Common use of Financing Clause in Contracts

Financing. (a) Parent and Merger Subsidiary shall use their reasonable best efforts to arrange the Financing on the terms and conditions described in the Commitment Letter or on other terms that would not adversely impact the ability of Parent or Merger Subsidiary to consummate the transactions contemplated hereby, including using reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to (i) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein (including any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent in the Commitment Letter that are within its control and otherwise comply with its obligations thereunder, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Commitment Letter, and (v) subject to the terms and conditions contemplated by the Commitment Letter, consummate the Financing at the Closing. Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter, and/or substitute other debt financing for all or any portion of the Financing from the same and/or alternative Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as of the date of this Agreement; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the definitive documents related to the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (including any “market flex” provisions), Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms and conditions not materially less favorable to Parent and Merger Subsidiary in an amount sufficient to consummate the transactions contemplated by this Agreement (any such alternative financing, any amended or substitute financing permitted by this Section 8.09(a), and the Financing, an “Available Financing”). In the event that on the final day of the Marketing Period (i) all or any portion of the Financing structured as High Yield Financing has not been consummated, (ii) all closing conditions contained in Article 9 shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until the Closing) and (iii) all conditions to the Bridge Financing set forth in the Commitment Letter have been satisfied, then Parent 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 on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the Financing.

Financing. (a) Parent NASDAQ OMX and Merger Subsidiary ICE shall each use their its respective reasonable best efforts to arrange 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 NASDAQ OMX Financing on the terms and conditions described in the NASDAQ OMX Commitment Letter or and the ICE Financing on other the terms that would not adversely impact and conditions described in the ability of Parent or Merger Subsidiary to consummate the transactions contemplated herebyICE Commitment Letter, as applicable, including using reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to (i) maintain in effect the NASDAQ OMX Commitment Letter and the ICE Commitment Letter, as applicable, (ii) negotiate and enter into definitive agreements with respect thereto on the respective terms and conditions contained therein contemplated by the NASDAQ OMX Commitment Letter and the ICE Commitment Letter, as applicable, and execute and deliver to NYSE Euronext a copy thereof as promptly as practicable after such execution, and (including any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09, (iiiii) satisfy on a timely basis all conditions and covenants applicable to Parent such Party in the NASDAQ OMX Commitment Letter or ICE Commitment Letter, as applicable, that are within its such Party’s control and otherwise comply with its obligations thereunder, (iii) maintain in effect . In the event that all conditions to the Commitment Letter until have been satisfied or, upon funding will be satisfied, NASDAQ OMX, ICE and Merger Sub shall use their reasonable best efforts to cause the lenders and the other Persons providing the NASDAQ OMX Financing and the ICE Financing, as applicable, to fund on the Closing Date the NASDAQ OMX Financing and the ICE Financing required to consummate the Merger and the other transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Commitment Letter, Agreement. NASDAQ OMX and (v) subject to the terms and conditions contemplated by the Commitment Letter, consummate the Financing at the Closing. Parent ICE shall each have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the NASDAQ OMX Commitment Letter, Letter or the ICE Commitment Letter and/or substitute other debt or equity financing for all or any portion of the NASDAQ OMX Financing or the ICE Financing from the same and/or alternative Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as of the date of this Agreementfinancing sources; provided, provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends either the NASDAQ OMX Financing or the ICE Financing and/or substitution of all or any portion of the NASDAQ OMX Financing or ICE Financing shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or materially impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or If any portion of the NASDAQ OMX Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the definitive documents related to the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event any portion of the ICE Financing becomes unavailable on the terms and conditions contemplated in the NASDAQ OMX Commitment Letter (including any “market flex” provisions)or the ICE Commitment Letter and such portion is reasonably required to fund the Merger Consideration, Parent NASDAQ OMX or ICE, as applicable, shall use its reasonable best efforts to arrange to and obtain alternative financing from alternative sources on terms and conditions not materially less favorable to Parent and Merger Subsidiary financial institutions in an amount sufficient sufficient, when taken together with the portion of the NASDAQ OMX Financing or ICE Financing that is available and all other funds available to NASDAQ OMX or ICE, as applicable, to consummate the transactions contemplated by this Agreement upon conditions not materially less favorable, in the aggregate, to NASDAQ OMX or ICE, as applicable, than those in the NASDAQ OMX Commitment Letter or the ICE Commitment Letter as promptly as practicable following the occurrence of such event. NASDAQ OMX or ICE, as applicable, shall give NYSE Euronext prompt oral and written notice (but in any event not later than two (2) Business Days after the occurrence) of any material breach by any party to either the NASDAQ OMX Commitment Letter or the ICE Commitment Letter, as applicable, or of any condition not likely to be satisfied, in each case, of which NASDAQ OMX or ICE becomes aware, or any termination of the NASDAQ OMX Commitment Letter or ICE Commitment Letter. NASDAQ OMX and ICE shall each keep NYSE Euronext informed on a reasonably current basis of the status of its efforts to arrange the NASDAQ OMX Financing and ICE Financing, as applicable. (b) NYSE Euronext shall provide, and shall cause its Subsidiaries, and shall use its reasonable best efforts to cause each of its and their respective Representatives to provide, all cooperation reasonably requested by NASDAQ OMX or ICE in connection with the Financing (provided that such alternative financing, any amended or substitute financing permitted by this Section 8.09(arequested cooperation does not unreasonably interfere with the ongoing operations of NYSE Euronext and its Subsidiaries), and the Financing, an “Available Financing”). In the event that on the final day of the Marketing Period including (i) as promptly as practicable, providing to NASDAQ OMX and ICE and the lenders and other financial institutions and investors that are or may become parties to the NASDAQ OMX Financing or ICE Financing and to any underwriters, initial purchasers or placement agents in connection with the NASDAQ OMX Financing or ICE Financing (the “Financing Parties”) all financial and all other information relating to NYSE Euronext and its Subsidiaries that is necessary, advisable or customary for such financings or is reasonably requested by NASDAQ OMX or ICE (including any portion information reasonably deemed necessary by their respective Financing Parties) to assist in the preparation of customary offering or information documents to be used for the syndication, marketing and completion of the NASDAQ OMX Financing structured and ICE Financing as High Yield Financing has not been consummatedcontemplated, respectively, by the NASDAQ OMX Commitment Letter and ICE Commitment Letter, including (w) information regarding the business, operations, financial projections and prospects of NYSE Euronext and its Subsidiaries and evaluations by NYSE Euronext and its advisors relating to the transactions contemplated by this Agreement, (x) information described in clause (b)(ix) below, (y) other information reasonably necessary, advisable or customary for the preparation of pro forma financial statements of the type required by Regulation S-K and S-X, and (z) monthly balance sheets and income statements internally prepared in accordance with past practice (the information described in this clause, collectively, the “Required Information”), (ii) all closing conditions contained in Article 9 shall have been satisfied or waived making senior management of NYSE Euronext available for, and to participate in, meetings (other than those conditions that by their nature will not be satisfied until including customary one-on-one meetings with the Closingparties acting as lead arrangers for the Financing, presentations, road shows, drafting sessions, due diligence sessions (including accounting due diligence sessions) and sessions with the rating agencies), (iii) all conditions assisting in the preparation of (A) any offering documents, bank information memoranda, prospectuses and similar documents that are customary, advisable or necessary for the NASDAQ OMX Financing and ICE Financing, and (B) materials for rating agency presentations, (iv) cooperating with the marketing efforts for the NASDAQ OMX Financing and ICE Financing (including consenting to the Bridge Financing set forth use of NYSE Euronext’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 NYSE Euronext or its Subsidiaries or the Commitment Letter have been satisfiedreputation or goodwill of NYSE Euronext or any of its Subsidiaries), then Parent shall borrow under (v) executing and use the proceeds delivering, and causing its Subsidiaries to execute and deliver, necessary, customary or advisable certificates (including a certificate of the Bridge principal financial officer of NYSE Euronext with respect to solvency matters), accounting comfort letters (including consents of accountants for use of their reports in any materials relating to the Financing), legal opinions or other documents and instruments relating to collateral, guarantees and other matters ancillary to the NASDAQ OMX Financing and ICE Financing as may be reasonably requested by NASDAQ OMX or ICE, as applicable, as necessary, customary or advisable in connection with the NASDAQ OMX Financing and ICE Financing, (vi) assisting in (A) the preparation of and entering into one or more credit agreements, security agreements, guaranty agreements, currency or interest hedging agreements, or other agreements or (B) the amendment of any of NYSE Euronext’s or