other due diligence in connection with the terms and conditions of loan as they may reasonably deem necessary; subject, however, to the Financing shall be no less favorable taken as a whole than those previously provisions set forth in Article 16 hereof. In addition, Seller agrees that Purchaser may share all studies, tests, reports, financial data and other information regarding the Proposal Letters or Project provided by Seller to Purchaser with Purchaser's Lender and prospective lenders. Purchaser agrees to repair any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions physical damage to the transactions constituting Project caused by Purchaser's Lender's entry onto the Financing and to its drawing down the cash proceeds thereunderProject.

Financing. (a) ADI Each of Parent and Merger Sub shall deliver use their respective reasonable best efforts to Artistic on take, or before cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the date (which shall be no Financing in an amount required to satisfy the Required Amount not later than five Business Days after it has been cleared the Closing Date on the terms and conditions described in or contemplated by the Securities and Exchange Commission Financing Letters (it being understood that Artistic will notify ADI including complying with any valid request requiring the exercise of such clearance promptly)“market flex” provisions in the fee letter associated with the Debt Commitment Letters) (or on other terms with respect to conditionality that are not less favorable to Parent than the "Mailing Date") on which the Proxy Statement (as defined conditions set forth in the Merger AgreementFinancing Letters and otherwise on terms and conditions as would not have any result, event or consequence described in any of clauses (A) is scheduled through (D) of Section 6.15(c), including using reasonable best efforts to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be (i) maintain in full force and effect the Financing Letters and the Limited Guarantee, (ii) negotiate and execute definitive agreements with respect to the Debt Financing required to pay the Required Amount (after taking into account any available Equity Financing) (which, with respect to the bridge facility documentation, shall not be required until reasonably necessary in connection with the funding of the Debt Financing required to pay the Required Amount (after taking into account any available Equity Financing)) on the terms and conditions contained in the Debt Commitment Letters (which may reflect “market flex” provisions) (or on other terms with respect to conditionality that are not less favorable to Parent than the conditions set forth in the Financing Letters and otherwise on terms and conditions as would not have any result, event or consequence described in any of clauses (A) through (D) of Section 6.15(c)) (such definitive agreements, the “Definitive Financing Agreements”), (iii) satisfy and comply with on a timely basis (except to the extent that Parent and Merger Sub have obtained the waiver of) all conditions and covenants to the funding or investing of the Financing required to pay the Required Amount applicable to Parent or Merger Sub in the Financing Letters and the Definitive Financing Agreements that are within their control that are to be satisfied by Parent or Merger Sub, (iv) consummate the Financing in an amount required to pay the Required Amount or enforce the Limited Guarantee at such timeor prior to the Closing and (v) enforce its rights under the Financing Letters and the Limited Guarantee. Neither Parent nor Merger Sub shall release or consent to the termination of the obligations of any Investor to provide the Equity Financing in an amount required to pay the Required Amount or to the termination of obligations under the Limited Guarantee. (b) In the event that, notwithstanding the use of reasonable best efforts by Parent to satisfy its obligations under Section 6.15(c), any portion of the Debt Financing in an amount required to pay the Required Amount (after taking into account any available Equity Financing) becomes unavailable on the terms and conditions (including any “market flex” provisions) contemplated in the Debt Commitment Letters, Parent shall use its reasonable best efforts to, as promptly as practicable following the occurrence of such event, notify the Company of such unavailability and Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange to obtain alternative financing on terms and conditions not less favorable to Parent than the terms and conditions (including any “market flex” provisions) contained in the Debt Commitment Letters in an amount sufficient, when added to the portion of the Financing that is and remains available and taking into account any available Equity Financing, to pay the Required Amount (“Alternative Financing”) and to obtain and promptly provide the Company with a copy of the new executed commitment letter that provides for such Alternative Financing (and any related executed fee letters, fee credit letter and engagement letters, as applicable, in connection therewith, copies of which shall be provided to the Company (it being understood that any such fee letter, fee credit letter and engagement letter may be redacted as to fee amounts, “flex” terms and other commercially sensitive economic terms customarily redacted, so long as such redactions do not relate to any terms that may adversely affect the conditionality, enforceability, availability or termination of the Alternative Financing Commitment Letter or reduce the aggregate principal amount of the Debt Financing below the amount required to pay the Required Amount)) (the “Alternative Financing Commitment Letter”). In furtherance of, and not in limitation of, the foregoing, in the event that any portion of the Debt Financing in an amount required to pay the Required Amount (after taking into account any available Equity Financing) becomes unavailable, regardless of the reason therefor, but any bridge facilities contemplated by the Debt Financing (or alternative bridge facilities obtained in accordance with this Section 6.15(b)) are available on the terms and conditions described in the Debt Commitment Letters, then Parent shall use reasonable best efforts to cause the proceeds of such bridge financing to be used in lieu of such contemplated Debt Financing as promptly as practicable following the occurrence of such event. For purposes of this Agreement (other than with respect to representations in this Agreement made by Parent or Merger Sub that speak to the date of this Agreement) references to (i) the “Financing” and “Debt Financing” shall include the debt financing contemplated by the Debt Commitment Letters and any such Alternative Financing, (ii) the “Financing Letters” and the “Debt Commitment Letters” shall include the Debt Commitment Letters to the extent not superseded by the Alternative Financing Commitment Letter and any such Alternative Financing Commitment Letter, (iii) the “Definitive Financing Agreements” shall include the definitive documentation relating to the debt financing completed by the Debt Commitment Letters and any such Alternative Financing and (iv) the “Debt Financing Sources” shall include the financial institutions and other entities party to any Alternative Financing Commitment Letter. (c) Neither Parent nor Merger Sub shall permit or consent to or agree to any amendment, restatement, replacement, supplement, termination or other modification or waiver of any provision or remedy under, (i) the Equity Commitment Letter (other than to increase the amount of Equity Financing available thereunder), (ii) the Limited Guarantee or (iii) the Debt Commitment Letters, without the prior written consent of the Company, if such amendment, restatement, supplement, termination, modification or waiver would (A) impose new or additional conditions precedent to the funding of the Debt Financing or would otherwise adversely change, amend, modify or expand any of the conditions precedent to the funding of the Debt Financing, (B) be reasonably expected to prevent or delay the availability of all or a portion of the Debt Financing necessary to pay the Required Amount (after taking into account any available Equity Financing) or the consummation of the transactions contemplated by this Agreement, (C) reduce the aggregate amount of the Debt Financing below the amount necessary to pay the Required Amount (after taking into account any available Equity Financing) or (D) otherwise adversely affect the ability of Parent or Merger Sub to enforce their rights under the Debt Commitment Letters; provided that Parent may amend the Debt Commitment Letters to add lenders, lead arrangers, bookrunners, syndication agents or other entities who had not executed the Debt Commitment Letters as of the date of this Agreement. For purposes of this Agreement (other than with respect to representations in this Agreement made by Parent or Merger Sub that speak as of the date of this Agreement), references to (i) the “Equity Financing”, “Debt Financing” and “Financing” will include the financing contemplated by the Financing Letters as permitted by this Section 6.15 to be amended, restated, replaced, supplemented or otherwise modified or waived and (ii) the “Debt Commitment Letters”, “Equity Commitment Letter” or “Financing Letters” shall include such document as permitted by this Section 6.15(c) to be amended, restated, replaced, supplemented or otherwise modified or waived, in each case from and after such amendment, restatement, replacement, supplement or other modification or waiver. Notwithstanding anything to the contrary in this Agreement, in no event shall any Alternative Financing Commitment Letter, or any amendment, restatement, amendment and restatement, modification or supplement to, or replacement of, the Debt Commitment Letters, be deemed to adversely expand the obligations of the Company and its Subsidiaries to assist with respect to the Debt Financing under Section 6.14. (d) Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 6.15 will require, and in no event will the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to (i) seek the Equity Financing from any source other than a counterparty to, or in any amount in excess of that contemplated by, the Equity Commitment Letter or (ii) pay any fees in excess of those contemplated by the Equity Commitment Letter or the Debt Commitment Letters. (e) Parent shall give the Company prompt written notice after Parent’s knowledge (i) of any default or breach (or any event that, with or without notice, lapse of time or both, would, or would reasonably be expected to, give rise to any default or breach) by any party under any of the Financing Letters or the Definitive Financing Agreements of which Parent or Merger Sub becomes aware, (ii) of any termination of any of the Financing Letters, (iii) of the receipt by Parent or Merger Sub of any written notice or other written communication from any Investor or Debt Financing Source with respect to any (A) actual or potential default, breach, termination or repudiation of any Financing Letter or any Definitive Financing Agreement, or any material provision thereof, in each case by any party thereto, or (B) material dispute or disagreement between or among any parties to any Financing Letter or the Definitive Financing Agreements that would reasonably be expected to prevent or materially delay the Closing or make the funding of the Financing required to pay the Required Amount on the Closing Date less likely to occur or give rise to a right of termination under any such arrangement, and (iv) of the occurrence of an event or development that would reasonably be expected to adversely impact the ability of Parent or Merger Sub to obtain all or any portion of the Financing provided for in necessary to pay the Proposal Letters has become unavailable at or prior Required Amount. Without limitation of the foregoing, upon the request of the Company from time to time, Parent will promptly update the Company on the material activity and developments of its efforts to arrange and obtain the Financing, including by providing copies of all definitive agreements (and drafts of all offering documents and marketing materials) related to the Mailing DateFinancing, regardless and any amendments, modifications or replacements to any Financing Letters (or any Alternative Financing Commitment Letter). (f) Each of fault, ADI Parent and Merger Subs shall deliver use their respective reasonable best efforts to Artistic within 10 launch no later than ten (10) Business Days following the date of this Agreement a Consent Solicitation seeking consents to the waiver of the Mailing Date, proposal, commitment or similar letters from others providing for requirement to repurchase the financing necessary for Company Senior Notes in connection with the consummation of Merger and the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date, in the event that all or any portion of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect hereby pursuant to the Financing. (d) ADI intends that the terms and conditions “Change of the Financing shall be no less favorable taken as a whole than those previously Control Triggering Event” covenant set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunderCompany Senior Notes Indenture.

Financing. (a) ADI From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with Section 8.01, Purchaser shall deliver use commercially reasonable efforts to Artistic take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary or advisable, to arrange and obtain the Debt Financing as promptly as practicable following the date of this Agreement and on a timely basis, and to consummate the Debt Financing on or before prior to the date Closing Date. Such actions shall include, but not be limited to, using commercially reasonable efforts to: (which shall be no later than five Business Days after it has been cleared by i) maintain in effect the Securities Debt Commitment Letter in accordance with the terms and Exchange Commission subject to the conditions therein, (it being understood that Artistic will notify ADI of such clearance promptly)ii) (the "Mailing Date") satisfy on which the Proxy Statement (as defined a timely basis all conditions applicable to Purchaser contained in the Merger AgreementDebt Commitment Letter and any definitive agreement related thereto, (iii) negotiate, execute and deliver definitive documentation with respect to the Debt Financing that reflect the terms contained in the Debt Commitment Letter and Debt Fee Letter (including any “market flex” provisions related thereto or any “securities demand” provisions related thereto) or on such other terms acceptable to Purchaser and its Financing Sources (provide that such terms shall not be less favorable from a conditionality and enforceability perspective than those set forth in the Debt Commitment Letter), (iv) in the event that the conditions set forth in Section 7.01 and Section 7.02 have been satisfied or waived or, upon funding would be satisfied, consummate the Debt Financing (including by causing the Financing Sources to fund the Debt Financing in accordance with the Debt Commitment Letter), (v) comply in all material respects with its covenants or other obligations pursuant to the Debt Commitment Letter and the definitive documents relating to the Debt Financing in accordance with the terms and conditions thereof at or prior to the time the Closing is scheduled required to occur pursuant this Agreement and (vi) enforce its rights pursuant to the Debt Commitment Letter. Purchaser shall pay, or cause to be mailed paid, all commitment or other fees arising pursuant to the stockholders of Artistic true Debt Commitment Letter as and correct copies of each Proposal Letter which shall be in full force and effect at such timewhen they become due. (b) In the event that Without limiting Purchaser’s other obligations under this Section 6.14, if for any reason all or any portion of the Debt Financing provided for becomes unavailable on the terms and conditions (including any “market flex” or “securities demand” provisions in the Proposal Letters has become unavailable at Debt Fee Letter) contemplated in the Debt Commitment Letter (including, without limitation, as a result of expiration or prior termination of any portion of the commitments set forth in the Debt Commitment Letter) and the portion of the Debt Financing that remains available, together with cash on hand (including available lines of credit) and other financial resources available to the Mailing DatePurchaser, regardless of faultis less than the Required Amount, ADI then Purchaser shall deliver (i) promptly notify the Partnership thereof and the reasons therefor, (ii) use commercially reasonable efforts to Artistic within 10 Business Days obtain alternative financing from alternative Financing Sources ((A) on terms and conditions not materially less favorable in the aggregate to Purchaser than those contained in the Debt Commitment Letter and related Debt Fee Letter, (B) containing conditions to draw, conditions to Closing and other terms that would reasonably be expected to affect the availability thereof that (1) are not more onerous than those conditions and terms contained in the Debt Commitment Letter and related Debt Fee Letter, (2) would not reasonably be expected to delay the Closing or make the Closing less likely to occur) that, when taken together with the portion of the Mailing DateDebt Financing that remains available, proposalcash on hand (including available lines of credit) and other financial resources available to the Purchaser, is at least equal to the Required Amount and (iii) use commercially reasonable efforts to obtain, and when obtained, provide the Partnership with a true and complete copy of, a new financing commitment that provides for such alternative financing; provided, that any provisions set forth in the fee letter for such new financing commitment relating to “securities demand” provisions, pricing terms and pricing caps, “market flex” provisions and other commercially sensitive information that is customarily redacted, none of which would reasonably be expected to reduce the aggregate principal amount of the Debt Financing to be funded on the Closing Date or similar letters affect the conditionality, enforceability or availability of the Debt Financing, may, in each case, be redacted; provided, further, that, notwithstanding anything herein to the contrary, in no event shall commercially reasonable efforts be construed to require that Purchaser (x) pay any fees or original issue discount in excess of those contemplated by the Debt Commitment Letter as in effect of the date hereof or (y) agree to pricing or other economic terms that are less favorable (taken as a whole) than those contemplated by the Debt Commitment Letter as in effect of the date hereof (in each case of clauses (x) and (y), assuming the full exercise of any “market flex” and “Securities demand” provisions in the Debt Commitment Letter and related Debt Fee Letter). Purchaser shall have the right from others providing for time to time to amend, modify, supplement, restate, assign, substitute or replace any of the financing necessary for Debt Commitment Letter or any definitive documentation with respect to the Debt Financing; provided, that, from the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with Section 8.01, without the prior written consent of the Partnership, Purchaser shall not amend, modify, supplement, restate, assign, substitute or replace any of the Debt Commitment Letter or any definitive documentation with respect to the Debt Financing if such amendment, modification, supplement, restatement, assignment, substitution or replacement could or could reasonably be expected to (I) impose additional conditions precedent or expand upon (or amend or modify in any manner) the conditions precedent to the funding of the Debt Financing, (II) reduce the amount of the Debt Financing to an amount, together with cash on hand (including available lines of credit) and other financial resources available to the Purchaser, that is less than the Required Amount, (III) impair, delay or prevent the consummation of the transactions contemplated hereby, Transactions on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing DateDate or (IV) adversely affect Purchaser’s ability to consummate the Transactions; provided, in further, that Purchaser may, without the event that all prior written consent of the Partnership, amend, modify, supplement, restate, assign, substitute or any replace the Debt Commitment Letter to (1) add and appoint additional arrangers, bookrunners, underwriters, agents, lenders and similar entities, to provide for the assignment and reallocation of a portion of the Financing provided for financing commitments contained therein and to grant customary approval rights to such additional arrangers and other entities in connection with such appointments, (2) reduce pricing and/or (3) increase the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days aggregate amount of the date Debt Financing, in each case, subject to compliance in all respects with the restrictions on modification set forth in clauses (I)-(IV) above. Purchaser shall keep the Partnership informed in reasonable detail of the status of Purchaser’s efforts to arrange the Debt Financing. Purchaser and Merger Sub expressly acknowledge and agree that such their obligations under this Agreement, including their obligations to consummate the Merger, are not subject to, or conditioned on, Purchaser’s or Merger Sub’s receipt of financing. Any alternative, substitute or replacement debt financing became unavailableobtained by Purchaser in accordance with this Section 6.14(b) is the “Alternative Financing.” For purposes of this Agreement, proposal, commitment or similar letters from others providing for references to “Debt Financing” shall include the financing necessary for contemplated by any Alternative Financing and references to “Debt Commitment Letter”, “Debt Fee Letter”, “Financing Sources”, or “Debt Financing” shall include the consummation of the transactions contemplated herebydocuments (or commitments or financing sources, on and subject to terms and conditions no less favorable to ADI as applicable) in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments connection with respect any Alternative Financing to the Financing. (d) ADI intends that the terms extent permitted by this Section 6.14, and conditions of the such Alternative Financing shall be no less favorable taken as a whole than those previously set forth in required to comply with the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions provisions of this Agreement to the transactions constituting same extent as the Financing and to its drawing down the cash proceeds thereunderDebt Financing.

Financing. (a) ADI Subject to the terms and conditions of this Agreement, Buyer shall deliver use its reasonable best efforts to Artistic on obtain the Financing contemplated by the Commitment Letter, including taking, or before causing to be taken, all actions and doing, or causing to be done, all things necessary, proper or advisable to obtain the Financing contemplated by the Commitment Letter. Buyer may amend the Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Commitment Letter as of the date of this Agreement, or otherwise replace or amend the Commitment Letter, in each case, so long as such action would not (which shall A) reasonably be no later than five Business Days after it has been cleared by expected to delay or prevent the Securities and Exchange Commission Closing, (it being understood that Artistic will notify ADI of such clearance promptly)B) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed expand on, or provide for additional, conditions precedent to the stockholders initial funding of Artistic true the Financing or (C) reduce the aggregate amount of the Financing at the Closing below an amount sufficient (when taken together with Buyer’s other available funds) to enable Buyers to pay the Purchase Price and correct copies the maximum amount of each Proposal Letter which shall be in full force and effect at such timethe Contingent Payment. (b) Buyer shall maintain in effect the Commitment Letter and negotiate definitive agreements with respect to the Financing on substantially the terms and conditions contained in the Commitment Letter. Upon the request of the Seller from time to time, Buyer shall keep the Seller informed on a reasonably current basis and in reasonable detail of the status of Buyer’s efforts to arrange the Financing. In the event that all conditions in the Commitment Letter have been satisfied or, upon funding will be satisfied, Buyer shall use its reasonable best efforts to cause the Financing Sources to fund on the Closing Date the financing required to consummate the transactions contemplated by this Agreement. In the event that all or any a portion of the Financing provided for becomes unavailable, Buyer shall use its reasonable best efforts to arrange replacement financing on terms not materially less favorable, taken as a whole, to Buyer than those under the Commitment Letter from alternative sources as promptly as practicable in the Proposal Letters has become unavailable at or prior an amount sufficient to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of consummate the transactions contemplated herebyby this Agreement (and in such case references in this Agreement to the Commitment Letter shall be deemed to refer also to the agreements under which such replacement commitments are provided, on references in this Agreement to the Financing shall be deemed to refer also to the financing contemplated thereby, and subject all obligations of Buyer pursuant to terms this Section 7.13 shall be applicable thereto to the same extent as with respect to the Commitment Letter and conditions no less favorable the Financing). For the purposes of this Agreement, references to ADI the “Commitment Letter” shall include such documents as permitted or required by this Section 7.13 to be amended, modified or replaced, in each case from and after such amendment, modification or replacement and references to the aggregate than provided for in the Proposal Letters“Financing” shall include any such modified or alternative debt financing. (c) During Buyer shall give the period from Seller prompt notice of any breach, default of, or actual withdrawal, repudiation or termination in writing by, any party to the Mailing Date through the Closing DateCommitment Letter or of any condition not likely to be satisfied, in the event that all each case, of which Buyer becomes aware or any portion termination of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the FinancingCommitment Letter. (d) ADI intends that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunder.

Financing. (a) ADI The Buyer shall promptly, after their execution, deliver to Artistic on or before the date (which shall be no later than five Business Days after it has been cleared by the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed to the stockholders of Artistic true Seller true, complete and correct copies of each Proposal Letter which signed commitment letters and related term sheets received by the Buyer from debt and, if applicable, equity financing sources (including equity financing sources (if any) for Holding). The Buyer shall be in full force and effect at such time. (b) In promptly notify the event that all or any portion Seller of the Financing provided for in the Proposal Letters has become unavailable at or prior refusal of any party to the Mailing Date, regardless of fault, ADI shall deliver debt commitment letter to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for provide the financing necessary for the consummation in accordance with each of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date, in the event that all or any portion of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financing. (d) ADI intends that the terms and conditions described therein. The Seller shall, and shall cause the Companies to, provide such assistance and cooperation as the Buyer and its Affiliates may reasonably request in connection with obtaining the debt financing described in the debt commitment letter, including providing reasonable access to the Business and the Assets, reasonably cooperating with the Buyer and its Affiliates in preparing definitive debt financing documents and reasonably cooperating with the Buyer in making closing deliveries required thereunder. In furtherance of the Financing foregoing, Seller shall, and shall be no less favorable taken as a whole than those previously set forth cause the Companies to, assist and cooperate with the Buyer and its Affiliates in their obtaining landlord lien waivers, non-disturbance agreements and estoppel certificates required in connection with the debt financing described in the Proposal Letters or debt commitment letter (including promptly facilitating discussions with the relevant landlords for the Real Property). Notwithstanding anything to the contrary herein, neither the Seller nor any replacement letters. ADI of its Affiliates (including the Companies) will be required to make any out of pocket expenditure in connection with their obligations under this Section 5.7 nor shall use its best efforts any provision of this Section 5.7 be interpreted to satisfy at or before require that the Seller postpone the Closing all conditions Date. The Parties acknowledge that nothing herein is intended to imply that Buyer’s obtaining financing pursuant to the transactions constituting commitment letters is a condition to the Financing and obligation of the Buyer to its drawing down perform the cash proceeds thereunderTransactions contemplated to be performed on the Closing Date.

Financing. Purchaser shall, and shall cause its Affiliates and its and their officers, directors, employees and representatives to, use their commercially reasonable efforts to (a) ADI shall deliver satisfy all covenants and conditions precedent to Artistic on or before the date (which shall be no later than five Business Days after it has been cleared funding of the financings contemplated by the Securities Commitment Letter and Exchange Commission (it being understood that Artistic will notify ADI to cause all representations and warranties of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined Purchaser and its Affiliates contained in the Merger Agreement) is scheduled Commitment Letter and in the definitive documents for the financings contemplated thereby to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such time. time(s) as are required under the terms of the Commitment Letter and such definitive documentation, and (b) In arrange as promptly as practicable and, subject to the simultaneous consummation of the Closing on the terms and conditions set forth herein and subject to the conditions set forth in the Commitment Letter, consummate the financing contemplated by the Commitment Letter by the Closing Date on terms and conditions in all material respects consistent with the terms of the Commitment Letter. Purchaser shall notify Seller if Purchaser becomes aware of any fact, occurrence or event that all it believes would be reasonably likely to prevent Purchaser or any portion of the Financing provided its Affiliates from consummating financing arrangements for in the Proposal Letters has become unavailable at or prior to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby. Purchaser agrees with Seller that it will not, on and subject to will cause its Affiliates not to, voluntarily waive, release, modify, rescind, terminate or otherwise amend any of the material terms and or conditions no less favorable to ADI contained in the aggregate Commitment Letter, other than provided for changes that do not adversely affect the rights and obligations of Seller under this Agreement or the ability of Purchaser to satisfy the condition to Closing described in the Proposal Letters. Section 6.1.7, without prior written consent of Seller (c) During the period from the Mailing Date through the Closing Datesuch consent not to be unreasonably conditioned, in the event that all withheld or any portion of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Lettersdelayed). ADI shall keep Artistic promptly informed of all material developments with respect Subject to the Financing. (d) ADI intends third sentence of Section 4.3.5, Purchaser covenants that it shall identify a sufficient number of Employees for termination pursuant to the first sentence of Section 4.3.5 such that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy Terminated Employee Obligations are at or before the Closing all conditions least equal to the transactions constituting the Financing and to its drawing down the cash proceeds thereunderTerminated Employee Obligation Threshold.

Financing. Buyer shall use its commercially reasonable efforts to obtain, as promptly as practicable following the date of this Agreement, (a) ADI shall deliver financing reasonably sufficient to Artistic on pay the Purchase Price and all fees and expenses necessary or before the date (which shall be no later than five Business Days after it has been cleared by the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled related to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such time. (b) In the event that all or any portion of the Financing provided for in the Proposal Letters has become unavailable at or prior to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated herebyby this Agreement (the “Financing”) and (b) Commitment Letters for the Financing. Buyer shall, on as promptly as reasonably practicable, deliver to Seller true, correct and subject complete copies of each executed Commitment Letter and of all other documents related to terms and conditions no less favorable the Financing. Buyer shall pay, or cause its Affiliates to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Datepay, in full when due any and all commitment fees or other fees in connection with the event that all Commitment Letters and take such other actions necessary or appropriate to cause each Commitment Letter to constitute enforceable obligations of each party thereto. Buyer shall not permit any amendment or modification to be made to, or any portion waiver of any material provision of or remedy under, any of the Financing provided for Commitment Letters, unless such amendment, modification or waiver, as the case may be, shall have been expressly approved in the Proposal Letters becomes unavailablewriting by Seller. Buyer shall comply (and cause its Affiliates to comply) with its obligations under each Commitment Letter and Buyer shall use its commercially reasonable efforts to (a) maintain in effect each executed Commitment Letter, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic (b) as promptly informed of all material developments as practicable negotiate definitive agreements with respect to the Financing. (d) ADI intends that Commitment Letters on the terms and conditions contained in the Commitment Letters (or on terms not materially less favorable to the interests of Seller (including with respect to conditionality and timing), than the terms and conditions in the Commitment Letters), (c) satisfy all conditions applicable to it in the Commitment Letters and such definitive agreements, and (d) enforce all of its rights under the Commitment Letters and obtain and consummate the Financing as promptly as practicable (and in any event prior to the Outside Date). Buyer shall keep Seller informed on a reasonably current basis and in reasonable detail of the Financing status of its efforts to obtain Commitment Letters and arrange the Financing. Without limiting the foregoing, Buyer shall be notify Seller promptly, and in any event within two Business Days, if (A) any financing source that is a party to any Commitment Letter (x) notifies Buyer that such source no less favorable taken as a whole than those previously longer intends to provide financing to Buyer on the terms set forth therein or (y) breaches any of its material obligations under such Commitment Letter or (B) for any reason Buyer no longer believes in good faith that it will be able to obtain all of the Proposal Letters Financing. Buyer shall not, and shall not permit any of its Affiliates to, take any action, or enter into any replacement letterstransaction, that could reasonably be expected to prevent the Financing. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing Buyer acknowledges and agrees that obtaining financing is not a condition to its drawing down obligation to consummate the cash proceeds thereunderClosing.

Financing. Buyer shall use its Reasonable Efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the debt financing described in the Debt Commitment Letter on the terms and conditions described in the Debt Commitment Letter (aprovided that Buyer may amend or modify the Debt Commitment Letter as long as the terms thereof would not adversely impact the ability of Buyer, Seller or the Company to consummate the transactions contemplated hereby or delay the Closing Date), including using Reasonable Efforts to (i) ADI maintain in effect the Debt Commitment Letter, timely pay any commitment fees that become due and payable in accordance with the terms of the Debt Commitment Letter, negotiate and enter into definitive agreements with respect to such debt financing on the terms and conditions reflected in the Debt Commitment Letter or on other terms no less favorable, in the aggregate, to Buyer, (ii) satisfy on a timely basis all conditions in such definitive agreements that are within its control, (iii) consummate such debt financing at or prior to Closing in accordance with the terms of the Debt Commitment Letter and (iv) enforce its rights to cause the lenders to provide such debt financing under the Debt Commitment Letter (including by taking enforcement action to cause such lender providing such debt financing to fund such financing). Buyer shall deliver also use its Reasonable Efforts to Artistic on take, or before cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the date (which shall be no later than five Business Days after it has been cleared financing contemplated by the Securities Investor Commitment Letter, including using Reasonable Efforts to (i) maintain in effect the Investor Commitment Letter and Exchange Commission timely pay any commitment fees that become due and payable in accordance with the terms of the Investor Commitment Letter, (ii) satisfy on a timely basis all conditions applicable to Buyer in such Investor Commitment Letter that are within its control, (iii) consummate the financing contemplated by the Investor Commitment Letter at or prior to Closing and (iv) enforce its rights to cause the Investors to provide the financing contemplated under the Investor Commitment Letter (including by taking enforcement action to cause such Investors providing such financing to fund such financing). Buyer will retain all capital funded to Buyer pursuant to the Investor Commitment Letter and the Debt Commitment Letter to satisfy its obligations to Seller hereunder until such obligations to Seller have been satisfied. Buyer will not, and will not consent to, the withdrawal, rescission or revocation of the Investor Commitment Letter, any changes in the parties thereto or the amounts they are committed to fund thereunder (it being understood that Artistic will notify ADI BBIFNA AIV Two, LP and B▇▇▇▇▇▇ & B▇▇▇▇ ▇▇▇▇▇ Pty Ltd may make arrangements and enter into agreements to effect any sale, transfer or disposition of such clearance promptly)their interests in Buyer immediately after Closing that are permitted under Section 4(a)(i) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such time. (b) In the event that all or any portion of the Financing provided for in Shareholder Agreement), or the Proposal Letters has become unavailable at alteration, amendment or prior to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days modification of the Mailing DateInvestor Commitment Letter in a manner adverse to Seller, proposal, commitment Buyer or similar letters from others providing for the financing necessary for Company or that would adversely impact the consummation ability of any of them to consummate the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through hereunder or would delay the Closing Date, in each case above without the event prior written consent of Seller. The parties to the Investor Commitment Letter (other than Buyer) or their permitted assignees will be the only owners of Buyer immediately after completion of the Closing. The Investor Commitment Letter may not be assigned (whether by operation of law, merger, consolidation or otherwise; provided that B▇▇▇▇▇▇ & B▇▇▇▇ Infrastructure Limited may assign all or any a portion of its rights and obligations under the Financing provided for in Investor Commitment Letter to Affiliates it controls or to B▇▇▇▇▇▇ & B▇▇▇▇ Infrastructure Trust and Affiliates controlled by B▇▇▇▇▇▇ & B▇▇▇▇ Infrastructure Trust) without the Proposal Letters becomes unavailableprior written consent of Seller. Notwithstanding Section 7.4, regardless of faultBuyer may not create, ADI shall deliver to Artistic within 30 days amend or supplement Section 5.5 of the date Buyer’s Disclosure Schedule or create, amend or supplement other disclosures in Buyer’s Disclosure Schedule that such financing became unavailable, proposal, commitment or similar letters from others providing for would have the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financingsame effect. (d) ADI intends that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunder.

Financing. (a) ADI In furtherance and not in limitation of the terms of Section 5.3(a), as promptly as practicable following the execution and delivery of this Agreement, Parent shall deliver use its commercially reasonable best efforts to Artistic obtain the financings specified in the Financing Commitments. Parent shall not amend, modify, or terminate, or waive any conditions with respect to, the Financing Commitments, in each case, in a manner which could impair the ability of Parent to consummate the transactions contemplated by this Agreement, without the prior written consent of the Company. If financings in the amounts set forth in the Bank Commitment Letter, or any portion thereof, become unavailable to Parent on the terms and conditions set forth therein, then Parent shall use its commercially reasonable best efforts to obtain substitute financing on terms and conditions reasonably satisfactory to Parent (“Substitute Financing”). If Substitute Financing is required, such financing will not contain any funding condition or before any other conditions precedent whatsoever relating to the date (which shall be payments set forth in Article II with respect to the Senior Debentures and Company Options, except only that no later than five Business Days after it has been cleared by the Securities and Exchange Commission (it being understood that Artistic will notify ADI Event of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement Default (as defined in the Merger Agreementsuch bank facility) is scheduled relating to insolvency or bankruptcy shall then exist or be mailed continuing with respect to the stockholders of Artistic true Company. Parent shall, and correct copies of each Proposal Letter which shall be cause its Affiliates to, comply with the covenants, agreements and obligations set forth in full force and effect at the Bank Commitment Letter, to the extent such timecompliance is necessary to obtain the debt financing required to complete the Transaction. (b) In furtherance and not in limitation of the event that all terms of Section 5.4(a), in order to assist with obtaining the financing specified in the Bank Commitment Letter or any portion of the Financing provided for in the Proposal Letters has become unavailable at or Substitute Financing, prior to the Mailing DateClosing, regardless the Company shall, and shall cause each Company Subsidiary to (i) provide such information, assistance and cooperation as Parent, its Affiliates and the other parties to the Bank Commitment Letter may reasonably request in connection with the financing transactions contemplated thereby, including, without limitation, assisting with the preparation of faultinformation packages, ADI shall deliver offering memoranda, prospectuses and other offering materials (the “Offering Materials”), (b) use commercial reasonable best efforts to Artistic within 10 Business Days cause the officers of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date, in the event that all Company or any portion of Company Subsidiary to execute any reasonably necessary officers’ certificates or management representation letters to the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver Company’s or such Company Subsidiary’s accountants to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments issue unqualified reports with respect to the Financing. financial statements to be included in any Offering Materials, (c) upon reasonable prior notice, use commercially reasonable best efforts to make senior management and other representatives of the Company and the Company Subsidiaries available to participate in (i) meetings with investors and rating agencies and (ii) the preparation of any Offering Materials or other materials in connection with such meetings and (d) ADI intends that request from the terms present and conditions former independent accountants of the Financing Company and the Company Subsidiaries that they (i) cooperate with and assist Parent and the other parties to the Bank Commitment Letter in preparing the Offering Materials, including audited, unaudited, and pro forma financial statements of the Company and the Company Subsidiaries, (ii) participate in drafting sessions related to the preparation of the Offering Materials, (iii) make work papers reasonably available to Parent and the other parties to the Bank Commitment Letter and their respective representatives (subject to Parent and such other parties entering into any agreements reasonably required or requested by the accountants in connection with the provision of such work papers), (iv) deliver “comfort-letters” in customary form in connection with any offering or financing and (v) deliver consents to the inclusion of financial statements required in connection with any offering or financing; provided, however, that (A) Parent shall be no less favorable taken as a whole than those previously set forth solely responsible for all costs and expenses incurred by the Company and the Company Subsidiaries in regard to such cooperation of the Proposal Letters or any replacement letters. ADI shall use its best efforts Company and the Company Subsidiaries under this Section 5.5(b), (B) all Offering Materials used prior to satisfy at or before the Closing all conditions Date shall include disclaimers that none of the Company or the Company Subsidiaries are responsible for any of the contents therein and (C) Parent shall (1) provide copies to the transactions constituting Company of Offering Materials used prior to the Financing Closing Date and (2) to its drawing down the cash proceeds thereunderextent reasonably practicable, shall allow the Company an opportunity to comment thereon.