its Subsidiaries’ existing credit agreements, currency or interest hedging agreements, or other agreements, in each case, on terms satisfactory to NASDAQ OMX and, if applicable, ICE, and that are reasonably requested by NASDAQ OMX and, if applicable, ICE, in connection with the NASDAQ OMX Financing or ICE Financing; provided, that no obligation of NYSE Euronext or any of its Subsidiaries under any such agreements or amendments shall be effective until the Effective Time, (vii) using its reasonable best efforts, as appropriate, to have its independent accountants provide their reasonable cooperation and assistance, (viii) providing authorization letters to the Financing Parties authorizing the distribution of information to prospective lenders and containing a representation to the Financing Parties that the public versions of such documents, if any, do not include material non-public information about NYSE Euronext or its Affiliates or securities, (ix) providing audited consolidated financial statements of NYSE Euronext (prepared on a carve-out basis after giving effect to the Internal Reorganization and ICE’s ownership of ICE Newco following the Effective Time) for the 2008, 2009 and 2010 fiscal years and for any subsequent fiscal year ended at least 90 days prior to the Closing Date, and unaudited consolidated financial statements of NYSE Euronext (prepared on a carve-out basis after giving effect to the Internal Reorganization and ICE’s ownership of ICE Newco following the Effective Time) for any interim quarterly or other period or periods of NYSE Euronext ended after the date of the most recent audited financial statements and at least 30 days prior to the Closing Date, (x) using its reasonable best efforts to ensure that the Financing Parties benefit materially from the existing lending and banking relationships of NYSE Euronext and its Subsidiaries, and (xi) cooperating reasonably with the Financing Parties’ due diligence, to the extent not unreasonably interfering with the business of NYSE Euronext; provided, that until the Effective Time occurs, neither NYSE Euronext 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 credit agreement or any related document or any other agreement or document related to the NASDAQ OMX Financing or ICE Financing (or such alternative bridge financingfinancing that NASDAQ OMX or ICE may raise in connection with the transactions contemplated by this Agreement) or (z) be required to replace such affected portion incur any other liability in connection with the NASDAQ OMX Financing or ICE Financing (or any alternative financing that NASDAQ OMX or ICE may raise in connection with the transactions contemplated by this Agreement) unless reimbursed or reasonably satisfactorily indemnified by NASDAQ OMX or ICE, as applicable. NASDAQ OMX and ICE (1) shall promptly, upon written request by NYSE Euronext, reimburse NYSE Euronext for all reasonable and documented out-of-pocket costs (including reasonable attorneys’ fees) incurred by NYSE Euronext, any of its Subsidiaries or their respective Representatives in connection with the cooperation of NYSE Euronext and its Subsidiaries contemplated by this Section 4.12, (2) each acknowledge and agree that NYSE Euronext, its Subsidiaries and their respective Representatives shall not have any responsibility for, or incur any liability to any Person under, either the NASDAQ OMX Financing, the ICE Financing or any alternative financing that NASDAQ OMX or ICE may raise in connection with the transactions contemplated by this Agreement and (3) shall severally and not jointly indemnify and hold harmless NYSE Euronext, its Subsidiaries 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 arrangement of the High Yield NASDAQ OMX Financing on the Closing Date. Notwithstanding the foregoing and ICE Financing and any information used in connection therewith, except with respect to any information provided by NYSE Euronext, its Subsidiaries or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the Financingtheir respective Representatives.

Financing. (a) Parent and Merger Subsidiary Sub shall use their reasonable best efforts to take, or cause to be taken, all actions and use their reasonable best efforts to do, or cause to be done, all things necessary or advisable to arrange the Debt Financing on the terms and conditions described in the Commitment Letter or on other terms that would not adversely impact the ability of Parent or Merger Subsidiary to consummate the transactions contemplated herebyDebt Financing at the Effective Time, including using reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to (i) negotiate and enter into definitive agreements with respect thereto on maintain in effect the terms and conditions contained therein (including any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09, Debt Commitment Letter; (ii) satisfy on a timely basis all of the conditions and covenants applicable to Parent precedent set forth in the Debt Commitment Letter that are within its control and otherwise comply with its obligations thereunder, Letter; (iii) maintain negotiate, execute and deliver definitive documentation for the Debt Financing that reflects the terms contained in effect the Debt Commitment Letter until the transactions contemplated by this Agreement are consummated, (subject to any market flex provisions); and (iv) enforce its rights in the event that the conditions set forth in Sections 7.1 and 7.2 and the conditions precedent set forth in the Debt Commitment Letter have been satisfied or, upon funding would be satisfied, cause the financing providers to fund the full amount of the Debt Financing, except to the extent replaced with the Bond Financing. Parent shall give the Company prompt notice of any material breach or threatened material breach by any party to the Debt Commitment Letter of which Parent becomes aware. Without limiting Parent’s and Merger Sub’s other obligations under this Section 6.15, if a breach of the Debt Commitment LetterLetter occurs, Parent shall (A) promptly notify the Company of such breach and (vB) subject in consultation with the Company, use reasonable best efforts to obtain alternative financing, in an amount sufficient to make the payments to be made by Parent and Merger Sub at the Effective Time upon terms and conditions contemplated by not materially less favorable to Parent or Merger Sub, as promptly as practicable following the Commitment Letteroccurrence of such event. Without the Company’s prior written consent (which shall not be unreasonably conditioned, consummate the Financing at the Closing. withheld or delayed), Parent shall have the right from time not agree to time to amendor permit any amendment, replacereplacement, supplement reduction, supplement, or otherwise modifyother modification of, or waive any of its material rights under, the Debt Commitment Letter, and/or substitute other debt financing for all or any portion of the Financing from the same and/or alternative Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as of the date of this Agreement; provided, that any if such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to prevent, materially delay, or materially impede the consummation of the Debt Financing (or would add any material breach or material default) by any party to any Commitment Letter or definitive document related additional conditions to the Financing of which Parent or its Affiliates becomes aware; (B) availability of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Debt Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excludingreplacement financing); provided that, for the avoidance of doubt, Parent may (without the prior consent of the Company) replace and amend the Debt Commitment Letter to add lenders, lead arrangers, book runners, syndication agents, or similar entities that had not executed the Debt Commitment Letter as of the date of this Agreement or to reflect changes to the Debt Commitment Letter made pursuant to the terms set forth in the Fee Letter (as defined in the Debt Commitment Letter). Neither Parent nor Merger Sub shall consent to any ordinary course negotiations with respect assignment or rights or obligations under the Debt Commitment Letter (I) without the prior written approval of the Company, such approval not to be unreasonably withheld or (II) except for assignments under the terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Debt Commitment Letter or the definitive documents related to the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigationLetter. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary Sub shall provide any information reasonably requested by consult with and keep the Company relating to any circumstance referred to in clause (A), (B) or (C) reasonably informed of the immediately preceding sentencestatus of their efforts to arrange the Debt Financing and the Bond Financing. (b) Without limiting Parent’s other obligations under this Section 6.15, and subject to if the proviso of Marketing Period shall not have been completed by April 3, 2013, then unless the immediately preceding sentence. In the event any portion of the Bond Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (including any “market flex” provisions)or Debt Financing shall have been previously consummated, Parent shall use its commercially reasonable best efforts to arrange efforts, including through the payment of commercially reasonable fees, to obtain alternative financing from alternative sources an amendment to the Debt Commitment Letter on terms and conditions not materially less favorable or prior to Parent and Merger Subsidiary April 3, 2013 to provide that the “outside date” of “March 4, 2013, subject to one extension to June 3, 2013 to the extent that the Termination Date (as defined in an amount sufficient to consummate the transactions contemplated by this Acquisition Agreement (any such alternative financing, any amended or substitute financing permitted by this Section 8.09(a), and the Financing, an “Available Financing”). In the event that on the final day date of this Commitment Letter) is extended to June 3, 2013 in accordance with the terms of the Marketing Period (i) all or any portion of the Financing structured Acquisition Agreement” as High Yield Financing has not been consummated, (ii) all closing conditions contained in Article 9 shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until the Closing) and (iii) all conditions to the Bridge Financing set forth in the Debt Commitment Letter may be further extended, in the event that the Marketing Period shall have begun but not been satisfiedcompleted by the Termination Date, by a number of days equal to the lesser of (i) twenty (20) days plus four (4) business days following the Termination Date and (ii) the number of days then Parent shall borrow under and use remaining in the proceeds of the Bridge Financing Market Period plus four (or 4) business days (such alternative bridge financing) to replace such affected portion of the High Yield Financing on the Closing Date. Notwithstanding the foregoing or anything else set forth hereinextended date, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the Financing“Extension Date”).