Financing. Parent and Merger Sub acknowledge and agree that the Company and its Affiliates and its and their respective Representatives shall not (aprior to the Effective Time) ADI have any responsibility for, or incur any liability to any person under, any financing that Parent and Merger Sub may raise in connection with the transactions contemplated by this Agreement or any cooperation provided pursuant to this Section 7.11 and that Parent and Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Company and its Affiliates and its and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with the Equity Financing and Debt Financing and any information utilized in connection therewith. Parent and Merger Sub shall use their respective reasonable best efforts to (i) arrange and consummate the financing on the terms and conditions described in the Commitment Letters (including the exercise of so-called “flex” provisions) as promptly as practicable, including using reasonable best efforts to (x) negotiate and enter into definitive agreements with respect thereto consistent with the terms and conditions contained in the Commitment Letters or on other terms no less favorable, in all material respects to Parent and Merger Sub, and (y) to satisfy on a timely basis all conditions applicable to Parent and Merger Sub in such definitive agreements that are to be satisfied by Parent or Merger Sub and (ii) comply with their obligations under the Commitment Letters. Without limiting the obligations of Parent and Merger Sub pursuant to the immediately preceding sentence, Parent shall prepare and deliver to Artistic the Debt Financing Sources on or before a timely basis taking into account the date Marketing Period (which 1) the Pro Forma Financial Information, (2) all Debt Offering Documents and (3) all necessary materials to obtain the debt ratings contemplated by Section 3 of the Debt Commitment Letter. Each of Parent and Merger Sub shall provide the Company, upon reasonable request, with such information and documentation as shall be no later than five Business Days after it has been cleared by reasonably necessary to allow the Securities and Exchange Commission (it being understood that Artistic will notify ADI Company to monitor the progress of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such time. (b) financing activities. In the event that all conditions applicable to the financing commitments have been satisfied, Parent shall use its reasonable best efforts to cause the lenders and the other Persons providing such financing to consummate the transactions contemplated hereby and by the Epicor Merger Agreement on the Closing Date (including by taking enforcement action to cause such lenders and other Persons providing such financing to fund such financing). In the event (x) any portion of the debt financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter and/or (y) Parent is required to pay the Scheduled Acquisition Cost Amount (or a portion thereof) pursuant to the terms of this Agreement, (A) Parent shall use its reasonable best efforts to arrange and to obtain alternative financing from the same or alternative sources on terms no less favorable to Parent than those in the Debt Commitment Letter that such alternative financing would replace (including flex provisions) (the “Alternative Financing”) as promptly as practicable following the occurrence of such event, (B) the term “Commitment Letter” in this Section 7.11 shall be deemed to include any new financing commitment entered into with respect to obtaining such alternative financing and (C) the obligations under this Section 7.11 shall apply equally to any such alternative financing (including any new financing commitment); provided, that Parent shall not be required to seek any Alternative Financing on or after the Outside Date and shall not be required to execute any new debt commitment letter or arrange for such alternative financing on terms and conditions that are less favorable (unless otherwise determined by Parent), in the aggregate, to Parent, Merger Sub or the Surviving Corporation than those included in the Debt Commitment Letter that they would replace. Parent shall promptly notify the Company of any breach that could adversely affect the timely availability of the financing to be provided by the Commitment Letters of which Parent or Merger Sub has become aware by any party to the Commitment Letters or any written proposal by any financing party named in a Commitment Letter to withdraw, repudiate, terminate or make a material change in the terms of (including the amount of financing contemplated by) such Commitment Letter. Neither Parent nor Merger Sub shall, without the prior written consent of the Company, consent to or enter into (a) any amendment, modification, or waiver of any material provision or remedy under, the Debt Commitment Letter (except any amendment, modification or waiver in connection with Parent’s requirement to fund the Scheduled Acquisition Cost Amount pursuant to the terms of this Agreement) if such amendment, modification, waiver or remedy (x) reduces the cash amount of the funding commitments under the Debt Commitment Letter (unless such reduction of the financing commitments under the Debt Commitment Letter is matched with a corresponding equivalent increase of the financing commitment under the Equity Commitment Letter), (y) significantly delays the consummation of the transactions contemplated by this Agreement, or (z) amends, supplements or otherwise modifies the conditions precedent set forth in the Debt Commitment Letter in any manner that is adverse to Parent or the Company or otherwise adversely affects the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement and/or the Epicor Merger Agreement, (b) any amendment, modification or waiver of any term of the Equity Commitment Letter (except any amendment that solely increases the amount of the equity financing thereunder without amending or modifying any other term of the Equity Commitment Letter) (actions prohibited by clauses (a) and (b), collectively, the “Restricted Commitment Letter Amendments”) or (c) termination of the Commitment Letters; provided, however, Parent and Merger Sub may amend the Debt Commitment Letter (x) to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that had not executed the Debt Commitment Letter as of the date hereof and (y) in connection with Parent’s obligation (if any) to pay the Scheduled Acquisition Cost Amount pursuant to this Agreement. Parent shall, and shall cause its Affiliates to, use reasonable best efforts to maintain the effectiveness of the Commitment Letters. For the avoidance of doubt, in the event that (x) all or any portion of the Financing provided for financing contemplated by the Debt Commitment Letter has not been consummated, and (y) all conditions set forth in Article VIII hereof have been satisfied or waived (other than the Proposal Letters has become unavailable at or prior conditions set forth in Sections 8.1(b) and 8.2(b) but subject to the Mailing Datesatisfaction of such conditions) and the Closing is required to occur pursuant to Section 2.2, regardless each of fault, ADI Parent and Merger Sub shall deliver to Artistic within 10 Business Days cause the proceeds of the Mailing Datebridge facility contemplated by the Debt Commitment Letter to be used to cause the Closing to occur. For the avoidance of doubt, proposalnothing herein shall require, commitment and in no event shall the reasonable best efforts of Parent or similar letters Merger Sub be deemed or construed to require, either Parent or Merger Sub to (i) seek equity financing from others providing for any source other than those counterparty to, or in excess of that contemplated by the financing necessary for Equity Commitment Letter or (ii) pay any fees in excess of those contemplated by the consummation of the transactions contemplated herebyDebt Commitment Letter, on and subject or agree to any “market flex” terms and conditions no less favorable to ADI Parent, Merger Sub or the Surviving Corporation than such corresponding market flex terms contained or contemplated by the Debt Commitment Letter (in the aggregate than provided for in the Proposal Letterseither case, whether to secure waiver of any conditions contained therein or otherwise). (c) During the period from the Mailing Date through the Closing Date, in the event that all or any portion of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financing. (d) ADI intends that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunder.

Financing. (a) ADI The Buyer shall deliver use its reasonable best efforts to Artistic obtain the Financing on the terms and conditions described in the Financing Commitments, including using its reasonable best efforts to (i) promptly negotiate definitive agreements on the terms and conditions contained in the Debt Financing Commitment (including any market flex provisions), (ii) promptly satisfy (or obtain a waiver to) or cause the satisfaction (or waiver) of all conditions in the Financing Commitments and the definitive agreements for the Financing applicable to the Buyer to the extent within the Buyer’s control, (iii) consummate the Financing on the terms and conditions (including any market flex provisions) contained in the Debt Financing Commitment (including by instructing the lenders and the other Persons providing the Financing to provide such Financing) on or before prior to the date (which shall be no later than five Business Days after it has been cleared by the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement Closing is required to occur pursuant to Section 2.3 and (as defined iv) enforce its rights under the Financing Commitments (including by initiating and prosecuting Actions in good faith against the lenders and the other Persons providing the Financing) in the Merger Agreement) is scheduled to be mailed event of any breach thereof. Notwithstanding anything to the stockholders contrary contained herein, in no event shall the Buyer be required to consummate the Debt Financing until the final day of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such timethe Marketing Period. (b) In the event that all or any portion of the Financing provided for becomes unavailable on the terms and conditions (including any market flex provisions) contemplated in the Proposal Letters has become unavailable at or prior Financing Commitments (unless such portion is not reasonably required to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of consummate the transactions contemplated herebyby this Agreement), the Buyer shall use its reasonable best efforts to obtain alternative financing in an amount sufficient to consummate the transactions contemplated by this Agreement on and subject to terms and conditions no not materially less favorable to ADI in the aggregate Buyer than provided for in the Proposal Lettersterms of the applicable Financing Commitments (taking into account any market flex provisions) as promptly as reasonably practicable following the occurrence of such event. (c) During The Buyer shall have the period right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Mailing Date through Financing Commitments; provided, however, that (i) without the prior written consent of the Sellers and the Companies, no such amendment, replacement, supplement, modification or waiver shall (A) reduce the aggregate amount of the Financing, (B) add (or adversely modify any existing) conditions precedent to the Financing (C) be reasonably expected to prevent, impede or materially delay the availability of the Financing, (D) adversely impact the ability of the Buyer to enforce or cause the enforcement of its rights under the Financing Commitments or the definitive agreements relating thereto or (E) impose additional material obligations on the Sellers or the Companies prior to the Closing Date; and (ii) it is understood and agreed that Buyer may amend the Debt Financing Commitment to add lenders, in arrangers, bookrunners, agents, managers or similar entities that have not executed the event that all or any portion of the Debt Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days Commitment as of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financingthis Agreement. (d) ADI intends that To the terms and conditions extent the Buyer obtains alternative financing pursuant to Section 6.11(b) above, or amends, replaces, supplements, modifies or waives any of the Financing pursuant to Section 6.11(c), references to the “Financing” and “Financing Commitments” (and other like terms in this Agreement) shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters deemed to refer to such alternative financing, or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunderas so amended, replaced, supplemented, modified or waived.

Financing. Acquiror shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done all things necessary to arrange the Debt Financing on the terms and conditions described in the Debt Commitment Letter, including using commercially reasonable efforts to (a) ADI shall deliver satisfy (or obtain waivers to), on a timely basis, all conditions to Artistic on or before obtaining the date (which shall be no later than five Business Days after it has been cleared by the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined Debt Financing applicable to Acquiror set forth in the Merger Agreement) is scheduled to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such time. Debt Commitment Letter, (b) In negotiate and enter into definitive agreements with respect thereto on the terms and conditions contemplated by the Debt Commitment Letter (including any related flex provisions) or on other terms in the aggregate not materially less favorable to Acquiror, and (c) in the event that all the conditions to the Debt Financing are satisfied, and subject to satisfaction or waiver of the conditions set forth herein, at the Closing consummate the Debt Financing. Acquiror shall give Seller prompt notice (i) of any breach of the Debt Commitment Letter in any material respect by any Lender of which Acquiror becomes aware, (ii) if and when Acquiror becomes aware that any portion of the Debt Financing provided for in contemplated by any Debt Commitment Letter will not be available to consummate the Proposal Letters has become unavailable at or prior to the Mailing DateTransaction, regardless and (iii) of fault, ADI shall deliver to Artistic within 10 Business Days any termination of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date, in the event that all or any Debt Commitment Letter. If any portion of the Debt Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, unavailable on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financing. (d) ADI intends that the terms and conditions contemplated in the Debt Commitment Letter, other than as a result of the Financing failure of a condition contained herein to be satisfied by Seller or the Company, Acquiror shall use commercially reasonable efforts to arrange and obtain alternative financing, including from alternative sources, on terms not materially less favorable in the aggregate to Acquiror than the terms of the Debt Commitment Letter (“Alternative Financing”) as promptly as practicable following the occurrence of such event and the provisions of this Section 5.9 shall be no less favorable taken as applicable to the Alternative Financing. Acquiror shall (1) comply in all material respects with the Debt Commitment Letter, (2) enforce its rights under the Debt Commitment Letter and (3) not permit any material amendment or modification to be made to, or any waiver of any provision or remedy, if such amendments, modifications or waivers would impose new or additional conditions precedent to receipt of the Debt Financing or if such amendment would reasonably be expected to cause a whole than those previously set forth material delay in the Proposal Letters receipt of the Debt Financing under the Debt Commitment Letter or any replacement letters. ADI shall use its best efforts the fee letter referred to satisfy at or before in the Closing all conditions to Debt Commitment Letter, without the transactions constituting the Financing and to its drawing down the cash proceeds thereunderprior written consent of Seller.

Financing. During the Interim Periods, (a) ADI Buyer shall deliver use its Commercially Reasonable Efforts to Artistic obtain the Financing on the terms and subject only to the conditions described in the Financing Commitments as promptly as practicable, including using Commercially Reasonable Efforts to: (i) maintain in effect the Financing Commitments in accordance with, subject to the terms and subject only to the conditions expressly set forth therein; (ii) negotiate and enter into definitive agreements with respect to the Financing on the terms and subject only to the conditions expressly contained in the Financing Commitments; (iii) satisfy on a timely basis all conditions in the Financing Commitments and the definitive agreements for the Financing that are within its control; (iv) upon the satisfaction of the conditions set forth in the Financing Commitments and all conditions herein to Buyer’s obligation to effect the First Closing (in each case, other than those that can only, or before will, be satisfied upon the date First Closing), consummate all or any portion the Financing necessary to satisfy its obligations to, among other things, obtain funds sufficient, together with any cash on hand of Buyer and other available funds, to pay the Required Amount when due at or prior to the First Closing and Second Closing, as applicable, in accordance with and subject to the terms and conditions set forth in the Financing Commitments; and (v) at the request of Parent, enforce the obligations of the Financing Sources (and the rights of Buyer) under the Financing Commitment. Buyer shall keep Parent informed on a reasonably current basis and in reasonable detail of the status of its efforts to arrange and consummate the Financing, including giving Parent prompt notice (which shall be no later than five Business Days 48 hours after it has been cleared by the Securities and Exchange Commission (it being understood occurrence of any such event) of any event or change that Artistic will notify ADI could reasonably be expected to adversely affect the ability of such clearance promptly)) (Buyer to timely consummate the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such time. (b) In the event that financing or obtain all or any portion of the Financing provided necessary to fund, together with any cash on hand of Buyer and other available funds, the Required Amount. Without limiting the foregoing, Buyer shall give written notice to Parent promptly (which shall be no later than 48 hours): (1) if at any time the Financing Commitments or any definitive document relating thereto shall have expired or be terminated or rescinded for in any reason or Buyer or any of its Representatives become aware of a material breach or material default under, or circumstance that (with or without notice, lapse of time or both) could reasonably be expected to give rise to any material breach of or material default under, the Proposal Letters Financing Commitments or any definitive agreement relating to the Financing by a party thereto; (2) of the receipt, on or prior to the Second Closing Date, of any written notice or other written communication from the Financing Source: (A) with respect to any actual or potential breach, default, event of default, termination or repudiation by any party to any Financing Commitments or any definitive document related to the Financing, (B) pursuant to which any Financing Source has become unavailable indicated that it will not perform its obligations to make the Financing and other extensions of credit thereunder when due from time to time at or prior to the Mailing Date, regardless Second Closing or (C) with respect to any material dispute or disagreement between or among any parties to the Financing Commitments that could reasonably be expected to adversely impact the ability of fault, ADI shall deliver Buyer to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date, in the event that obtain all or any portion of the Financing provided for in necessary to fund, together with any cash on hand of Buyer and other available funds, the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver Required Amount; or (3) Buyer otherwise reasonably determines that Buyer is unlikely to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to timely receive the Financing. (db) ADI intends Buyer shall not agree to any amendment, modification, supplementation, restatement or replacement of, or waiver under, the Financing Commitments in any manner (including by way of a side letter or other binding agreement, arrangement or understanding) without the prior written Consent of Parent, except Buyer may amend, modify, supplement, restate or replace the Financing Commitments, in whole or part, if such amendment, modification, supplement, restatement, or replacement (i) does not reduce (and could not reasonably be expected to have the effect of reducing) the aggregate amount of the Financing, together with any cash on hand of Buyer and other available funds, below the Required Amount, (ii) does not impose new or additional conditions, or expand, amend or modify any of the existing conditions, to the consummation of the Financing, (iii) does not (and could not reasonably be expected to) hinder, materially delay or prevent either Closing or any closing under the Real Estate Purchase Agreement or Insurance Purchase Agreement, (iv) does not (and could not reasonably be expected to) make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) less likely to occur in any material respect, and (v) does not (and could not reasonably be expected to) adversely impact the ability of any Party to enforce its rights against other parties to the Financing Commitments or the definitive agreements with respect thereto. Buyer shall promptly (which shall be no later than 48 hours) deliver to Sellers copies of any such amendment, modification, supplement, or replacement. (c) In the event that (i) all or any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Commitments (including after giving effect to applicable “market flex” provisions) and (ii) Seller Group or ▇▇▇▇▇▇ Real Estate has not failed to deliver the Required Information that is Compliant, Buyer shall use Commercially Reasonable Efforts to arrange and obtain alternative financing (“Alternative Financing”) from alternative sources in an amount, together with any cash on hand of Buyer and other available funds, sufficient to pay the Required Amount or otherwise replace the unavailable portion of the Financing promptly following the Financing becoming unavailable; provided, however, that in no event shall such Alternative Financing be subject to any new or additional conditions or other contingencies to the receipt or funding of the alternate financing, as compared to the conditions or other contingencies to the receipt or funding of the Financing under the Financing Commitments as in existence as of the date of this Agreement unless approved in writing by Parent (which may be withheld in Parent’s sole discretion) or otherwise have conditions to funding that are less favorable to Buyer than those conditions contained in the Financing Commitments. Buyer shall provide Parent with a copy of commitment letters and fee letters (including a true, correct and complete copy of all “market flex” terms and conditions, but the fee letter may be redacted in a customary manner to remove economic terms, and other customarily redacted provisions set forth therein) for any Alternative Financing for its review prior to the execution thereof and of fully executed copies as promptly as practicable following the execution thereof. In the event that any Alternative Financing is obtained in accordance with this Section 6.4(c), references in this Agreement to the Financing shall be deemed to refer to such Alternative Financing (in lieu of the Financing replaced thereby), and if one or more commitment letters, fee letters or definitive financing agreements are entered into or proposed to be entered into in connection with such Alternative Financing, references in this Agreement to the Financing Commitments and definitive financing agreements in respect of the Financing shall be deemed to refer to such commitment letters, fee letters and definitive financing agreements relating to such Alternative Financing, and all obligations of Buyer pursuant to this Section 6.4(c) shall be applicable thereto to the same extent as Buyer’s obligations with respect to the Financing replaced thereby. Buyer shall promptly (which shall be no less favorable taken later than 48 hours after receipt) provide to Parent copies of all documents relating to the Alternative Financing reasonably requested by the Parent. (d) Parent hereby Consents to the limited use of all of the Acquired Companies’ logos solely in connection with obtaining the Financing; provided, that such logos shall be used solely in a manner that is not intended or reasonably likely to harm, disparage or otherwise adversely affect the Seller Group, ▇▇▇▇▇▇ Real Estate, the Total Care Entities, the Acquired Companies, the Business, the Total Care Business or the Real Estate Business or their reputation or goodwill. Each of Parent, the Total Care Entities and ▇▇▇▇▇▇ Real Estate agrees, subject to Section 6.4(a), to and to cause each of the Acquired Companies and their respective subsidiaries to, use Commercially Reasonable Efforts to provide, and cause their respective Representatives to use their respective Commercially Reasonable Efforts, all at the sole cost and expense of Buyer (including the fees and expenses of the Advisors of the Seller Group, ▇▇▇▇▇▇ Real Estate and the Total Care Entities for services rendered in connection with the Financing), to provide such assistance as is reasonably requested by Buyer or its Representatives to arrange the Financing, which such Commercially Reasonable Efforts shall include: (i) assisting Buyer in its preparation for, and reasonable and customary participation in, the marketing or syndication efforts related to the Financing, including (a) participating in a whole reasonable number of meetings or calls and due diligence sessions with the Financing Sources, in each case upon reasonable advance notice and at mutually agreeable dates, times and locations and (b) reasonably promptly furnishing due diligence information of the Acquired Companies, ▇▇▇▇▇▇ Real Estate and the Total Care Entities, as applicable, that is readily available and reasonably requested by the Financing Sources in connection with any marketing materials relating to the Financing; (ii) delivery to Buyer and the Financing Sources as promptly as reasonably practicable (and no later than those previously the five (5) Business Days prior to the applicable Closing Date) of the Debt Financing Deliverables; (iii) reasonably promptly, furnishing Buyer and the Financing Sources with the Required Information and reasonably cooperating with updating and correcting any Required Information to ensure it remains Compliant; (iv) requesting and facilitating the cooperation of the independent auditors of the Acquired Companies, the Total Care Entities and ▇▇▇▇▇▇ Real Estate with the Financing Sources consistent with their customary practice, including by requesting their participation in a reasonable number of drafting sessions, in each case upon reasonable advance notice and at mutually agreeable dates, times and locations, providing customary “comfort letters” (including the completion of customary procedures necessary to provide, and providing, customary negative assurance comfort with respect to periods following the end of the latest fiscal year or fiscal quarter for which historical financial statements are included in any Financing Document) in form and substance customary for high yield debt securities offerings or common equity securities offerings registered with the Securities and Exchange Commission, as the case may be, providing any necessary consents and customary assistance with the due diligence activities of Buyer and the Financing Sources (including by participating in a reasonable number of accounting due diligence sessions), and providing customary consents to the inclusion of audit reports in any relevant marketing materials, registration statements and related government filings; (v) (A) providing all customary information regarding the Business, the Total Care Business, the Real Estate Business, the Total Care Entities, the Acquired Companies and ▇▇▇▇▇▇ Real Estate as may be reasonably requested by Buyer or the Financing Sources and that Buyer and the Financing Sources will use in (1) the syndication documents and materials, including bank information memoranda for the Financing; (2) offering memoranda, prospectuses or other marketing materials related to the Financing (collectively, the “Financing Documents”); and (3) materials for rating agency presentations relating to the Financing and (B) participating (including by making members of senior management, representatives and advisors of the Parent with appropriate seniority and expertise available to participate) in a reasonable number of lender marketing calls and meetings and a reasonable number of due diligence sessions, presentations, and “road shows” with prospective lenders, investors and rating agencies with respect to the Business, the Total Care Business, the Real Estate Business, the Total Care Entities, the Acquired Companies and ▇▇▇▇▇▇ Real Estate in connection with the Financing at mutually agreeable dates, times and locations; and (vi) executing and delivering (A) customary authorization and representation letters (provided that such authorization and representation letters contain customary exculpation provisions and contain no representations and warranties other than as set forth in the Proposal Letters Debt Commitment Letter) and (B) as of (but not effective before) the applicable Closing, definitive financing documents to the extent reasonably requested by Buyer, including CFO certificates, solvency certificates, closing certificates, and other customary closing documents, in each case to the extent reasonably requested by Buyer. (e) Notwithstanding anything to the contrary contained in Section 6.4(d), (1) nothing in Section 6.4(d) shall require any such cooperation to the extent that it would (A) require the Seller Group, any Acquired Company, ▇▇▇▇▇▇ Real Estate, the Total Care Entities (or any replacement letters. ADI equity owner of the Total Care Entities) or any of their respective Representatives, as applicable, to (w) waive or amend any terms of this Agreement, (x) agree to pay any commitment or other fees or reimburse any expenses prior to the First Closing Date or Second Closing Date, as applicable, or incur any Liability or give any indemnities with respect to the First Closing Acquired Companies, the real property sold in connection with the Real Estate Transactions at the First Closing and the Total Care Entities sold at the First Closing, which are effective prior to the First Closing, and with respect to the Second Closing Acquired Companies, the real property sold in connection with the Real Estate Transactions at the Second Closing and the Total Care Entities sold at the Second Closing, which are effective prior to the Second Closing, (y) commit to take any similar action that is not contingent upon the applicable Closing occurring, or (z) adopt or approve resolutions or Consents to authorize the execution of any documents for the Financing other than resolutions or Consents to become effective immediately prior to the applicable Closing or thereafter; (B) unreasonably interfere with the ongoing business or operations of the Acquired Companies, the Total Care Entities or ▇▇▇▇▇▇ Real Estate or conflict with the other limitations set forth in Section 6.4(a); (C) require the Seller Group, ▇▇▇▇▇▇ Real Estate, the Total Care Entities, or any of their respective Affiliates or Representatives to disclose information subject to any attorney-client, attorney work product or other legal privilege (provided, that such Persons shall use its best efforts Commercially Reasonable Efforts to satisfy at allow the disclosure of such information (or before the Closing all conditions as much of it as reasonably possible) in a manner that does not result in a loss of attorney client (or other legal) privilege); (D) cause any condition to the transactions constituting applicable Closing set forth in ARTICLE VII or the Financing and applicable closing set forth in either the Real Estate Purchase Agreement or the Insurance Purchase Agreement to its drawing down not be satisfied; (E) cause any covenant, representation or warranty in this Agreement, the cash proceeds thereunder.Real Estate Purchase Agreement or the Insurance Purchase Agreement to be breached by Parent, the Seller Group, the Acquired Companies, the Total Care Entities, ▇▇▇▇▇▇ Real Estate or any of their respective Affiliates; (F) require the Acquired Companies, ▇▇▇▇▇▇ Real Estate or the Total Care Entiti