Financing. (a) Parent and Merger Subsidiary shall use their reasonable best efforts to arrange the Financing on the terms and conditions described in the Commitment Letter or on other terms 16.1 Landlord agrees that would not adversely impact the ability of Parent or Merger Subsidiary to consummate the transactions contemplated hereby, including using reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to (i) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein (including any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent in the Commitment Letter that are within its control and otherwise comply with its obligations thereunder, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Commitment Letter, and (v) subject to the terms and conditions contemplated by the Commitment Letter, consummate the Financing at the Closing. Parent Tenant shall have the absolute right from time during the Term to time to amendplace one (1) or more deeds of trust, replace, supplement mortgages or otherwise modify, or waive any of its rights under, the Commitment Letter, and/or substitute other debt financing for similar security interests on all or any portion of Tenant's leasehold interest in the Financing from Premises and/or any improvements therein; provided, however, and except as provided below Tenant shall have no right whatsoever to encumber Landlord's fee title and reversionary interest in the same and/or alternative Financing SourcesPremises and such security instrument shall encumber only Tenant's rights under this Lease and the leasehold estate created hereby. 16.2 Notwithstanding any other provision of this Lease to the contrary, including without limitation in the event Tenant or any sublessee of Tenant shall obtain a loan for construction of improvements on the Premises or any other loan secured by Tenant's leasehold interest in the Premises, Landlord, upon request by Tenant, shall subordinate this Lease and Landlord's interest therein to add lenderssuch construction loan and shall timely execute any and all documents reasonably requested by the construction lender to evidence such subordination, lead arrangershowever in no event shall Landlord be required to subordinate its fee title or reversionary interest in the Premises to such construction loan. 16.3 In the event of a termination of this Lease prior to the expiration of the Term, bookrunnersLandlord, syndication agents or similar entities who had not executed within thirty (30) days prior to the Financing Commitment termination of the Lease, shall serve upon any institutional lender which holds a first priority mortgage encumbering Tenant's leasehold interest in the Premises (a "Lender") written notice of such termination, together with a statement of any and all sums which would be due under the Lease as of the date of this Agreement; provided, that any such amendment, replacement, supplement or other modification to or waiver notice (but for the termination of the Lease) and a description of any provision and all events of default. Within thirty (30) days from its receipt of the Commitment Letter that amends notice of termination, Lender shall have the Financing and/or substitution option to obtain a new lease for the Premises by providing Landlord with written notice of all or any portion its desire to exercise such option. Upon Landlord's receipt of such notice, Landlord shall enter into a new lease for the Financing shall not Premises with Lender which shall: (i) impose any additional Commence as of the date of the termination of the Lease, and shall be effective for the remainder of the Term, and contain all of the terms and conditions precedent or expand upon the conditions precedent to the Financing as that were set forth in the Commitment LetterLease, including, but not limited to, those pertaining to rental payments; and (ii) adversely impact Require the ability tenant under the new lease to cure any monetary events of Parent default under the terminated Lease. Landlord shall promptly take all actions necessary to evict Tenant or Merger Subsidiary to enforce its rights against any other unauthorized party from the other parties Premises and, subject to the Commitment Letter or (iii) prevent or impede or delay rights of any sublessee, shall provide the consummation tenant under the new lease with the sole and exclusive possession of the Merger Premises upon execution of the new lease. 16.4 In the event of a termination of the Lease prior to the expiration of the Term and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not either (i) impose any additional conditions precedent there exists no Lender, or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary Lender does not elect to enforce exercise its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubtoption in Section 16.3 above, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoingthen Landlord, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related within thirty (30) days prior to the Financing or any provisions termination of the Commitment Letter or any definitive document related to the Financing Lease if there is no Lender, or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related within five (5) days subsequent to the Financing expiration or waiver of Lender's option as described in Section 16.3 above if there is a Lender, shall serve upon any sublessee written notice of such termination, together with a statement of any and all sums which would be due under the Lease as of the date of notice (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms termination of the Financing or Lease) and a description of any definitive agreement with respect thereto); and all events of default. Within thirty (C30) if for any reason Parent or Merger Sub believes in good faith that it will not be able days from its receipt of notice of termination, the sublessee shall have the option to obtain all or any portion a new lease for the Premises by providing with written notice of its desire to exercise such option. Upon Landlord's receipt of such notice, Landlord shall enter into a new lease for the Premises with the sublessee which shall (a) commence as of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the definitive documents related to the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) day of the immediately preceding sentence, and subject to the proviso termination of the immediately preceding sentence. In Lease and shall be effective for the event any portion remainder of the Financing becomes unavailable on term of the sublease and contain all of the terms and conditions contemplated in the Commitment Letter (including any “market flex” provisions), Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms and conditions not materially less favorable to Parent and Merger Subsidiary in an amount sufficient to consummate the transactions contemplated by this Agreement (any such alternative financing, any amended or substitute financing permitted by this Section 8.09(a), and the Financing, an “Available Financing”). In the event that on the final day of the Marketing Period (i) all or any portion of the Financing structured as High Yield Financing has not been consummated, (ii) all closing conditions contained in Article 9 shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until the Closing) and (iii) all conditions to the Bridge Financing were set forth in a sublease agreement between Tenant and such sublessee, including, but not limited to, those pertaining to rental payments and options to renew the Commitment Letter have been satisfied, then Parent shall borrow under and use the proceeds term of the Bridge Financing sublease, and (b) require the subtenant under the new lease to cure any monetary events of default under the terminated Lease. Landlord shall promptly take all take action necessary to evict Tenant or such alternative bridge financing) to replace such affected portion any other unauthorized party from the Premises, and shall provide sublessee with the sole and exclusive possession of the High Yield Financing on Premises upon execution of the Closing Date. Notwithstanding new lease. 16.5 For the foregoing benefit of any Lender, Landlord agrees, subject nevertheless to all of the terms, covenants, agreements, provisions, conditions and limitations contained in this Lease, not to accept a voluntary surrender of this Lease at any time during which Lender shall hold an outstanding mortgage, deed to secure debt or anything else set forth herein, the Company other security interest. 16.6 Landlord and Tenant hereby acknowledges acknowledge and agree that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the FinancingLender and any sublessee is an intended third party beneficiary of this Section 16.