Financing. (a) ADI shall deliver Buyer will use reasonable best efforts to Artistic take, or cause to be taken, all actions and do, or cause to be done, as promptly as possible, all things necessary, proper or advisable to arrange and obtain the Financing on the terms and conditions described in the Commitment Letters, including, as promptly as possible: (i) satisfying, or before causing to be satisfied, on a timely basis all conditions to Buyer obtaining the date Financing set forth therein (which shall be including the payment of any fees required as a condition to the Debt Financing); (ii) negotiating and entering into definitive agreements with respect to the Debt Financing on the terms and conditions contemplated by the Debt Commitment Letter that are not less favorable, taken as a whole, to Buyer, so that the agreements are in effect no later than five Business Days after it has been cleared by the Securities Closing Date; provided, however, that this clause (ii) will not prohibit Buyer from agreeing to terms that are less favorable to Buyer if such terms would be permitted in an amendment to the Debt Commitment Letter entered in accordance with Section 5.23(b); (iii) maintaining in effect the Commitment Letters through the consummation of the Closing; (iv) complying with its obligations under the Commitment Letters; (v) enforcing its rights under the Commitment Letters and Exchange Commission the definitive agreements with respect to the Debt Financing; and (it being understood that Artistic will notify ADI of such clearance promptly)vi) (consummating the "Mailing Date") on which Financing or causing the Proxy Statement (as defined in the Merger Agreement) is scheduled Financing to be mailed consummated at or prior to Closing (which, for the stockholders avoidance of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such timedoubt, will include agreeing to consummate the Debt Financing even if any flex rights are exercised to their maximum extent). (b) In Buyer will not permit any assignment of the event that all Commitment Letters, or any portion amendment or modification to be made to, or any waiver of any provision or remedy under, the Commitment Letter, in each case without obtaining UPS’s prior written consent; provided that the Debt Commitment Letter may be assigned to additional arrangers and bookrunners (and their lending affiliates) and may be amended or amended and restated to add such other arrangers, bookrunners and/or affiliates as parties, in accordance with the terms of the Debt Commitment Letter. In addition to the foregoing, Buyer will not release or consent to the termination of the Debt Commitment Letter or of any Debt Financing provided for Source in accordance with the Proposal Letters has become unavailable at or terms of the Debt Commitment Letter prior to the Mailing Date, regardless of fault, ADI shall deliver first to Artistic within 10 Business Days occur of the Mailing Date, proposal, commitment or similar letters from others providing for Closing and the financing necessary for the consummation expiration of the transactions contemplated herebyDebt Commitment Letter in accordance with its terms, on except (i) for replacements of the Debt Commitment Letter with alternative financing in accordance with Section 5.23(c) or (ii) with UPS’s prior written consent; provided that the foregoing will not restrict the automatic reduction of the Debt Commitment Letter in accordance with its terms, and subject $300,000,000 of commitments under the Debt Commitment Letter may be cancelled without UPS’s prior written consent, so long as Buyer’s representations and warranties in Section 4.5(g) continue to terms remain true and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Lettersaccurate. (c) During the period from the Mailing Date through the Closing Date, in In the event that all or any portion of the Debt Financing provided for becomes unavailable on the terms and conditions contemplated by the Debt Commitment Letter (including the flex provisions), (i) Buyer will promptly notify UPS, and (ii) Buyer will use its reasonable best efforts to arrange and obtain any such portion from the same or alternative sources, in an amount sufficient to enable Buyer to consummate the Closing in accordance with the terms of this Agreement, that does not impose any conditions or contingencies that would be reasonably expected to prevent or delay the Closing or contain any terms that would reasonably be expected to prevent, delay or impair the ability of Buyer to obtain the Debt Financing or consummate the Closing, as compared to the conditions and other terms set forth in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days Debt Commitment Letter as of the date that hereof (as amended in accordance with Section 5.23(b)), taking into account any flex provisions thereof as promptly as practicable following the occurrence of such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation event. In furtherance of the transactions contemplated herebyprovisions of this Section 5.23, on the Debt Commitment Letter may be amended, restated, supplemented or otherwise modified or superseded at the option of Buyer after the date of this Agreement but prior to the Closing by instruments (the “New or Amended Debt Commitment Letter”) that either amend, amend and subject restate, or replace the existing Debt Commitment Letter or contemplate co-investment by or financing from one or more other or additional parties (the “New Debt Financing Sources”); provided, that the terms of the New or Amended Debt Commitment Letter will not (A) expand upon the conditions precedent to terms and the Debt Financing as set forth in the existing Debt Commitment Letter (unless such expansion results in conditions no less favorable to ADI that are in the aggregate than provided for substantially equivalent to, or more favorable to the Buyer than, the conditions in the Proposal LettersDebt Commitment Letter, in the reasonable judgment of UPS), (B) reasonably be expected to materially delay or hinder the Closing or (C) reduce the aggregate amount of available Debt Financing. ADI shall keep Artistic promptly informed of all material developments with respect In such event, (1) the term Debt Commitment Letter as used in this Agreement will be deemed to include the Debt Commitment Letter that are not so superseded at the time in question and the New or Amended Debt Commitment Letter to the Financingextent then in effect, (2) the term Debt Financing as used in this Agreement will be deemed to include the debt financing contemplated by any such New or Amended Debt Commitment Letter, and (3) the term Debt Financing Sources as used in this Agreement will be deemed to include the New Debt Financing Sources. (d) ADI intends Prior to the Closing, the Sellers shall, and shall cause the Acquired Companies to, use their reasonable best efforts to, and will cause their respective representatives and Subsidiaries to use their reasonable best efforts to, provide cooperation in connection with the arrangement of any debt and/or equity financing by Buyer (including the Debt Financing and the Equity Financing) and with causing the conditions to the Financing or any other financing proposed to be obtained by Buyer to be satisfied or as is otherwise reasonably requested by Buyer and at Buyer’s sole cost and expense; which cooperation shall include using reasonable best efforts to: (i) participate (which shall be limited to teleconference or virtual meeting platforms) in a reasonable number of meetings, presentations, road shows, due diligence sessions, drafting sessions and rating agency meetings, in each case, upon reasonable advance notice, during normal business hours and at mutually agreed times; (ii) provide reasonable and customary assistance to Buyer in its preparation of customary rating agency presentations, customary bank information memoranda and offering memoranda, customary prospectuses and similar documents (including, for the avoidance of doubt, providing to Buyer information reasonably requested for purposes of preparing required historical or pro forma financial information based on financial information and data derived from the Seller Entities (solely as it relates to the Business) and the Acquired Companies’ books and records) reasonably and customarily required in connection with the equity and/or debt financing (including the Debt Financing), in each case, solely with respect to information relating to the Acquired Companies or the Business; (iii) ensure that an officer of the applicable Acquired Companies executes prior to the Closing customary “authorization” letters in connection with bank information memoranda authorizing the distribution of information to prospective lenders; provided, however, that all such materials have been previously identified to, and provided to, the Acquired Companies and the Seller Entities (solely as it relates to the Business) with reasonable advance notice and that the terms Acquired Companies and conditions UPS have been given an opportunity to review and comment on such materials and exclude any information that the Acquired Companies or the Seller believes to constitute material non-public information; (iv) deliver at least five (5) Business Days prior to the Closing Date information and documentation related to the Acquired Companies or the Business required and reasonably requested in writing by Buyer at least ten (10) Business Days prior to the Closing Date with respect to compliance under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (v) make available, on a customary and reasonable basis and upon reasonable notice, appropriate personnel of Sellers and their Affiliates; (vi) as promptly as reasonably practicable (A) furnish Buyer with the Required Financial Information and (B) following the delivery of the Required Financial Information, inform Buyer if, to Seller or the Acquired Companies’ knowledge, the chief executive officer, chief financial officer, treasurer, controller or comparable officer of the Acquired Companies shall have knowledge of any facts as a result of which a restatement of any financial statements (or portion thereof) included in the Required Financial Information is reasonably probable or required in order for such financial statements (or portion thereof) to comply with GAAP; (vii) solely with respect to financial information and data derived from the Seller Entities’ and the Acquired Companies’ books and records relating to the Acquired Companies or the Business, provide reasonable and customary assistance to Buyer with the preparation of pro forma financial information and pro forma financial statements to the extent reasonably requested by Buyer or the Debt Financing Sources and customary to be included in any marketing materials or offering documents or of the type required by the Debt Commitment Letter or equity offering relating to the transactions contemplated by this Agreement (provided that the Acquired Companies or their Affiliates shall not be responsible for the preparation of any pro forma financial statements or pro forma adjustments thereto); (viii) request and facilitate their independent auditors to (A) provide, consistent with customary practice, customary accountant’s comfort letters (including “negative assurance” comfort and change period comfort), together with drafts of such comfort letters that such independent auditors are prepared to deliver upon the “pricing” of any bonds being issued in connection with the Debt Financing or equity being issued in any equity offering relating to the transactions contemplated by this Agreement, and consents from the Acquired Companies’ independent auditors with respect to financial information regarding the Acquired Companies or the Business, (B) provide reasonable assistance to the Buyer in connection with Buyer’s preparation of pro forma financial statements and pro forma financial information (it being agreed that the Acquired Companies or their Affiliates will not be required to provide any information or assistance relating to (I) the proposed aggregate amount of debt and equity financing, together with assumed interest rates, dividends (if any) and fees and expenses relating to the incurrence of such debt or equity financing, (II) any post-Closing or pro forma cost savings, synergies, capitalization or ownership desired to be incorporated into any information used in connection with the Debt Financing or (III) any financial information related to Buyer or any of its Subsidiaries) and (C) attend a reasonable and customary number of accounting due diligence sessions and drafting sessions, which sessions shall be telephonic or held by videoconference and held at reasonable and mutually agreed times; (ix) assist Buyer in its preparation of, and facilitate execution and delivery as of but not prior to the Closing of, definitive financing documents (including any guarantee, pledge and security documents, supplemental indentures, commodity, currency or interest rate or other reasonable hedging arrangement, other definitive financing documents or other certificates or documents as may be reasonably requested by Buyer or the Debt Financing Sources and the schedules and exhibits thereto), it being understood that the effectiveness of such documents shall be conditioned upon the occurrence of the Closing; (x) facilitate the taking, no less favorable taken as a whole earlier than those previously the Closing, of customary corporate approvals, reasonably requested by Buyer to permit the consummation of the Debt Financing; and (xi) cooperate in satisfying the conditions precedent set forth in the Proposal Letters Debt Commitment Letter as in effect as of the date hereof or any replacement letters. ADI shall use definitive document relating to the Debt Financing with conditions precedent substantially the same as those set forth in the Debt Commitment Letter as in effect as of the date hereof to the extent the satisfaction of such condition requires the cooperation of, or is within the control of, the Sellers or the Acquired Companies; provided, however, that such cooperation does not: (i) require (A) the entry by any Seller or any of its best efforts to satisfy at Affiliates (other than the Acquired Companies) into any Contract (whether or before not conditioned on the Closing), (B) the entry by any Acquired Company into any Contract (other than the authorization letter contemplated by Section 5.23(d)(iii)) the effectiveness of which is, or any of the Acquired Companies’ obligations thereunder are, not conditioned on the Closing all conditions or (C) any Acquired Company or its pre-Closing directors, officers, managers, general partners or employees to execute, deliver or enter into, or perform any Contract, document or instrument with respect to the transactions constituting Debt Financing (other than instruments to be delivered to their independent auditors to facilitate delivery of a customary comfort letter); (ii) interfere with the normal operations of the Business or the Retained Businesses; (iii) include any actions that any Acquired Company or Seller reasonably believes would (A) result in a violation of any Contract or any Law, or the loss of any legal or other privilege or (B) cause any representation, warranty, covenant or other obligation in this Agreement to be breached or any condition set forth in Article VI to fail to be satisfied; (iv) involve consenting to the pre-filing of UCC-1s or any other grant of Liens that result in (A) UPS or any of its Affiliates (other than any Acquired Company) being responsible to any third parties for any representations or warranties (whether prior to, on or after the Closing Date) or (B) any Acquired Company being responsible to any third parties for any representations or warranties prior to the Closing; (v) require the giving of representations or warranties to any third parties or the indemnification thereof (except as provided above in clause (i)(C)); (vi) require the waiver or amendment of any terms of this Agreement or the payment of any fees or reimbursement of any expenses prior to the Closing for which any Seller or Acquired Company has not received prior reimbursement or is not otherwise indemnified by Buyer; (vii) cause any director, officer or employee of any Acquired Company or any of their respective Affiliates to incur any personal liability (including that none of the board of directors, or analogous body, of any Acquired Company will be required to enter into any resolutions or take any similar action approving the Financing until the Closing has occurred); (viii) require any Acquired Company or any of their respective Affiliates to prepare any pro forma financial statements, with it being further understood that Buyer (and not any Acquired Company or any of their respective Affiliates) will be responsible for the preparation of any pro forma financial statements for any debt or equity financing (including the Debt Financing), including the preparation of any pro forma calculations, any post-Closing or other pro forma cost savings synergies, capitalization, ownership or other pro forma adjustments that may be included therein; (ix) require the delivery of any financial statements in a form or subject to its drawing down a standard different than the cash proceeds thereunder.Required Financial Information; or (x) require delivery of any legal opinions. Buyer agrees that the effectiveness of any documents executed by or on behalf of any Acquired Company in connection with the Financing will be subject to, and will not be effective until, the Closing, and that in no event

Financing. (a) ADI Buyers shall deliver use reasonable efforts to Artistic obtain the Financing on the terms and subject to the conditions described in the Debt Commitment Letter, including using reasonable efforts to: (i) maintain in effect the Debt Commitment Letter and negotiate in good faith and enter into definitive agreements with respect to the Financing (A) on the terms and subject to the conditions reflected in the Debt Commitment Letter or before (B) on other terms that are acceptable in good faith to Buyers, provided that such terms do not contain any conditions to funding that are not set forth in the Debt Commitment Letter and otherwise would not reasonably be expected to delay the Closing in any material respect; (ii) comply on a timely basis with all covenants, and satisfy on a timely basis all conditions, required to be complied with or satisfied by Buyers in the Debt Commitment Letter and in such definitive financing agreements; (iii) cause the Financing to be consummated at such time or from time to time as is necessary for Buyers to satisfy its obligations under this Agreement; (iv) pay in a timely manner any and all commitment or other fees that become payable by Buyers under the Debt Commitment Letter following the date (which shall be no later than five Business Days after it has been cleared by the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed hereof, to the stockholders extent that the failure to pay such fees would reasonably be expected to adversely impact the availability of Artistic true the financing thereunder; (v) obtain rating agency approvals to the extent required to obtain the Financing; and correct copies of each Proposal (vi) enforce its rights under the Debt Commitment Letter which or the definitive financing agreements, as applicable; provided, however, that, notwithstanding anything to the contrary contained herein, (1) Buyers shall be in full force and effect at such time. (b) In have the event that right to substitute other debt or equity financing for all or any portion of the Financing provided for from the same or alternative financing sources so long as such substitute financing is subject to funding conditions that are not materially less favorable to Buyers than the funding conditions set forth in the Proposal Letters has become unavailable Debt Commitment Letter and so long as such substitute financing would not reasonably be expected to delay the Closing in any material respect and (2) Buyers shall not be required to, and Buyers shall not be required to cause any other Person to, commence, participate in, pursue or defend any suit, action or proceeding against or involving any of the Persons that have committed to provide any portion of, or otherwise with respect to, the Financing. In the event any alternative or substitute financing is obtained by Buyers in accordance with the terms of this Section 7.8(a) (the “Alternative Financing”), references herein to the Financing (including, for avoidance of doubt, the references in this Section 7.8, but excluding references in Section 6.4 shall be deemed to refer to the Alternative Financing, and if a new financing commitment letter is entered into in connection with such Alternative Financing (the “New Commitment Letter”), references herein to the Debt Commitment Letter (including, for avoidance of doubt, the references in this Section 7.8, but excluding the references in Section 6.4) shall be deemed to refer to the New Commitment Letter. Buyers will provide the Company with a copy of any New Commitment Letter obtained by Buyers in connection with an Alternative Financing as promptly as practicable after the execution thereof. (b) Buyers shall keep Sellers reasonably informed with respect to all material activity concerning the status of the Financing, including the status of Buyers’ efforts to comply with its covenants under, and satisfy the conditions contemplated by, the Debt Commitment Letter and shall give Sellers prompt notice of any event or change that Buyers determine will materially and adversely affect the ability of Buyers to consummate the Financing. Without limiting the foregoing, Buyers agree to notify Sellers promptly, and in any event within two Business Days, if at any time: (i) the Debt Commitment Letter shall expire or be terminated for any reason; (ii) any financing source that is a party to the Debt Commitment Letter notifies Buyers that such source no longer intends to provide financing to Buyers on the terms set forth in the Debt Commitment Letter; or (iii) Buyers otherwise determine that Buyers are unlikely timely to receive the Financing. Buyers shall not, without the prior written consent of Sellers’ Representative (which consent shall not be unreasonably withheld or delayed), amend the Debt Commitment Letter or the definitive financing agreements, as applicable, in any manner (including by way of a side letter or other binding agreement, arrangement or understanding) that would: (A) expand in any material respect or amend in a manner materially adverse to Buyers the conditions to the obligations of the lenders to make the Financing available set forth in the Debt Commitment Letter; (B) prevent or materially impair or delay the Closing; (C) subject to Buyers’ ability to obtain substitute financing set forth in Section 7.8(a), reduce the aggregate amount of financing set forth in the Debt Commitment Letter to an amount below the amount needed (in combination with all funds held by or otherwise available to Buyers) to consummate the transactions contemplated by this Agreement; or (D) materially and adversely impact the ability of Buyers to enforce their rights against the other parties to the Debt Commitment Letter or the definitive financing agreements, as applicable. Buyers shall deliver to the Sellers’ Representative a copy of the definitive financing agreements a promptly as practicable, and in any event no later than one Business Day after the execution and delivery thereof. Buyers shall provide to the Sellers’ Representative a copy of the then-current draft of the definitive financing agreements not later than two Business Days prior to the Mailing Closing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During Notwithstanding any other provision of this Agreement, Buyers acknowledge and agree that the period from availability of funding (Financing or otherwise) is not a condition precedent (under Article IX or otherwise) to its obligations to close the Mailing Date through the Closing Date, in the event that all or any portion transactions contemplated by this Agreement. Any failure of the Financing provided for described in the Proposal Letters becomes unavailable, regardless Debt Commitment Letter shall in no way alter the representation of fault, ADI shall deliver Buyers set forth in Section 6.4 that it has sufficient funds available to Artistic within 30 days fully fund all of the date its obligations under this Agreement or its agreement that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation availability of funding is not a condition precedent to its obligations to close the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financingby this Agreement. (d) ADI intends that the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunder.

Financing. (a) ADI Purchaser shall deliver use its best efforts to Artistic take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange, obtain and consummate the Debt Financing on the terms and conditions described in the Debt Commitment Letter on or before the date (which shall be no later than five Business Days after it has been cleared by the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed prior to the stockholders of Artistic true and correct copies of each Proposal Letter which Closing Date for the purpose of, among other things, funding the Purchase Price. Such actions shall be include: (i) maintaining in full force and effect and in all material respects the Debt Commitment Letter in the form provided to Seller concurrently with the execution of this Agreement, (ii) satisfying on a timely basis all of the conditions precedent and covenants to the Debt Financing applicable to Purchaser that are to be *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. satisfied by Purchaser, (iii) negotiating, executing and delivering definitive documents (“Debt Financing Documents”) that reflect in all material respects the terms contained in the Debt Commitment Letter (including, as necessary, agreeing to any requested changes to the commitments thereunder in accordance with any “flex” provisions contained in the Debt Commitment Letter or any related fee letter), in each case which terms shall not in any material respect expand on the conditions to the funding of the Debt Financing Proceeds at the Closing or reduce the aggregate amount of the Debt Financing Proceeds available to be funded on the Closing Date, (iv) drawing such timeamount of the Debt Financing Proceeds as is necessary to satisfy Purchaser’s obligations under this Agreement and (v) fully enforcing its rights under the Debt Commitment Letter and the Debt Financing Documents in order to consummate the Debt Financing at or prior to the Closing. Without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed), Purchaser shall not permit or consent to any amendment, supplement or modification to be made to the Debt Commitment Letter if such amendment, supplement or modification imposes new or additional conditions to the initial funding or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing, or otherwise expands, amends or modifies any other provision of the Debt Commitment Letter, in a manner that would reasonably be expected to delay or prevent or make less likely the funding of the Debt Financing (or satisfaction of the conditions to the Debt Financing) on the Closing Date, provided that Purchaser may (1) amend the Debt Commitment Letter to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities, (2) implement or exercise the “flex” provisions contained in one or more fee letters related to the Debt Financing and (3) reduce the Debt Financing on a dollar for dollar basis upon receipt of the proceeds of an offering of debt or equity securities (an “Equity Issuance”) on or after the date hereof. Purchaser acknowledges and agrees that its obligations to consummate the transactions contemplated by this Agreement are not conditioned or contingent upon receipt of the Debt Financing Proceeds and a failure of the Closing to occur because Purchaser has not received the Debt Financing Proceeds shall constitute a material breach of this Agreement by Purchaser. Purchaser shall keep Seller fully informed, in all reasonable detail, of the status of its efforts to arrange the Debt Financing and shall, from the date hereof until the Closing Date, promptly notify Seller of the receipt by Purchaser of any written notice or other written communication from any Debt Financing Source with respect to any actual, threatened or alleged material breach, default, termination or repudiation by any party to any Debt Commitment Letter or any Debt Financing Document or any material provision of the Debt Financing contemplated pursuant to the Debt Commitment Letter or the Debt Financing Documents, provided that in no event will Purchaser be under any obligation to disclose any information shared among Purchaser and its professional advisors in connection with matters contemplated by this sentence that is subject to attorney-client or similar legal privilege. Purchaser shall promptly provide Seller, upon reasonable request, with copies of any Debt Financing Documents and such other information and documentation regarding the Debt Financing as shall be reasonably necessary to allow Seller to monitor the progress of such financing activities. Upon request, Purchaser shall provide Seller with written updates concerning the status of any Equity Issuance, including whether DHX intends to proceed with an Equity Issuance to raise part of the Purchase Price. (b) In the event that all of any notification or any portion of the Financing provided for in the Proposal Letters has become unavailable at or prior to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date, in the event that all or any portion of the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financing. (d) ADI intends communication that the Debt Financing will not be available to Purchaser in accordance with the terms and conditions of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI hereof, Purchaser shall use its best efforts to satisfy take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange for and obtain as promptly as practicable *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. following the occurrence of any such Financing Failure Event alternative debt financing (the “Alternative Financing”) on commercially reasonable terms, whether or not such terms are more or less favorable to Purchaser than the terms of the Debt Commitment Letter, in an amount sufficient to consummate the transactions contemplated hereby and perform all of their obligations hereunder, it being understood and agreed that if Purchaser proceeds with any Alternative Financing, Purchaser shall be subject to the same obligations with respect to such Alternative Financing as set forth in this Agreement with respect to the Debt Financing. In the event that Alternative Financing is obtained, Purchaser shall promptly provide Seller with a copy of the new financing commitment that provides for such Alternative Financing (the “Alternative Financing Commitment Letter”). If applicable, any reference in this Agreement to “Debt Financing” shall include “Alternative Financing”, any reference to “Debt Commitment Letter” shall include the “Alternative Financing Commitment Letter” and any references to “Debt Financing Documents” shall include the definitive documentation relating to any such Alternative Financing. (c) From the date hereof and ending at or before the earlier of (i) the Closing all conditions Date and (ii) termination of this Agreement pursuant to Section 9.1, Seller shall cooperate and cause its officers, employees and advisors, including legal and accounting, to provide to Purchaser, at Purchaser’s sole expense, such reasonable cooperation in connection with the arrangement of the Debt Financing as may be reasonably requested by Purchaser; provided that Seller shall not be required to provide cooperation under this Section 6.10(c) that: (w) unreasonably interferes with the ongoing business of Seller or the Company; (x) causes any representation or warranty in this Agreement to be breached; (y) causes any closing condition set forth in Article VII to fail to be satisfied or otherwise causes the breach of this Agreement or any Contract to which Seller or the Company is a party; or (z) requires Seller or any of its directors, officers, managers or employees to execute, deliver or enter into, or perform any agreement, document or instrument, including any Debt Financing Document, with respect to the transactions Debt Financing that is not contingent upon the Closing or that would be effective prior to the Closing and the directors and managers of Seller shall not be required to adopt resolutions approving the agreements, documents and instruments pursuant to which the Debt Financing is obtained, in each case which are effective prior to the Closing. In no event shall Seller be in breach of this Agreement because of the failure to deliver any financial or other information that is not currently readily available to Seller on the date hereof or is not otherwise prepared in the ordinary course of business of Seller at the time requested by Purchaser or for the failure to obtain review of any financial or other information by its accountants. (d) In no event shall Seller be required to pay any commitment or similar fee or incur any Liability (including due to any act or omission by Seller or its respective agents, other than acts or omissions constituting gross negligence or willful misconduct) or expense in connection with assisting Purchaser in arranging the Debt Financing or as a result of any information provided by Seller or any of its Affiliates or agents in connection therewith. Purchaser shall, from and after the Closing or promptly after the termination of this Agreement pursuant to Section 9.1, (i) promptly upon request by Seller reimburse Seller for all documented out-of-pocket costs incurred in good faith by Seller in connection with such cooperation and (ii) indemnify and hold harmless Seller, and its drawing down Affiliates and agents from and against any and all Liabilities, Losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the cash proceeds thereunderarrangement of the Debt Financing or providing any of the information utilized in connection therewith, except to the extent of any of such Persons’ gross negligence or willful misconduct. *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. (e) To the extent that this Section 6.10 requires Seller’s cooperation with respect to any of Purchaser’s obligations under the Debt Commitment Letter or relating to the Debt Financing, Seller shall be deemed to have complied with this Section 6.10 for purposes of Article VII of this Agreement if Seller has provided Purchaser with the assistance required under this Section 6.10 with respect to the Debt Commitment Letter and the Debt Financing. Notwithstanding anything to the contrary, the condition set forth in Section 7.2(a), as it applies to Seller’s obligations under this Section 6.10, shall be deemed satisfied unless the Debt Financing has not been obtained primarily as a direct result of Seller’s breach of its obligations under this Section 6.10.

Financing. (a) ADI Buyer shall deliver use its reasonable best efforts to Artistic on or before the date (which shall be no later than five Business Days after it has been cleared by the Securities arrange and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such time. (b) In the event that all or any portion of obtain the Financing provided for in the Proposal Letters has become unavailable at or prior to the Mailing Dateon, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to to, the terms and conditions no less favorable to ADI set forth in the aggregate than provided for Commitment Letters, including using their reasonable best efforts to (i) maintain in effect the Commitment Letters in accordance with, and subject to, their respective terms, (ii) satisfy all conditions and covenants in the Proposal Letters. (c) During Commitment Letters that are a condition to the period from the Mailing Date through the Closing Datefunding thereof, in each case, in accordance with the event that all or any portion terms thereof, other than those conditions under this Agreement of which the Financing provided for in Buyer has the Proposal Letters becomes unavailablebenefit, regardless of fault, ADI shall deliver to Artistic within 30 days of (iii) enter into definitive agreements with respect thereto on the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI contemplated by the Commitment Letter and (iv) consummate the Financing at Closing in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financing. (d) ADI intends that accordance with, and subject to, the terms and conditions of the Financing Commitment Letter. Without the prior written approval of the Seller, Buyer shall not amend, alter or waive the Commitment Letter in any manner that would reasonably be no less favorable taken as expected to materially impair, materially delay or prevent the funding or financing described therein or the consummation of the Contemplated Transactions. During the period from the date of this Agreement until the Closing, Buyer will not, directly or indirectly, without the prior written consent of Seller, amend or modify the Loan Documents in a whole than those previously manner that includes material terms and conditions that are materially adverse to the Buyer and its Subsidiaries in comparison to the material terms and conditions set forth in the Proposal Letters Loan Documents, respectively, as of the date hereof (other than to the extent necessary to facilitate the Debt Financing in accordance with the Debt Commitment Letter). If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (other than due to the failure of a condition to the consummation of the Financing resulting from a breach of any representation, warranty, covenant or any replacement letters. ADI agreement of Seller set forth in this Agreement), Buyer shall use its their respective reasonable best efforts to satisfy at arrange and obtain alternative financing from alternative sources in an amount sufficient to consummate the Contemplated Transactions as promptly as practicable following the occurrence of such event on terms and conditions that are no less favorable to Seller than those set forth in the Commitment Letter, provided, that nothing in this Section 4.7 shall require Buyer to seek or before obtain equity financing from any person or persons other than the GTCR Investors. For the avoidance of doubt, Buyer’s reasonable best efforts in this Section 4.7 shall not require Buyer to seek or obtain financing on terms or conditions materially adverse or detrimental to Buyer as compared to those set forth in the Commitment. Notwithstanding the foregoing, Buyer acknowledges and agrees that the obtaining of the Financing, or any alternative financing, is not a condition to Closing all conditions and reaffirm their obligation to consummate the Contemplated Transactions irrespective and independently of the availability of the Financing or any alternative financing. Buyer shall give the Seller prompt written notice of any breach by any party to the transactions constituting Commitment Letter of which Buyer becomes aware or any termination of the Commitment Letter. Buyer shall keep the Seller informed on a reasonably current basis in reasonable detail of the status of Buyer’s efforts to arrange or obtain the Financing. Notwithstanding the foregoing, compliance by Buyer with this Section 4.7 shall not relieve Buyer of its obligations to consummate the Contemplated Transactions, whether or not the Financing and to its drawing down the cash proceeds thereunder(or any alternative financing) is available.

Financing. (a) ADI Purchaser shall deliver use its reasonable best efforts to Artistic take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to arrange and obtain the Purchaser Financing as promptly as practicable and, in any event, not later than the Closing Date, on the terms and conditions described in the Financing Commitments, including using its reasonable best efforts to (A) maintain in effect the Financing Commitments, (B) satisfy on a timely basis all conditions in the Financing Commitments and the Definitive Financing Agreements applicable to Purchaser obtaining the Debt Financing and applicable to Purchaser obtaining the Equity Financing, (C) negotiate and enter into definitive agreements with respect to the Debt Financing on terms and conditions described in or before contemplated by the Debt Financing Commitments (including any “flex” provisions contained therein) and definitive agreements with respect to the Equity Financing on terms and conditions described in or contemplated by the Equity Financing Commitments (all such definitive agreements, collectively, the “Definitive Financing Agreements”) and (D) cause the Debt Financing Sources and the sources of the Equity Financing to fund, or provide, as applicable, the Purchaser Financing at or prior to the Closing. Notwithstanding the immediately foregoing sentence, Purchaser shall obtain the Equity Financing contemplated by the Equity Financing Commitments upon satisfaction or waiver of the conditions to the Closing in Article VI (other than those conditions that by their nature will not be satisfied until the Closing). Purchaser shall not agree to or permit any termination, amendment, supplement or other modification of, or waive any of its rights under, any provision of the Financing Commitments or Definitive Financing Agreements in a manner that (w) would result in terms less favorable to Purchaser in the aggregate as those contained in the Debt Financing Commitments, (x) would add any conditions precedent or other contingencies related to the funding of such Debt Financing that are not contained in the Debt Financing Commitments in effect on the date hereof, (which shall y) would reasonably be no later than five Business Days after it has been cleared expected to prevent, materially impair or materially delay the consummation of such Debt Financing or the transactions contemplated by this Agreement or by the Securities Ancillary Agreements or (z) would add any contractual limitation that would adversely impact the ability of the Purchaser to enter into or perform its obligations under the Credit Support Agreement, in each case, without Seller’s prior written consent; provided that, it is understood and Exchange Commission agreed that the Financing Commitments and/or the Definitive Financing Agreements may be amended, supplemented or otherwise modified (it being understood that Artistic will notify ADI i) to correct immaterial typographical errors, (ii) to add agents or arrangers of such clearance promptly)the Debt Financing who had not executed the Debt Financing Commitments as of the date hereof or (iii) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed assign or reassign titles or roles to, or between or 69 among, any Debt Financing Sources party to the stockholders Debt Financing Commitments. Upon any amendment, supplement, modification or waiver of Artistic true the Financing Commitments or the Definitive Financing Agreements in accordance with this Section 5.16(a), (x) the terms “Financing Commitments”, “Debt Financing Commitments”, “Equity Financing Commitments” and correct copies of each Proposal Letter which “Definitive Financing Agreements” as used in this Agreement (including as used in any definition incorporating such terms) shall be mean such documents as so amended, supplemented, modified or waived and (y) the terms “Purchaser Financing”, “Debt Financing” and “Equity Financing” as used in full force this Agreement (including as used in any definition incorporating such terms) shall mean the financing contemplated by the Debt Financing Commitments and effect at such timethe Equity Financing Commitments, as applicable, as so amended, supplemented, modified or waived. (b) In the event that all or any portion of the Debt Financing provided becomes unavailable on the terms and conditions described in or contemplated by the Debt Financing Commitments (including any “flex” provisions contained therein) for any reason, (i) Purchaser shall promptly notify Seller in writing and (ii) Purchaser shall use its reasonable best efforts to arrange and obtain, as promptly as practicable following the occurrence of such event but no later than the Closing Date, alternative debt financing from the same or alternative sources of debt financing (the “Alternative Debt Financing”) in an amount no less than that of the Debt Financing, on conditions that (A) are not less favorable to Purchaser in the Proposal Letters has become unavailable at aggregate as those contained in the Debt Financing Commitments, (B) shall not include any conditions precedent or other contingencies related to the funding of such Alternative Debt Financing that are not contained in the Debt Financing Commitments in effect on the date hereof, (C) would not reasonably be expected to prevent, materially impair or materially delay the consummation of such Alternative Debt Financing or the transactions contemplated by this Agreement or by the Ancillary Agreements and (D) would add any contractual limitation that would adversely impact in any material respect the ability of the Purchaser to enter into or perform its obligations under the Credit Support Agreement, in each case, without Seller’s prior written consent; it being agreed that there shall be no obligation on Purchaser to pay any additional fees and/or obtain Alternative Debt Financing on materially worse terms than is contemplated by the Debt Financing as of the date hereof. The obligations under this Section 5.16 shall apply equally to any such Alternative Debt Financing (including any new financing commitment and any New Debt Financing Commitments (as defined below)). The new debt commitment letters and all related fee letters associated therewith, including all exhibits, schedules, annexes and amendments thereto entered into in connection with any Alternative Debt Financing are referred to as the “New Debt Financing Commitments”. Purchaser shall provide Seller with (x) true, accurate and complete copies of the New Debt Financing Commitments for any Alternative Debt Financing for its review prior to the Mailing Dateexecution thereof and (y) fully executed copies thereof as promptly as practicable following the execution thereof. In the event Purchaser enters into any such New Debt Financing Commitments, regardless of fault(I) any reference in this Agreement to the “Debt Financing” (including in any definition incorporating the term “Debt Financing”) shall mean and include the Alternative Debt Financing and the debt financing contemplated by the “Debt Financing Commitments” as such term is modified pursuant to the immediately succeeding clause (II), ADI and (II) any reference in this Agreement to the “Debt Financing Commitments” (including in any definition incorporating the term “Debt Financing Commitments”) shall deliver be deemed to Artistic within 10 Business Days of mean and include the Mailing Date, proposal, commitment or similar letters from others providing for Debt Financing Commitments to the financing necessary for extent not superseded by New Debt Financing Commitments at the consummation of time in question and any New Debt Financing Commitments to the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI extent then in the aggregate than provided for in the Proposal Letterseffect. (c) During Upon the period reasonable written request of Seller (including via email), Purchaser shall keep Seller informed in reasonable detail of the status of its efforts to arrange the Purchaser Financing and provide to Seller fully executed copies of the Definitive Financing Agreements as promptly as practicable following the execution thereof. Without limiting the generality of the foregoing, Purchaser shall give Seller prompt written notice (A) of any breach, default, repudiation, cancellation or termination of the Financing Commitments or the Definitive Financing Agreements by any party thereto of which Purchaser becomes aware, (B) of the receipt by Purchaser or its Affiliates of any notice or other communication from the Mailing Date through Debt Financing Sources or the Closing Datesources of the Equity Financing with respect to (x) any breach, default, repudiation, cancellation or termination of the Financing Commitments or the Definitive Financing Agreements by any party thereto or (y) any material dispute or disagreement between or among the parties to the Financing Commitments or the Definitive Financing Agreements that the Purchaser determines would reasonably be expected to affect the timely availability of, or the amount of the Purchaser Financing at Closing, and (C) if for any reason Purchaser or Purchaser Guarantor believes in the event good faith that it will not be able to obtain all or any portion of the Purchaser Financing provided for on the terms, in the Proposal Letters becomes unavailablemanner or from the sources contemplated by the Financing Commitments or the Definitive Financing Agreements. As soon as reasonably practicable, regardless Purchaser shall provide to Seller any additional information reasonably requested by Seller relating to any circumstance referred to in any of faultclause (A), ADI shall deliver to Artistic within 30 days (B) or (C) of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financingimmediately preceding sentence. (d) ADI intends From the date hereof to the Closing, Seller shall, at Purchaser’s sole expense, use its reasonable best efforts to cooperate with, and cause the Conveyed Companies and their respective management and employees to use their reasonable best efforts to cooperate with, to the extent permitted by applicable Law and to the extent reasonably requested by Purchaser and customary for financings of the type similar to the Debt Financing, Purchaser’s efforts to arrange and obtain the Debt Financing, including using its reasonable best efforts in (i) having management, with an appropriate level of seniority and expertise, participate at reasonable times (on reasonable advance notice) in a reasonable number of meetings, drafting sessions, presentations and rating agency and due diligence sessions that are customary for financings of the terms type similar to the Debt Financing, (ii) as promptly as reasonably practicable, furnishing Purchaser and the Debt Financing Sources with the Financing Information and, to the extent reasonably requested in writing by Purchaser and to the extent readily available, other historical financial and other pertinent information with respect to the business, operations and financial conditions of the Business and the Conveyed Companies necessary to consummate the Debt Financing (provided, in any event, that Purchaser shall be no less favorable taken solely responsible for the preparation, contents and determination of pro forma financial information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information), (iii) assisting Purchaser and the Debt Financing Sources in the preparation of bank information memoranda, lender presentations and other marketing documents and materials for any portion of the Debt Financing and executing customary authorization letters with respect to the foregoing for information related to the Business and the Conveyed Companies to the extent necessary to consummate the Debt Financing (provided, in each case of this clause (iii), that Purchaser shall be solely responsible for the preparation, contents and determination of pro forma financial information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information), (iv) cooperating with the marketing efforts of Purchaser and the Debt Financing Sources for any portion of the Debt Financing, (v) executing and delivering definitive financing documents, including credit agreements, guarantee and collateral documents and customary closing certificates and solvency certificates as may be required in connection with the Debt Financing and other customary documents, in each case, as may be reasonably requested by Purchaser or the Debt Financing Sources and necessary to consummate the Debt Financing and that are not effective until as of, or after, the Closing ((it being understood and agreed that any such execution and delivery will only be required of the officers and directors of the Conveyed Companies who retain their respective positions as of, and after, the Closing), (vi) to the extent timely requested and necessary to consummate the Debt Financing, facilitating, effective as of the Closing Date, the granting of a whole security interest (and perfection thereof) in collateral and the release of any applicable liens, including setting up deposit or securities account and entering into related control agreements, (vii) if reasonably requested in writing by Purchaser at least ten (10) Business Days prior to Closing, providing Purchaser at least five (5) Business Days prior to Closing all documentation and other information with respect to the Conveyed Companies and their respective Affiliates that the Debt Financing Sources have determined is required by regulatory authorities in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and (viii) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Purchaser and necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available on the Closing Date (it being understood and agreed that any such action will only be required of the directors of the Conveyed Companies who retain their respective positions as directors as of, and after, the Closing to the extent the relevant corporate action is valid solely with such directors); provided that (A) nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of Seller or the Conveyed Companies or any of their Affiliates (it being agreed that the incurrence of the Debt Financing substantially concurrently with the Closing in accordance with the Debt Financing Commitments as in effect as of the date hereof, or as amended, modified or supplemented in accordance with the terms herewith, shall be deemed to not so interfere) and (B) Purchaser shall be solely responsible for the preparation of pro forma financial statements after receiving the relevant inputs thereto; and provided, further, that neither Seller, the Conveyed Companies nor any of their Affiliates shall (1) be required to pay any commitment or other similar fee (other than those previously for reasonable and documented out-of-pocket costs and expenses that are reimbursed by Purchaser as provided below in this Section 5.16(d)), (2) have or incur any actual or potential Liability or obligation (including any obligation to provide any indemnity) under any binding agreement or commitment or otherwise, unless and until, in the case of the Conveyed Companies only, substantially concurrently with the Closing (other than Liability with respect to the customary authorization letters specified in clause (iii)(y) above), or (3) be required to take any action that may (x) conflict with or violate the organizational documents of the Conveyed Companies, Seller or any of their Affiliates or any Laws, (y) result in any officer, director or employee of the Conveyed Companies, Seller or any of their Affiliates incurring any personal Liability or (z) result in the contravention of, or that would reasonably be expected to result in a violation or breach of, or a default under, any material Contract to which the Conveyed Companies, Seller or any of their Affiliates is a party (in each case, to the extent such Contract is not entered into contemplation of the qualification set forth in this clause (z)). For the Proposal Letters avoidance of doubt, (I) neither Seller nor its Affiliates or their respective officers, directors or employees (other than such officers, directors or employees that will be retaining their respective positions as of, and after, the Closing) shall be required to execute or enter into or perform any agreement with respect to the Debt Financing that is not contingent upon the Closing or that would be effective prior to the Closing (other than the customary authorization letters specified in clause (iii)(y) above), (II) no directors, officers or employees of Seller or any replacement letters. ADI of its Affiliates (in each case, other than those of any Conveyed Company that will be retaining their respective positions at such Conveyed Company as of, and after, the Closing) shall use its best efforts be required to satisfy at approve, adopt, execute or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunder.enter into or perform any a