Financing. (a) Parent Subject to the terms and conditions of this Agreement, Merger Subsidiary Sub shall use their its reasonable best efforts to arrange (i) obtain the Financing on the terms and conditions described in the Commitment Letter or on other terms that would not adversely impact the ability of Parent or Merger Subsidiary to consummate the transactions contemplated hereby, including using reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to (i) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein (including any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09Financing Documents, (ii) satisfy maintain in effect the Financing Documents until the Transactions are consummated in accordance with their respective terms, (iii) satisfy, or cause to be satisfied, on a timely basis all conditions to the closing of and covenants funding under the Financing Documents applicable to Parent in Merger Sub, including paying when due all commitment fees and other fees arising under the Commitment Letter that are within its control Financing Documents as and otherwise comply with its obligations when they become due and payable thereunder, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, and (iv) enforce its rights under the Commitment Letter, and (v) subject to the terms and conditions contemplated by the Commitment Letter, consummate consummating the Financing at or prior to the Closing. Parent shall have Effective Time in accordance with the right from time to time to amend, replace, supplement terms of the Financing Documents; provided that Merger Sub may amend or otherwise modify, or waive any of its rights under, modify the Commitment LetterFinancing Documents, and/or substitute other debt financing for elect to replace all or any portion of the Debt Financing or increase the amount of debt financing to be obtained with alternative debt financing subject only to such conditions to funding as are substantially similar, or are not less favorable in aggregate, from the same and/or alternative Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as standpoint of the date Company and its shareholders (other than the holders of this Agreement; providedExcluded Shares and Continuing Shares), that any such amendment, replacement, supplement or other modification to or waiver of any provision of than the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not (i) impose any additional terms and conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment LetterFinancing Documents as in effect on the date hereof (the “Alternative Financing”), in each case only so long as (A) the aggregate proceeds of the Debt Financing (as amended or modified) and/or the Alternative Financing, together with the aggregate proceeds of the Equity Financing and an amount of Available Cash that equals or exceeds the Offshore Available Cash Amount, will be sufficient for Merger Sub and the Surviving Company to pay (i) the Merger Consideration, and (ii) any other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions contemplated hereby and (B) such amendment or modification or the Alternative Financing would not (i) prevent, materially delay or materially impede or impair the ability of Merger Sub to consummate the Transactions or (ii) adversely impact in any material respect the ability of Parent or Merger Subsidiary Sub to enforce its rights against the other parties to the Debt Commitment Letter Letters or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together any definitive agreements with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreementrespect thereto. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach not release or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related consent to the Financing of which Parent or its Affiliates becomes aware; (B) termination of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions obligations of the Commitment Letter financing sources under any Financing Documents or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or . Merger Sub believes shall promptly notify the Company as soon as it engages or participates in good faith that it will not be able to obtain all discussions or any portion of negotiations regarding the Alternative Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the definitive documents related and deliver to the Financing; provided, that in no event will Parent Company true and complete copies of all Contracts or Merger Subsidiary be under other arrangements pursuant to which any obligation alternative sources have committed to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested provide the Alternative Financing (the “Alternative Financing Documents”) (except for purposes of litigation. As soon customary engagement and fee letters) as reasonably practicable, but in any event within three (3) Business Days promptly as practicable after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentenceexecution thereof. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Financing Documents and to the extent is not replaced by the Alternative Financing, Merger Sub 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 Merger Sub be deemed or construed to require, Merger Sub to agree to terms and conditions in the aggregate that are less favorable to Merger Sub or the Surviving Company (or any of their Affiliates) than, those contemplated by the Debt Commitment Letter Letters and/or, if applicable, the Alternative Financing Documents (in each case, whether to secure waiver of any conditions contained therein or otherwise). (c) Subject to the terms and conditions of this Agreement, Merger Sub agrees not to amend, modify or waive any provision of the Financing Documents, if such amendment, modification or waiver reduces (or would reduce) the aggregate amount of the Financing or imposes new or additional conditions or otherwise expands, amends or modifies the conditions to the Financing in a manner that would be expected to prevent or materially delay the ability of the Company or Merger Sub to consummate the Transactions or otherwise adversely impact the ability of Merger Sub to enforce its rights against the other parties to the Financing Documents. Merger Sub shall give the Company prompt notice (i) upon becoming aware of 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 Financing Documents. (d) The Company agrees to provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide to Merger Sub, all reasonable cooperation as may be requested by Merger Sub or its Representatives in connection with the Debt Financing and/or Alternative Financing and the Transactions, including (i) participation in meetings, presentations, due diligence sessions, road shows, sessions with rating agencies and other meetings, including arranging for reasonable direct contact between senior management, representatives and advisors of the Company or its Subsidiaries with Representatives of Merger Sub and any sources or prospective sources of the Debt Financing and/or Alternative Financing, (ii) assisting in the preparation of offering memoranda, private placement memoranda, bank information memoranda, prospectuses, rating agency presentations, other marketing documents and similar documents reasonably requested by Merger Sub or its Representatives in connection with the Debt Financing and/or Alternative Financing (including any “market flex” provisions), Parent shall use its using reasonable best efforts to arrange 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 Merger Sub 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 Onshore 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 Merger Sub or any sources or prospective sources of the Debt Financing and/or Alternative Financing and is reasonably available to the Company and using commercially reasonable best efforts to cause the Company’s independent accountants to provide assistance and cooperation in connection therewith to Merger Sub and any sources or prospective sources of the Debt Financing and/or Alternative Financing, (iv) reasonably cooperating with advisors, consultants and accountants of Merger Sub 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 Merger Sub and otherwise facilitating the pledging of collateral, (vi) (A) to the extent customary 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 Merger Sub and its Representatives, as well as any prospective sources of the Debt Financing and/or Alternative Financing, promptly (and, provided that Merger Sub shall have requested, in writing, such information from the Company at least fifteen (15) Business Days prior to the Closing, then in any event at least ten (10) Business Days prior to the Closing) with all documentation and other information required with respect to the Debt Financing and/or Alternative Financing under applicable “know your customer” and anti-money laundering rules and regulations, provided that the information provided to such prospective sources shall be subject to the terms of the Confidentiality Agreements, (ix) using reasonable best efforts to obtain alternative financing from alternative sources on terms any necessary rating agencies’ confirmation or approval of the Debt Financing and/or Alternative Financing, and conditions not materially less favorable (x) taking all corporate actions reasonably necessary to Parent permit the consummation of the Debt Financing and/or Alternative Financing, including the execution and delivery of any other certificates, instruments or documents contemplated by the Debt Financing and/or Alternative Financing and reasonably requested by Merger Subsidiary in an amount sufficient Sub and to permit the proceeds thereof to be made available at Closing to consummate the transactions contemplated Transactions. Neither the Company nor any of its Subsidiaries shall be required to (x) pay any commitment or similar fee prior to the Effective Time or (y) commit to taking any action that is not contingent upon the Closing (including entry into any agreement) or would be effective prior to the Effective Time or that would otherwise subject it to actual or potential liability in connection with 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; provided that Merger Sub shall ensure that such logos are used solely in a manner that is not intended, or that is not reasonably likely, to harm or disparage the Company or the Company’s reputation or goodwill. (e) Merger Sub shall, promptly upon request by the Company, reimburse the Company following the valid termination of this Agreement (for all reasonable and documented out-of-pocket costs incurred by the Company or its Subsidiaries in connection with any such alternative financing, any amended or substitute financing permitted by cooperation provided pursuant to this Section 8.09(a)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 suffered or incurred by them in connection with the Financing, an “Available Financing”). In the event that on the final day of the Marketing Period (i) all or any portion arrangement of the Financing structured as High Yield Financing has not been consummatedand any information utilized in connection therewith, (ii) all closing conditions contained except in Article 9 the event such liabilities, expenses or losses arose out of or result from the fraud, gross negligence, recklessness or willful misconduct of the Company, its Subsidiaries or any of their respective Representatives. Merger Sub acknowledges and agrees that the Company and its Subsidiaries and their respective Representatives shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until the Closing) and (iii) all conditions not, prior to the Bridge Financing set forth Effective Time, incur any liability to any person under any financing that Merger Sub may raise in connection with the Commitment Letter have been satisfied, then Parent 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 on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the FinancingTransactions.