Financing. (a) ADI GETCO shall deliver use its reasonable best efforts to Artistic on take, or before cause to be taken, all actions and to do, or cause to be done, all things necessary to arrange and obtain the date proceeds of the Financing (which shall be no later than five Business Days after it has been cleared by including, if necessary to consummate the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) (transactions contemplated hereby, the "Mailing Date"“bridge” loans contemplated in the Debt Commitment Letter) on which the Proxy Statement (as defined terms and conditions set forth in the Merger AgreementFinancing Letters (or on terms more favorable in the aggregate to GETCO), including the execution and delivery of all such instruments and documents as may be reasonably required thereunder. Without limiting the generality of the foregoing, GETCO shall: (i) is scheduled use its reasonable best efforts to be mailed to the stockholders of Artistic true and correct copies of each Proposal Letter which shall be maintain in full force and effect at the Financing Letters in accordance with the terms and subject to the conditions set forth therein; (ii) as promptly as practicable after the date of the Original Merger Agreement, use its reasonable best efforts to negotiate, execute and deliver the definitive agreements with respect to the Debt Financing (the “Definitive Financing Agreements”) on the terms and conditions (including the “market flex” terms and conditions) contained in the Debt Financing Letters or on other terms more favorable in the aggregate to GETCO; provided, however, that in no event shall any of the Definitive Financing Agreements: (A) reduce the aggregate amount of the Debt Financing provided for in the Debt Financing Letters to an amount that is less than the aggregate amount of Debt Financing sufficient to consummate the transactions contemplated by this Agreement and make the payments referred to in Section 3.27; (B) expand the conditions or other contingencies to the receipt or funding of the Debt Financing beyond those expressly set forth in the Debt Financing Letters, amend or modify any of such timeconditions or other contingencies in a manner adverse to GETCO (including by making any such conditions or other contingencies less likely to be satisfied) or impose any new or additional condition or other contingency to the receipt or funding of the Debt Financing; or (C) contain terms (other than those terms expressly set forth in the Debt Financing Letters) that would reasonably be expected to (1) prevent or delay the Effective Time or the date on which the Debt Financing would be obtained or (2) make the funding of Debt Financing less likely, in any material respect, to occur; (iii) pay in a timely manner any commitment or other fees that are or become due and payable under or with respect to the Debt Financing Letters on or following the date of the Original Merger Agreement; (iv) use its reasonable best efforts to obtain all rating agency approvals necessary to obtain the Debt Financing and to satisfy all other conditions to obtaining the Debt Financing; and (v) enforce its rights under the Financing Letters and the Definitive Financing Agreements. (b) In Without limiting any of its obligations hereunder, GETCO shall keep Knight informed on a reasonably current basis and in reasonable detail with respect to the event status of the Debt Financing. GETCO shall deliver to Knight accurate and complete copies of the executed Definitive Financing Agreements promptly after their execution. Without limiting the generality of the foregoing, GETCO shall give Knight notice as promptly as reasonably practicable of (i) any material breach or default on the part of any party to any Financing Letter or Definitive Financing Agreement, (ii) any notice from a party to any Financing Letter or Definitive Financing Agreement of such party’s intent to not comply with any of its commitments or other material obligations under any Financing Letter or Definitive Financing Agreement, (iii) any actual or purported withdrawal, modification, termination, rescission or repudiation of any Financing Letter or Definitive Financing Agreement, or any provision thereof, and (iv) any other circumstance resulting in GETCO no longer believing in good faith that it will be able to obtain, prior to the Closing Date, all or any portion of the Financing provided for on the terms, in the Proposal Letters has become unavailable at manner or prior to from the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment sources contemplated by any Financing Letter or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal LettersDefinitive Financing Agreement. (c) During GETCO shall not permit any amendment, supplement or modification to be made to, or agree to permit any waiver of any provision or remedy under, any Financing Letter or Definitive Financing Agreement without Knight’s prior consent, except that GETCO may amend, supplement or otherwise modify any Financing Letter or Definitive Financing Agreement (including by joining one or more additional lenders or agents as parties thereto) if such amendment, supplement or modification: (i) does not reduce the period from aggregate amount of the Mailing Date through Financing to an amount that is less than the Closing Dateaggregate amount of Financing sufficient to consummate the transactions contemplated by this Agreement and make the payments referred to in Section 3.27 (it being understood that, in subject to the event that all requirements of this Section 7.16(c), such amendment, supplement or other modification to any Debt Financing Letter or Definitive Financing Agreement may provide for the assignment of any portion of the commitments under the Debt Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that additional agents or arrangers and grant such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments persons approval rights with respect to certain matters as are customarily granted to additional agents or arrangers); (ii) does not expand the conditions or other contingencies to the receipt or funding of the Financing, does not amend or modify, in a manner adverse to GETCO any of the conditions or other contingencies to the receipt or funding of the Financing and does not impose new or additional conditions or other contingencies to the receipt or funding of the Financing; (iii) does not impair the ability of GETCO to enforce its rights against other parties to the Financing Letters and (iv) would not reasonably be expected to (A) prevent or delay the Effective Time or the date on which the Financing would be obtained or (B) make the funding of the Financing less likely, in any material respect, to occur. GETCO shall not agree to the withdrawal, repudiation, termination or rescission of any Financing Letter or Definitive Financing Agreement or any provision thereof. GETCO shall promptly deliver to Knight true and complete copies of any such amendment, modification or waiver. (d) ADI intends that If any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in any Debt Financing Letter or Definitive Financing Agreement for any reason, or any Debt Financing Letter or Definitive Financing Agreement shall be withdrawn, repudiated, terminated or rescinded for any reason, then GETCO shall use its reasonable best efforts to arrange and obtain, as promptly as practicable, from the same and/or alternative financing sources, alternative financing in an amount sufficient to consummate the transactions contemplated by this Agreement and make the payments referred to in Section 3.27; provided that in no event shall GETCO be obligated to obtain alternative financing on terms and conditions that in the aggregate are materially less favorable to GETCO than the terms and conditions provided for in the Debt Commitment Letter as of the date of the Original Merger Agreement (as determined in the good faith judgment of GETCO). In the event any alternative financing is obtained in accordance with this Section 7.16(d) (“Alternative Financing”), references in this Agreement to the Debt Financing shall be deemed to refer to such Alternative Financing (in lieu of the Debt Financing replaced thereby), and if one or more commitment letters or definitive financing agreements are entered into or proposed to be entered into in connection with such Alternative Financing, references in this Agreement to the Debt Financing Letters and the Definitive Financing Agreements shall be deemed to refer to such commitment letters and definitive financing agreements relating to such Alternative Financing (in lieu of the Debt Financing Letters and the Definitive Financing Agreements replaced thereby), and all obligations of GETCO pursuant to this Section 7.16 shall be applicable thereto to the same extent as GETCO’s obligations with respect to the Financing replaced thereby. GETCO shall promptly deliver to Knight true and complete copies of any commitments with respect to Alternative Financing. (e) Prior to the Closing, Knight shall use reasonable best efforts, shall cause its subsidiaries to use reasonable best efforts, and shall use its reasonable best efforts to cause its respective Representatives, to provide to GETCO all reasonable cooperation requested by GETCO that is necessary in connection with the Debt Financing, including (i) furnishing GETCO and its Financing Sources the Required Information, (ii) participating in a reasonable number of meetings (including customary one-on-one meetings among the parties acting as lead arrangers or agents for, and prospective lenders and purchasers of, the Debt Financing and senior management and Representatives, with appropriate seniority and expertise, of Knight), presentations, road shows, due diligence sessions, drafting sessions and sessions with rating agencies in connection with the Debt Financing, (iii) assisting with the preparation of materials for rating agency presentations, bank information memoranda, offering documents, private placement memoranda and similar documents required in connection with the Debt Financing (including requesting any consents of accountants for use of their reports in any materials relating to the Debt Financing and the delivery of one or more customary representation letters), (iv) obtaining accountants’ comfort letters and legal opinions as reasonably requested by GETCO, (v) facilitating the pledging of collateral in connection with the Debt Financing, (vi) executing and delivering any documents as may be reasonably requested by GETCO, (vii) causing the taking of corporate actions (subject to the occurrence of the Closing) by Knight and its subsidiaries reasonably necessary to permit the completion of the Financing and (viii) facilitating the execution and delivery at the Closing of definitive documents related to the Debt Financing on the terms contemplated by the Debt Financing; provided, that such requested cooperation does not materially and adversely interfere with the ongoing operations of Knight and its subsidiaries; provided, further, that neither Knight nor any of its subsidiaries shall be no less favorable taken as a whole than those previously set forth in required to commit to take any action that, nor execute any document or enter into any agreement the Proposal Letters effectiveness of which, is not contingent upon the Closing. None of Knight or any replacement letters. ADI of its subsidiaries shall use its best efforts be required to satisfy at take any action that would subject it to actual or before potential liability, to bear any cost or expense or to pay any commitment or other similar fee or make any other payment (other than reasonable out-of-pocket costs) or incur any other liability or provide or agree to provide any indemnity in connection with the Closing all conditions Financing or any of the foregoing, prior to the transactions constituting Effective Time. GETCO shall indemnify and hold harmless Knight, its subsidiaries and the Financing Representatives from and to its drawing down the cash proceeds thereunder.against any and all liabilities, losses, damages, claims,