Financing. (a) Parent Notwithstanding anything contained in this Agreement to the contrary, Soap acknowledges and Merger Subsidiary agrees that Soap’s obligations hereunder are not conditioned in any matter upon Soap obtaining any financing. (b) Soap shall use their its reasonable best efforts to (i) arrange the Financing on the terms and conditions described in the Debt Commitment Letter or on other terms that would not adversely impact the ability of Parent or Merger Subsidiary to consummate the transactions contemplated herebyLetters, including using reasonable best efforts (taking into account the anticipated timing of the Marketing Periodii) to (i) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein (including any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09the Debt Commitment Letters, (iiiii) satisfy on a timely basis all conditions and covenants applicable to Parent funding in the Debt Commitment Letter that are within its control Letters and otherwise comply with its obligations thereunder, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummatedsuch definitive agreements thereto, (iv) enforce its rights under the Commitment Letter, and (v) subject to the terms and conditions contemplated by the Commitment Letter, consummate the Financing at no later than the Closing, including using its reasonable best efforts (including through litigation in good faith) to cause the Lenders and the other persons committing to fund the Financing to fund the Financing no later than the Closing. Parent Soap 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 LetterLetters or the definitive agreements with respect thereto, and/or substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as of the date of this Agreementfinancing sources; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter Financing or such definitive agreements that amends the Financing and/or substitution of all or any portion of the Financing shall not (iA) reduce the aggregate amount of the Financing to an amount committed below the amount that is required to consummate the Merger and repay or refinance the Indebtedness set forth in Section 3.17(a)(ii) of the Dish Disclosure Letter; (B) impose any new or additional conditions precedent or otherwise expand upon the conditions precedent to the Financing as set forth in the Debt Commitment LetterLetters; (C) prevent, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the funding of the Financing or the consummation of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent hereunder or (D) materially and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary Soap to enforce its rights against the other parties to the Debt Commitment Letter Letters or (iii) prevent the definitive agreements with respect thereto. Soap shall promptly deliver to Dish copies of any such amendment, replacement, supplement, modification or impede or delay waiver. In the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication event that any portion of the Financing becomes unavailable in the manner or from the sources contemplated in the Debt Commitment Letters for any reason, (A) Soap shall promptly notify Dish and (B) Soap shall use its reasonable best efforts to arrange to obtain any such portion from alternative sources, on terms that are not materially adverse to Soap, as promptly as practicable following the occurrence of such event, including entering into definitive agreements with respect thereto (such definitive agreements entered into pursuant to the extent permitted first or second sentence of this Section 5.17(b) being referred to as the “Financing Agreements”). Soap shall use the bridge facility (if any) contemplated by the Debt Commitment Letter Letters as necessary to cause the Closing to occur by the third (3rd) Business Day following the day on which the conditions set forth in Article VI hereof have been satisfied or duly waived (other than those conditions that by their nature are to be satisfied at the Closing but subject to the satisfaction or waiver of those conditions). Soap shall, and shall not use its reasonable best efforts to cause its Representatives to, comply with the terms, and satisfy on a timely basis the conditions, of the Debt Commitment Letters, any alternative financing commitments, the Financing Agreements and any related fee and engagement letters. Any material breach of the Debt Commitment Letters, the Financing Agreements, any alternative financing commitment and any related fee and engagement letter by Soap shall be deemed a willful and material breach by Soap of this Section 5.17. Soap shall (x) furnish to violate Parent’s obligations under this Agreement. Without limiting the generality Dish complete, correct and executed copies of the foregoingFinancing Agreements promptly upon their execution (provided that the amount of fees and certain other economic terms may be redacted), Parent and Merger Sub shall (y) give the Company Dish prompt notice: notice (A1) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any of the Debt Commitment Letter Letters, any alternative financing commitment or definitive document related to the Financing Agreements of which Parent Soap becomes aware or its Affiliates becomes aware; any termination thereof, (B2) of the receipt of any written notice or other written communication communication, in each case from any Person Financing source, with respect to any: (xA) any actual or potential material breach, material default, termination or repudiation by any party to the Debt Commitment Letters, any Commitment Letter alternative financing commitment or any definitive document related to the Financing or Agreements of any provisions of the Debt Commitment Letter Letters, any alternative financing commitment or any definitive document related to the Financing Agreements or (yB) material dispute or disagreement between or among any parties to the Debt Commitment Letters, any Commitment Letter alternative financing commitment or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations Agreements with respect to the terms obligation to fund the Financing or the amount of the Financing to be funded at Closing or any definitive agreement with respect thereto); and (C3) if at any time for any reason Parent or Merger Sub Soap believes in good faith that it will not be able to obtain all or any portion of the Financing on the termsterms and conditions, in the manner or from the sources contemplated by the Debt Commitment Letter Letters, any alternative financing commitment or the definitive documents related Financing Agreements and (z) otherwise keep Dish reasonably informed of the status of Soap’s efforts to arrange the Financing; provided, that in no event will Parent Financing (or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigationreplacement thereof). As soon as reasonably practicable, but in any event within three (3) two Business Days after of the date the Company Dish delivers Parent or Merger Sub to Soap a written request, Parent and Merger Subsidiary Soap shall provide any information reasonably requested by the Company Dish relating to any circumstance referred to in clause (A), (B) or (Cy) of the immediately preceding sentence. (c) Dish shall, and subject shall cause the Dish Subsidiaries to, and shall use commercially reasonable efforts to cause its Representatives to, at Soap’s sole expense, reasonably cooperate to assist Soap in causing the conditions in the Financing Agreements to be satisfied and as otherwise may be necessary or desirable in connection with the arrangement and consummation of the Financing as may be reasonably requested by Soap (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of Dish and the Dish Subsidiaries). Such cooperation shall include, at the reasonable request of Soap (i) participating in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers for the Financing or any alternative financing and senior management and Representatives, with appropriate seniority and expertise, of Dish), presentations, road shows, due diligence sessions (including accounting due diligence sessions), drafting sessions and sessions with rating agencies; (ii) assisting with the preparation of customary materials for rating agency presentations, offering documents, bank information memoranda and other documents or memoranda required in connection with the Financing (including information to be used in the preparation of an information package regarding the business, operations, financial projections and prospects of Soap and Dish customary for such financing or reasonably necessary for the completion of the Financing by Soap’s financing sources); (iii) furnishing Soap and its Lenders as promptly as reasonably practicable with financial information, regarding Dish and the Dish Subsidiaries as may be reasonably requested by Soap in writing in connection with the Financing, including (A) all financial statements and financial and other data of the type required by Regulation S-X and Regulation S-K under the Securities Act for registered offerings of debt securities, and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information and other documents required to satisfy any customary negative assurance opinion, to consummate the Financing at the time or times the Financing is to be consummated), (B) all of the information and data related to Dish and its Subsidiaries necessary to satisfy the requirements of Sections 2, 3, 5a and 5b of Exhibit D of the Debt Commitment Letters and (C) other documents required to consummate the Financing at the time or times the Financing is to be consummated, and appropriate comparable information if a portion of the Financing is consummated prior to the proviso Closing Date; provided that Dish shall only be required to furnish pro forma financial statements or other pro forma financial information if Soap has provided Dish information relating to the proposed debt and equity capitalization at least 15 days prior to the date pro forma financial statements are required to be delivered (information and data required to be delivered pursuant to clauses (A) and (B) of this clause (iii) being referred to as the immediately preceding sentence. In “Required Financial Information”); (iv) reasonably cooperating with the event marketing efforts of Soap and its financing sources for any portion of the Financing becomes unavailable on (including consenting to the terms use of Dish’s and conditions contemplated the Dish Subsidiaries’ logos; provided, that such logos are used solely in the Commitment Letter manner that is not intended to or reasonably likely to harm or disparage Dish or the Dish Subsidiaries or the reputation or goodwill of Dish or any of the Dish Subsidiaries); (v) reasonably facilitating the pledging of collateral to be pledged under the Financing at or after the Closing and execution and delivery of definitive financing documents and customary deliverables; provided, that such pledges or documents will not take effect until the Effective Time; (vi) using commercially reasonable efforts to obtain accountants’ comfort letters, accountants’ consent letters and assisting Soap and Merger Sub with obtaining legal opinions as reasonably requested by Soap; (vii) executing and delivering (or using commercially reasonable efforts to obtain from its advisors), and causing the Dish Subsidiaries to execute and deliver (or use commercially reasonable efforts to obtain from its advisors), customary certificates or other documents and instruments relating to guarantees and other matters ancillary to the Financing as may be reasonably requested by Soap as necessary and customary in connection with the Financing; provided, that such documents will not take effect until the Effective Time; (viii) assisting in (A) the preparation of and entering into one or more credit agreements, currency or interest hedging agreements, or other agreements or (B) the amendment of any of Dish’s of the Dish Subsidiaries’ existing credit agreements, currency or interest hedging agreements, or other agreements, in each case, on terms reasonably satisfactory to Soap and that are reasonably requested by Soap in connection with the Financing; provided, that no obligation of Dish or any of the Dish Subsidiaries under any such agreements or amendments shall be effective until the Effective Time; (ix) using its commercially reasonable efforts, as appropriate, to have its independent accountants provide their reasonable cooperation and assistance; (x) using its commercially reasonable efforts to permit any cash and marketable securities of Dish and the Dish Subsidiaries to be made available to Soap at the Closing; (xi) providing customary authorization letters to the financing sources authorizing the distribution of information to prospective lenders and containing a representation to such financing sources that the public side versions of such documents, if any, do not include material non-public information about Dish or its affiliates or securities; (xii) providing audited consolidated financial statements of Dish covering the three fiscal years immediately preceding the Closing for which audited consolidated financial statements are currently available, unaudited financial statements (excluding footnotes) for any interim monthly or quarterly period or periods of Dish ended after the date of the most recent audited financial statements and at least 45 days prior to the Closing Date (within 45 days after the end of each such period); and (xiii) cooperating reasonably with Soap’s financing sources’ due diligence, to the extent customary and reasonable and to the extent not unreasonably interfering with the business of Dish and the Dish Subsidiaries. (d) Soap shall promptly, upon request by Dish, reimburse Dish for all of its and the Dish Subsidiaries documented reasonable out-of-pocket costs and expenses (including accountants’ fees and reasonable attorneys’ fees) incurred by Dish and the Dish Subsidiaries in connection with the cooperation of Dish and the Dish Subsidiaries contemplated by this Section 5.17. Notwithstanding anything in this Agreement to the contrary, neither Dish nor any “market flex” provisionsof the Dish Subsidiaries shall be required to pay any commitment or other similar fee or incur any other liability or obligation in connection with the Financing (or any replacements thereof) prior to the Effective Time for which it is not reimbursed or indemnified by Soap. If the Effective Time does not occur, Dish, the Dish Subsidiaries and their respective officers, directors and Representatives shall be indemnified and held harmless by Soap 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 and any information utilized in connection therewith (other than information provided by or on behalf of Dish or the Dish Subsidiaries), Parent in each case except to the extent such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties arise from Dish’s, the Dish Subsidiaries’ or its Representatives’ gross negligence, bad faith or willful misconduct, as determined by a court of competent jurisdiction. (e) Soap acknowledges and agrees that Dish and the Dish Subsidiaries and their respective Affiliates and employees have no responsibility for, or obligation with respect to, any financing that Soap may raise in connection with the transactions contemplated hereby, other than, and solely to the extent of, the obligation to cooperate as provided in Section 5.17(c), Section 5.18(a), Section 5.18(b) and Section 5.18(c). (f) Soap shall use its reasonable best efforts to arrange cause the Marketing Period to obtain alternative financing from alternative sources on terms commence promptly after satisfaction of the conditions set forth in Section 6.1(a) and conditions not materially less favorable to Parent Section 6.1(b). Soap and Merger Subsidiary in an amount sufficient Sub shall provide notice to consummate Dish within 24 hours (i) of the transactions contemplated by this Agreement (any such alternative financing, any amended or substitute financing permitted by this Section 8.09(a), and the Financing, an “Available Financing”). In the event that on the final day commencement of the Marketing Period (i) all or any portion of the Financing structured as High Yield Financing has not been consummated, and (ii) all closing conditions contained in Article 9 shall have been satisfied if Soap or waived (other than those conditions that by their nature will not be satisfied until Merger Sub has determined, or if the Closing) and (iii) all conditions to managing underwriter or lead arranger, as applicable for the Bridge Financing set forth in the Commitment Letter have been satisfiedFinancing, then Parent shall borrow under and use the proceeds of the Bridge Financing (has informed Soap or such alternative bridge financing) to replace such affected portion of the High Yield Financing on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges Merger Sub that it shall have no claims (contractual has determined, that the Marketing Period has been terminated, recommenced or otherwise) against any Financing Source relating to the Merger or the Financingextended.