Financing. (a) ADI Purchaser shall deliver use its reasonable best efforts to Artistic take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to arrange and obtain the Purchaser Financing as promptly as practicable and, in any event, not later than the Closing Date, on the terms and conditions described in the Financing Commitments, including using its reasonable best efforts to (A) maintain in effect the Financing Commitments, (B) satisfy on a timely basis all conditions in the Financing Commitments and the Definitive Financing Agreements applicable to Purchaser obtaining the Debt Financing and applicable to Purchaser obtaining the Equity Financing, (C) negotiate and enter into definitive agreements with respect to the Debt Financing on terms and conditions described in or before contemplated by the Debt Financing Commitments (including any “flex” provisions contained therein) and definitive agreements with respect to the Equity Financing on terms and conditions described in or contemplated by the Equity Financing Commitments (all such definitive agreements, collectively, the “Definitive Financing Agreements”) and (D) cause the Debt Financing Sources and the sources of the Equity Financing to fund, or provide, as applicable, the Purchaser Financing at or prior to the Closing. Notwithstanding the immediately foregoing sentence, Purchaser shall obtain the Equity Financing contemplated by the Equity Financing Commitments upon satisfaction or waiver of the conditions to the Closing in Article VI (other than those conditions that by their nature will not be satisfied until the Closing). Purchaser shall not agree to or permit any termination, amendment, supplement or other modification of, or waive any of its rights under, any provision of the Financing Commitments or Definitive Financing Agreements in a manner that (w) would result in terms less favorable to Purchaser in the aggregate as those contained in the Debt Financing Commitments, (x) would add any conditions precedent or other contingencies related to the funding of such Debt Financing that are not contained in the Debt Financing Commitments in effect on the date hereof, (which shall y) would reasonably be no later than five Business Days after it has been cleared expected to prevent, materially impair or materially delay the consummation of such Debt Financing or the transactions contemplated by this Agreement or by the Securities Ancillary Agreements or (z) would add any contractual limitation that would adversely impact the ability of the Purchaser to enter into or perform its obligations under the Credit Support Agreement, in each case, without Seller’s prior written consent; provided that, it is understood and Exchange Commission agreed that the Financing Commitments and/or the Definitive Financing Agreements may be amended, supplemented or otherwise modified (it being understood that Artistic will notify ADI i) to correct immaterial typographical errors, (ii) to add agents or arrangers of such clearance promptly)the Debt Financing who had not executed the Debt Financing Commitments as of the date hereof or (iii) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed assign or reassign titles or roles to, or between or among, any Debt Financing Sources party to the stockholders Debt Financing Commitments. Upon any amendment, supplement, modification or waiver of Artistic true the Financing Commitments or the Definitive Financing Agreements in accordance with this Section 5.16(a), (x) the terms “Financing Commitments”, “Debt Financing Commitments”, “Equity Financing Commitments” and correct copies of each Proposal Letter which “Definitive Financing Agreements” as used in this Agreement (including as used in any definition incorporating such terms) shall be mean such documents as so amended, supplemented, modified or waived and (y) the terms “Purchaser Financing”, “Debt Financing” and “Equity Financing” as used in full force this Agreement (including as used in any definition incorporating such terms) shall mean the financing contemplated by the Debt Financing Commitments and effect at such timethe Equity Financing Commitments, as applicable, as so amended, supplemented, modified or waived. (b) In the event that all or any portion of the Debt Financing provided becomes unavailable on the terms and conditions described in or contemplated by the Debt Financing Commitments (including any “flex” provisions contained therein) for any reason, (i) Purchaser shall promptly notify Seller in writing and (ii) Purchaser shall use its reasonable best efforts to arrange and obtain, as promptly as practicable following the occurrence of such event but no later than the Closing Date, alternative debt financing from the same or alternative sources of debt financing (the “Alternative Debt Financing”) in an amount no less than that of the Debt Financing, on conditions that (A) are not less favorable to Purchaser in the Proposal Letters has become unavailable at aggregate as those contained in the Debt Financing Commitments, (B) shall not include any conditions precedent or other contingencies related to the funding of such Alternative Debt Financing that are not contained in the Debt Financing Commitments in effect on the date hereof, (C) would not reasonably be expected to prevent, materially impair or materially delay the consummation of such Alternative Debt Financing or the transactions contemplated by this Agreement or by the Ancillary Agreements and (D) would add any contractual limitation that would adversely impact in any material respect the ability of the Purchaser to enter into or perform its obligations under the Credit Support Agreement, in each case, without Seller’s prior written consent; it being agreed that there shall be no obligation on Purchaser to pay any additional fees and/or obtain Alternative Debt Financing on materially worse terms than is contemplated by the Debt Financing as of the date hereof. The obligations under this Section 5.16 shall apply equally to any such Alternative Debt Financing (including any new financing commitment and any New Debt Financing Commitments (as defined below)). The new debt commitment letters and all related fee letters associated therewith, including all exhibits, schedules, annexes and amendments thereto entered into in connection with any Alternative Debt Financing are referred to as the “New Debt Financing Commitments”. Purchaser shall provide Seller with (x) true, accurate and complete copies of the New Debt Financing Commitments for any Alternative Debt Financing for its review prior to the Mailing Dateexecution thereof and (y) fully executed copies thereof as promptly as practicable following the execution thereof. In the event Purchaser enters into any such New Debt Financing Commitments, regardless of fault(I) any reference in this Agreement to the “Debt Financing” (including in any definition incorporating the term “Debt Financing”) shall mean and include the Alternative Debt Financing and the debt financing contemplated by the “Debt Financing Commitments” as such term is modified pursuant to the immediately succeeding clause (II), ADI and (II) any reference in this Agreement to the “Debt Financing Commitments” (including in any definition incorporating the term “Debt Financing Commitments”) shall deliver be deemed to Artistic within 10 Business Days of mean and include the Mailing Date, proposal, commitment or similar letters from others providing for Debt Financing Commitments to the financing necessary for extent not superseded by New Debt Financing Commitments at the consummation of time in question and any New Debt Financing Commitments to the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI extent then in the aggregate than provided for in the Proposal Letterseffect. (c) During Upon the period reasonable written request of Seller (including via email), Purchaser shall keep Seller informed in reasonable detail of the status of its efforts to arrange the Purchaser Financing and provide to Seller fully executed copies of the Definitive Financing Agreements as promptly as practicable following the execution thereof. Without limiting the generality of the foregoing, Purchaser shall give Seller prompt written notice (A) of any breach, default, repudiation, cancellation or termination of the Financing Commitments or the Definitive Financing Agreements by any party thereto of which Purchaser becomes aware, (B) of the receipt by Purchaser or its Affiliates of any notice or other communication from the Mailing Date through Debt Financing Sources or the Closing Datesources of the Equity Financing with respect to (x) any breach, default, repudiation, cancellation or termination of the Financing Commitments or the Definitive Financing Agreements by any party thereto or (y) any material dispute or disagreement between or among the parties to the Financing Commitments or the Definitive Financing Agreements that the Purchaser determines would reasonably be expected to affect the timely availability of, or the amount of the Purchaser Financing at Closing, and (C) if for any reason Purchaser or Purchaser Guarantor believes in the event good faith that it will not be able to obtain all or any portion of the Purchaser Financing provided for on the terms, in the Proposal Letters becomes unavailablemanner or from the sources contemplated by the Financing Commitments or the Definitive Financing Agreements. As soon as reasonably practicable, regardless Purchaser shall provide to Seller any additional information reasonably requested by Seller relating to any circumstance referred to in any of faultclause (A), ADI shall deliver to Artistic within 30 days (B) or (C) of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect to the Financingimmediately preceding sentence. (d) ADI intends From the date hereof to the Closing, Seller shall, at Purchaser’s sole expense, use its reasonable best efforts to cooperate with, and cause the Conveyed Companies and their respective management and employees to use their reasonable best efforts to cooperate with, to the extent permitted by applicable Law and to the extent reasonably requested by Purchaser and customary for financings of the type similar to the Debt Financing, Purchaser’s efforts to arrange and obtain the Debt Financing, including using its reasonable best efforts in (i) having management, with an appropriate level of seniority and expertise, participate at reasonable times (on reasonable advance notice) in a reasonable number of meetings, drafting sessions, presentations and rating agency and due diligence sessions that are customary for financings of the terms type similar to the Debt Financing, (ii) as promptly as reasonably practicable, furnishing Purchaser and the Debt Financing Sources with the Financing Information and, to the extent reasonably requested in writing by Purchaser and to the extent readily available, other historical financial and other pertinent information with respect to the business, operations and financial conditions of the Business and the Conveyed Companies necessary to consummate the Debt Financing (provided, in any event, that Purchaser shall be no less favorable taken solely responsible for the preparation, contents and determination of pro forma financial information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information), (iii) assisting Purchaser and the Debt Financing Sources in the preparation of bank information memoranda, lender presentations and other marketing documents and materials for any portion of the Debt Financing and executing customary authorization letters with respect to the foregoing for information related to the Business and the Conveyed Companies to the extent necessary to consummate the Debt Financing (provided, in each case of this clause (iii), that Purchaser shall be solely responsible for the preparation, contents and determination of pro forma financial information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information), (iv) cooperating with the marketing efforts of Purchaser and the Debt Financing Sources for any portion of the Debt Financing, (v) executing and delivering definitive financing documents, including credit agreements, guarantee and collateral documents and customary closing certificates and solvency certificates as may be required in connection with the Debt Financing and other customary documents, in each case, as may be reasonably requested by Purchaser or the Debt Financing Sources and necessary to consummate the Debt Financing and that are not effective until as of, or after, the Closing ((it being understood and agreed that any such execution and delivery will only be required of the officers and directors of the Conveyed Companies who retain their respective positions as of, and after, the Closing), (vi) to the extent timely requested and necessary to consummate the Debt Financing, facilitating, effective as of the Closing Date, the granting of a whole security interest (and perfection thereof) in collateral and the release of any applicable liens, including setting up deposit or securities account and entering into related control agreements, (vii) if reasonably requested in writing by Purchaser at least ten (10) Business Days prior to Closing, providing Purchaser at least five (5) Business Days prior to Closing all documentation and other information with respect to the Conveyed Companies and their respective Affiliates that the Debt Financing Sources have determined is required by regulatory authorities in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and (viii) taking all corporate actions, subject to the occurrence of the Closing, reasonably requested by Purchaser and necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available on the Closing Date (it being understood and agreed that any such action will only be required of the directors of the Conveyed Companies who retain their respective positions as directors as of, and after, the Closing to the extent the relevant corporate action is valid solely with such directors); provided that (A) nothing herein shall require such cooperation to the extent it would interfere unreasonably with the business or operations of Seller or the Conveyed Companies or any of their Affiliates (it being agreed that the incurrence of the Debt Financing substantially concurrently with the Closing in accordance with the Debt Financing Commitments as in effect as of the date hereof, or as amended, modified or supplemented in accordance with the terms herewith, shall be deemed to not so interfere) and (B) Purchaser shall be solely responsible for the preparation of pro forma financial statements after receiving the relevant inputs thereto; and provided, further, that neither Seller, the Conveyed Companies nor any of their Affiliates shall (1) be required to pay any commitment or other similar fee (other than those previously for reasonable and documented out-of-pocket costs and expenses that are reimbursed by Purchaser as provided below in this Section 5.16(d)), (2) have or incur any actual or potential Liability or obligation (including any obligation to provide any indemnity) under any binding agreement or commitment or otherwise, unless and until, in the case of the Conveyed Companies only, substantially concurrently with the Closing (other than Liability with respect to the customary authorization letters specified in clause (iii)(y) above), or (3) be required to take any action that may (x) conflict with or violate the organizational documents of the Conveyed Companies, Seller or any of their Affiliates or any Laws, (y) result in any officer, director or employee of the Conveyed Companies, Seller or any of their Affiliates incurring any personal Liability or (z) result in the contravention of, or that would reasonably be expected to result in a violation or breach of, or a default under, any material Contract to which the Conveyed Companies, Seller or any of their Affiliates is a party (in each case, to the extent such Contract is not entered into contemplation of the qualification set forth in this clause (z)). For the Proposal Letters avoidance of doubt, (I) neither Seller nor its Affiliates or their respective officers, directors or employees (other than such officers, directors or employees that will be retaining their respective positions as of, and after, the Closing) shall be required to execute or enter into or perform any agreement with respect to the Debt Financing that is not contingent upon the Closing or that would be effective prior to the Closing (other than the customary authorization letters specified in clause (iii)(y) above), (II) no directors, officers or employees of Seller or any replacement letters. ADI of its Affiliates (in each case, other than those of any Conveyed Company that will be retaining their respective positions at such Conveyed Company as of, and after, the Closing) shall use its best efforts be required to satisfy at approve, adopt, execute or before the Closing all conditions to the transactions constituting the Financing and to its drawing down the cash proceeds thereunder.enter into or perform any agre

Financing. (a) ADI The Company will, and will cause its Subsidiary to, use its reasonable best efforts to cause its and their respective Representatives to cooperate with the Parent and take such actions as the Parent may reasonably request in connection with the procurement and consummation of the Financing (or any Alternative Financing); provided that nothing contained in this Section 6.9 shall deliver to Artistic on or before the date (which shall be no later than five Business Days after it has been cleared by the Securities and Exchange Commission (it being understood that Artistic will notify ADI of require such clearance promptly)) (the "Mailing Date") on which the Proxy Statement (as defined in the Merger Agreement) is scheduled to be mailed cooperation to the stockholders extent it would unreasonably interfere with the ongoing operations of Artistic true and correct copies of each Proposal Letter which shall be in full force and effect at such timethe Company or its Subsidiary. (b) In Parent 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 (i) maintain in effect the Debt Financing Letter and to satisfy the conditions for obtaining the Financing, (ii) enter into definitive financing agreements with respect to the Financing so that such agreements are in effect no later than the Share Acceptance Time and (iii) consummate the Financing on or prior to the Share Acceptance Time. Without limiting the generality of the foregoing, in the event that all or Parent has been notified by the lenders party to the Debt Financing Letter that any portion of the Financing provided for in will not be available on the Proposal Letters has become unavailable at or prior to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no contemplated by the Debt Financing Letter, the Parent shall promptly notify the Company in writing and use its reasonable best efforts to obtain alternative debt financing (“Alternative Financing”) in an amount at least sufficient to, in addition to the cash and the portion of the Financing that remains available on the terms and conditions contemplated by the Debt Financing Letter, pay when due for all Shares tendered and not properly withdrawn in the Offer and the aggregate Merger Consideration. Notwithstanding the foregoing, neither the Parent nor Purchaser shall be required to (i) waive any conditions and requirements set forth in Article VII, (ii) consent to any changes to the Financing as set forth in the Debt Commitment Letter or (iii) accept Alternative Financing on terms less favorable to ADI the Parent and the Purchaser in the aggregate than provided for in the Proposal Letters. (c) During the period from the Mailing Date through the Closing Date, in Financing would have been. In the event that all or any portion the Parent obtains Alternative Financing, the provisions of this Section 6.9 shall apply to such Alternative Financing to the Financing provided for in the Proposal Letters becomes unavailable, regardless of fault, ADI shall deliver to Artistic within 30 days of the date that such financing became unavailable, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated hereby, on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments with respect same extent it applies to the Financing. (d) ADI intends that . The Parent shall keep the terms and conditions Company informed on a reasonably current basis in reasonable detail of the Financing shall be no less favorable taken as a whole than those previously set forth in the Proposal Letters or any replacement letters. ADI shall use status of its reasonable best efforts to satisfy at or before the Closing all conditions to the transactions constituting finalize the Financing and to its drawing down the cash proceeds thereunderor arrange any Alternative Financing in accordance with this Section 6.9.

Financing. (a) ADI Parent shall deliver use its commercially reasonable efforts to Artistic take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and obtain the financing on or before the date (which shall be no later than five Business Days after it has been cleared by terms and conditions described in the Securities and Exchange Commission (it being understood that Artistic will notify ADI of such clearance promptly)) Financing Agreements (the "Mailing Date"“Financing”), including, without limitation, (i) on which the Proxy Statement making a Class B Capital Call (as defined in the Merger Financing Agreements) within five (5) Business Days of the execution of this Agreement in an amount that is sufficient (when aggregated with Parent’s cash as of the date of this Agreement) is scheduled to be mailed consummate the Merger and the other transactions contemplated by this Agreement and (ii) using commercially reasonable efforts to (A) maintain in effect the Financing Agreements, (B) satisfy on a timely basis all conditions applicable to the stockholders Financing in the Financing Agreements that are within the control of Artistic true Parent or the Purchaser and correct copies comply with its obligations thereunder, and (C) consummate the Financing at or prior to the Closing. If any portion of the Financing becomes unavailable or Parent becomes aware of any event or circumstance that makes any portion of the Financing unavailable, in each Proposal Letter which case, on the terms and conditions contemplated by the Financing Agreements and such portion is reasonably required to fund the Payment Fund and consummate the Merger and the other transactions contemplated by this Agreement, Parent shall be use its commercially reasonable efforts to arrange and obtain alternative financing upon terms and conditions not less favorable to Parent or the Surviving Corporation than those in full force the Financing Agreements (as determined in the reasonable judgment of Parent) from the same and/or alternative financial sources in an amount sufficient to fund the Payment Fund and effect at to consummate the Merger and the other transactions contemplated by this Agreement (“Alternative Financing”), as promptly as practicable following the occurrence of such timeevent. (b) In The Company shall provide, and shall cause its Subsidiaries, and shall use its commercially reasonable efforts to cause each of its and their respective Representatives to provide all cooperation reasonably requested by Parent in connection with the event that all Financing or any portion Alternative Financing (collectively the “Financing Arrangements”); provided, however, (i) such requested cooperation does not unreasonably interfere with the ongoing operations of the Financing provided for Company and its Subsidiaries; (ii) in no event shall the Proposal Letters has become unavailable at or Company be required to take any actions that would encumber any of its assets prior to the Mailing Date, regardless of fault, ADI shall deliver to Artistic within 10 Business Days of the Mailing Date, proposal, commitment or similar letters from others providing for the financing necessary for the consummation of the transactions contemplated herebyMerger or that would result in a breach of any of its Contracts; and (iii) neither the Company nor any of its Subsidiaries shall (x) be required to pay any commitment or other similar fee, (y) have any liability or any obligation under any Contract related to the Financing Arrangements or (z) be required to incur any other liability in connection with the Financing Arrangements except, in each case, for any commitment, fee, liability or obligation expressly conditioned on and subject to terms and conditions no less favorable to ADI in the aggregate than provided for in occurrence of the Proposal LettersClosing. (c) During Parent (i) shall promptly, upon request by the period Company, reimburse the Company for all reasonable and documented out-of-pocket costs (including reasonable attorneys’ fees) to the extent incurred by the Company, any of its Subsidiaries or their respective Representatives in connection with the cooperation of the Company and its Subsidiaries contemplated by this Section 6.15 and (ii) shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all Liabilities suffered or incurred by any of them in connection with any of the Mailing Date through Financing Arrangements and any information used in connection therewith, other than with respect to any information provided by the Closing DateCompany or any of its Subsidiaries, except in the event that all such Liabilities arose out of or any portion result from the willful misconduct or gross negligence of the Company, its Subsidiaries or their respective Representatives. (d) In the event that the Financing provided for Agreements are amended, replaced, supplemented or otherwise modified, including as a result of seeking Alternative Financing in accordance with Section 6.15(a), each of Parent and the Proposal Letters becomes unavailableCompany shall comply with its covenants in Sections 6.15(a), regardless of fault(b), ADI shall deliver and (c) with respect to Artistic within 30 days of the date Financing Agreements, as so amended, replaced, supplemented or otherwise modified and with respect to such Alternative Financing to the same extent that such financing became unavailable, proposal, commitment or similar letters from others providing for Parent and the financing necessary for the consummation of the transactions contemplated hereby, on and subject Company would have been obligated to terms and conditions no less favorable to ADI in the aggregate than provided for in the Proposal Letters. ADI shall keep Artistic promptly informed of all material developments comply with respect to the Financing. Notwithstanding anything in this Section 6.15 to the contrary and for the avoidance of doubt, in no event shall the consummation of the Merger or the other transactions contemplated by this Agreement be conditioned upon or subject to the availability, success or consummation of the Financing, any Alternative Financing or any other financing arrangements of Parent or the Purchaser. (de) ADI intends Parent agrees that between the terms date of this Agreement and conditions the earlier of the consummation of the Merger or the termination of this Agreement in accordance with Article VIII, (i) Parent shall promptly inform the Company in the event that it becomes aware of a material breach of the Financing Agreements that could reasonably be expected to adversely affect Parent’s ability to consummate the Merger or the other transactions contemplated by this Agreement, (ii) Parent shall maintain at least $25,000,000 in cash on Parent’s balance sheet, (iii) Parent will not vote or consent in writing to or otherwise propose, solicit, encourage, suggest, support or advocate any amendment, modification, waiver, supplement or termination of the Financing Agreements which is intended to, or has or would reasonably be no less favorable taken expected to have the effect of, affecting (A) the rights or obligations of a Defaulting Investor Member (as a whole than those previously set forth defined in the Proposal Letters Financing Agreements), (B) the procedure or any replacement letters. ADI shall use its best efforts to satisfy at or before the Closing all conditions to the transactions constituting requirements by which a Class B Capital Call (as defined in the Financing Agreements) is made, approved or vetoed or (C) the Class B Capital Commitment (as defined in the Financing Agreements) of any Member (as defined in the Financing Agreements) other than increases in the Class B Capital Commitment of any Member and to its drawing down (iv) there shall not be one or more Subsequent Closings (as defined in the cash proceeds thereunderFinancing Agreements) that would result in the funding of Class B Capital Commitments (as defined in the Financing Agreements) of more than $20,000,000 in the aggregate.