Financing. (a) Parent and Merger Subsidiary Mercury shall use their its reasonable best efforts to arrange 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 or on other terms that would not adversely impact the ability of Parent or Merger Subsidiary to consummate the transactions contemplated herebyLetter, including using reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to (i) maintain in effect the Commitment Letter, (ii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein (including any the “market flex” provisions) or on other terms reasonably acceptable contemplated by the Commitment Letter (any such agreements the “Financing Definitive Agreements”), and execute and deliver to Parent Saturn a copy thereof as promptly as practicable (and not in violation of this Section 8.09no later than one (1) Business Day) after such execution, (iiiii) satisfy on a timely basis all conditions and covenants applicable to Parent the Financing in the Commitment Letter or the Financing Definitive Agreements that are within its the control of Mercury and otherwise comply with its obligations thereunder, (iiiiv) maintain consummate the Financing at or prior to the Closing; provided, that under no circumstances shall Mercury or any of its Subsidiaries be required to issue, or permit Saturn or any of its Subsidiaries to issue, any equity or debt securities, incur, or permit Saturn or any of its Subsidiaries to incur, Indebtedness (other than pursuant to the Financing) or sell, dispose or otherwise transfer, or permit Saturn or any of its Subsidiaries to sell, dispose or otherwise transfer, any assets in effect order to satisfy any conditions in the Commitment Letter until the transactions contemplated by this Agreement are consummated, or in order to arrange or obtain any Financing and (ivv) enforce its rights under the Commitment LetterLetter or the Financing Definitive Agreements in the event of a breach by the financing sources that impedes or delays the Closing, and (v) subject including seeking specific performance of the parties thereunder. In the event that all conditions to the terms Commitment Letter or the Financing Definitive Agreements have been satisfied or, upon funding will be satisfied, Mercury shall use its reasonable best efforts to cause the lenders and conditions the other Persons providing such Financing to fund on the Closing Date the Financing required to consummate the Mergers and the other transactions contemplated by this Agreement (including by taking enforcement action, including seeking specific performance, to cause such lenders and the Commitment Letter, consummate the other Persons providing such Financing at the Closingto fund such Financing). Parent Mercury 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, Letter or the Financing Definitive Agreements and/or substitute other debt or equity financing for all or any portion of the Financing from the same and/or alternative Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as of the date of this Agreementfinancing sources; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter or the Financing Definitive Agreements that amends the Financing and/or substitution of all or any portion of the Financing shall not (iA) impose any additional conditions precedent or expand upon the conditions precedent or contingencies to the funding on the Closing Date of the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or the Financing Definitive Agreements or (iiiB) prevent or impede or materially delay the consummation of the Merger Mergers and the other transactions contemplated by this Agreement. Parent Mercury shall be permitted to reduce the amount of Financing under the Commitment Letter or the Financing Definitive Agreements in its reasonable discretion; provided, that Parent Mercury shall not reduce the Financing to an amount committed below the amount that is required, together with other the Repayment Amount and the financial resources of Parent and Merger Subsidiary Mercury, including cash, cash equivalents on hand and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Datesecurities, to consummate the Merger on the terms contemplated by this AgreementMergers; and provided provided, further, that such reduction shall not (ix) impose any additional conditions precedent or expand upon the conditions precedent or contingencies to the funding on the Closing Date of the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or the Financing Definitive Agreements or (iiiy) prevent or materially impede or materially delay the consummation of the Merger Mergers and the other transactions contemplated by this Agreement. If any portion of the Financing becomes unavailable or Mercury becomes aware of any event or circumstance that makes any portion of the Financing unavailable, in each case, on the terms and conditions (including the “flex” provisions) contemplated in the Commitment Letter or the Financing Definitive Agreements and such portion is reasonably required to fund the aggregate Cash Consideration, Mercury 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, upon terms and conditions not materially less favorable, in the aggregate, to Mercury or the Saturn Merger Surviving Corporation than those in the Commitment Letter or the Financing Definitive Agreements as promptly as practicable following the occurrence of such event. Mercury shall give Saturn prompt oral and written notice (but in any event not later than one (1) Business Day after the occurrence) of any material breach by any party to the Commitment Letter or the Financing Definitive Agreements or of any condition not likely to be satisfied, in each case, of which Mercury has Knowledge, any termination of the Commitment Letter or the Financing Definitive Agreements. Mercury shall keep Saturn informed on a reasonably current basis of the status of its efforts to consummate the Financing. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s Mercury's obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub . (b) Saturn shall give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the definitive documents related to the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentenceprovide, and subject to the proviso of the immediately preceding sentence. In the event any portion of the Financing becomes unavailable on the terms shall cause its Subsidiaries, and conditions contemplated in the Commitment Letter (including any “market flex” provisions), Parent shall use its reasonable best efforts to arrange cause each of its and their respective Representatives, including legal, tax, regulatory and accounting, to provide all cooperation reasonably requested by Mercury in connection with the Financing or any alternate debt financing or debt securities issuance in connection with the financing of the Mergers (collectively the “Financing Arrangements”) (provided, that such requested cooperation does not unreasonably interfere with the ongoing operations of Saturn and its Subsidiaries), including (i) providing financial and other information relating to Saturn and its Subsidiaries to Mercury and the lenders and other financial institutions and investors that are or may become parties to the Financing Arrangements and to any underwriters, initial purchasers or placement agents in connection with the Financing Arrangements (the “Financing Parties”) that is customary for such financing or reasonably necessary for the completion of the Financing by the Financing Parties, including information regarding the business, operations, financial projections and prospects of Saturn and its Subsidiaries that is customary for such financing or reasonably necessary for the completion of the Financing by the Financing Parties, (ii) participating and causing senior management of Saturn to participate in a reasonable number of meetings (including customary one-on-one meetings) with any Financing Parties and other presentations, road shows, drafting sessions, due diligence sessions (including accounting due diligence sessions) and sessions with the rating agencies as are reasonably necessary for the completion of the Financing by the Financing Parties, (iii) assisting in the preparation of (A) any customary offering documents, bank information memoranda, Forms 8-K, registration statements, prospectuses and similar documents (including all historical and pro forma financial statements and information regarding Saturn and its Subsidiaries that is required by Regulations S-K and S-X to be included or incorporated by reference in a registration statement) for any of the Financing Arrangements or offering of debt securities in connection therewith, and (B) materials for rating agency presentations, (iv) cooperating with the marketing efforts for any of the Financing Arrangements (including consenting to the use of Saturn’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 Saturn or its Subsidiaries or the reputation or goodwill of Saturn or any of its Subsidiaries), (v) assisting 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 its advisors), (A) credit agreements and other loan documents, underwriting or note purchase agreements, indentures, currency or interest hedging agreements and other contracts in connection with any of the Financing Arrangements (collectively, the “Financing Documents”), customary certificates (including a certificate of the principal financial officer of Saturn or any Subsidiary with respect to solvency matters), legal opinions or other documents and instruments relating to guarantees and other matters ancillary to the Financing as may be reasonably requested by Mercury in connection with any of the Financing Arrangements and other documents required to be delivered under the Financing Documents and (B) the amendment of any of Saturn’s or its Subsidiaries’ existing credit agreements, currency or interest hedging agreements, or other agreements, in each case, on terms satisfactory to Mercury and that are reasonably requested by Mercury in connection with any of the Financing Arrangements; provided, that no obligation of Saturn or any of its Subsidiaries under any such agreements or amendments shall be effective until the Closing and; provided, further, that Saturn may reasonably deny such request, (vi) using its reasonable best efforts, as appropriate, to have its independent accountants provide their reasonable cooperation and assistance, including providing customary comfort letters to the underwriters in connection with the initial purchase of any securities in connection with any Financing Arrangements and providing customary consents to inclusion of their audit reports in registration statements of Mercury or Saturn, (vii) using its reasonable best efforts to permit any cash and marketable securities of Saturn and its Subsidiaries to be made available to Mercury at the Closing, (viii) providing authorization letters to the Financing Parties authorizing the distribution of information to prospective lenders or investors and containing a representation to the Financing Parties that the public side versions of such documents, if any, do not include material nonpublic information about Saturn or its Affiliates or securities, (ix) using its reasonable best efforts to ensure that the Financing Parties benefit from the existing lending relationships of Saturn and its Subsidiaries, (x) cooperating reasonably with the Financing Parties’ due diligence investigation of Saturn and its subsidiaries, including due diligence performed by any Financing Parties and their respective counsel in connection with any of the Financing Arrangements, to the extent customary and reasonable and to the extent not unreasonably interfering with the business of Saturn and (xi) at the request of Mercury, use its reasonable best efforts to file a registration statement on Form S-3 with respect to a guarantee by Saturn of Indebtedness of Mercury which becomes automatically effective which registers Saturn’s issuance or guarantee of the debt securities to be issued in connection with any Financing Arrangements, which guarantees shall not be effective prior to and only upon the Closing; provided that in no event shall Saturn be required to take any actions that would encumber any of its assets prior to the consummation of the Mergers or that would result in a breach of any of its Contracts; and provided, further, that until the Subsequent Effective Time occurs, neither Saturn 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 credit agreement or any related document or any other agreement or document related to the Financing (or alternative financing from that Mercury may raise in connection with the transactions contemplated by this Agreement) or (z) be required to incur any other liability in connection with the Financing (or any alternative sources on terms financing that Mercury may raise in connection with the transactions contemplated by this Agreement) unless reimbursed or reasonably satisfactorily indemnified by Mercury. (c) Mercury (i) shall promptly, upon request by Saturn, reimburse Saturn for all reasonable and conditions documented out-of-pocket costs (including reasonable attorneys’ fees) to the extent incurred by Saturn, any of its Subsidiaries or their respective Representatives in connection with the cooperation of Saturn and its Subsidiaries contemplated by this Section 6.10, (ii) acknowledges and agrees that Saturn, its Subsidiaries and their respective Representatives shall not materially less favorable have any responsibility for, or incur any liability to Parent and Merger Subsidiary any Person under any of the Financing Arrangements that Mercury may request in an amount sufficient to consummate connection with the transactions contemplated by this Agreement and (iii) shall indemnify and hold harmless Saturn, its Subsidiaries 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 any of the Financing Arrangements or Financing Documents and any information used in connection therewith, other than with respect to any information provided by Saturn or any of its Subsidiaries, except in the event that such alternative financinglosses, any amended damages, claims, costs or substitute financing permitted by this Section 8.09(a)expenses arose out of or result from the willful misconduct or gross negligence of Saturn, and the Financing, an “Available Financing”). its Subsidiaries or their respective Representatives. (d) In the event that on the final day Commitment Letter is, or the Financing Definitive Agreements are amended, replaced, supplemented or otherwise modified, including as a result of the Marketing Period (i) obtaining alternative financing in accordance with Section 6.10(a), or if Mercury substitutes other financing for all or any a portion of the Financing structured as High Yield Financing has not been consummatedFinancing, (ii) all closing conditions contained each of Mercury and Saturn shall comply with its covenants in Article 9 shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until the ClosingSections 6.10(a) and (iiib) all conditions with respect to the Bridge Financing set forth in the Commitment Letter or the Financing Definitive Agreements, as so amended, replaced, supplemented or otherwise modified and with respect to such other financing to the same extent that Mercury and Saturn would have been satisfiedobligated to comply with respect to the Financing and the provisions in Sections 1.2, then Parent shall borrow under 8.1(b)(ii) and use the proceeds of the Bridge Financing (or such alternative bridge financing) to replace such affected portion of the High Yield Financing on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source 10.11 relating to the Merger Commitment Letter or the FinancingFinancing Definitive Agreements and the Financing shall be deemed to refer to the Commitment Letter or the Financing Definitive Agreements as so amended, replaced, supplemented or otherwise modified and to such other financing, as applicable.

Financing. (a) Parent and Merger Subsidiary Buyer shall use their its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange the Debt Financing as promptly as practicable following the date of this Agreement and to consummate the Debt Financing on the terms and conditions described in the Commitment Letter or on other terms that would not adversely impact the ability of Parent or Merger Subsidiary to consummate the transactions contemplated herebyClosing Date, including using reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to following: (i) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein (including any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent in the Commitment Letter that are within its control and otherwise comply with its obligations thereunder, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Commitment Letter, and (v) subject to the terms and conditions contemplated by the Commitment Letter, consummate the Financing at the Closing. Parent 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 financing (but not equity financing) for all or any portion of the Debt Financing from the same and/or financing sources or alternative Financing Sourcesfinancing sources (with Parent’s consent), including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as of the date of this Agreement; provided, that if any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Debt Financing and/or substitution of all or any portion of the Debt Financing shall not (i) impose any new or additional conditions precedent or expand upon or modify the conditions precedent to the Debt Financing as set forth in the Debt Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement, (iii) adversely impact the ability of Buyer to enforce its rights under the Debt Commitment Letter or (iv) provide for terms and conditions (including any “flex” provisions) that are, in the aggregate, less favorable to Buyer and the Sellers than those in the Debt Commitment Letter. Parent Buyer shall not be permitted to reduce the amount of Debt Financing under the Debt Commitment Letter unless it provides an equity commitment letter of a corresponding amount. (ii) participation by senior management of Buyer in, and assistance with, the preparation of rating agency presentations and meetings with rating agencies; (iii) satisfying on a timely basis (or obtain a waiver of) all Financing Conditions that are within its control; (iv) negotiating, executing and delivering Debt Financing Documents that reflect the terms contained in its reasonable discretion; provided, that Parent shall not reduce the Debt Commitment Letter (including any “market flex” provisions related thereto) and providing copies of drafts thereof exchanged with the Financing Sources to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, subject to any customary redaction; (v) in the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, event that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in Sections 8.01 and 8.02 and the Commitment LetterFinancing Conditions have been satisfied or, (ii) adversely impact upon funding would be satisfied, causing the ability Financing Sources to fund the full amount of Parent the Debt Financing at or Merger Subsidiary to enforce its rights against the other parties prior to the Commitment Letter or Closing (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For and, for the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent Buyer acknowledges and Merger Sub shall give the Company prompt notice: agrees that (A) in the event that on the final day of the Marketing Period (x) all or a portion of the Debt Financing structured as high yield debt or contemplated to be sold pursuant to a Rule 144A transaction has not been issued or sold, (y) all conditions precedent to Buyer’s obligations hereunder shall have been satisfied or waived (other than those conditions which by their nature will not be satisfied until the Closing) and (z) the bridge financing contemplated by the Debt Commitment Letter is available, then on such date Buyer shall borrow under and use the proceeds of the bridge financing to finance, in part, the Closing Date Payments and (B) Buyer shall comply with any “securities demand” or similar provisions included in the Debt Commitment Letter or any related fee letter and use any proceeds from the sale of securities issued thereunder to finance, in part, the Closing Date Payments); and (vi) enforcing its rights under the Debt Commitment Letters. (b) Buyer shall keep Parent informed in reasonable detail of the status of its efforts to arrange the Debt Financing. Buyer shall give Parent prompt notice (a) of any material breach or material default repudiation, or any anticipated or threatened breach or repudiation (or including any event or circumstance that, with without or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) repudiation), by any party to any Commitment Letter or definitive document related Party to the Financing Debt Commitment Letters of which Parent Buyer or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing aware or (yb) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excludingif, for the avoidance of doubtany reason, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub Buyer no longer believes in good faith that it will not be able to obtain all or any portion of the Debt Financing on the terms, in the manner or from the sources contemplated by the Debt Commitment Letter or the definitive documents related to the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event any portion of the Financing becomes unavailable Letters on the terms described therein. Without limiting Buyer’s other obligations under this Section 5.15, if a Financing Failure Event occurs, Buyer shall (i) promptly notify Parent of such Financing Failure Event and conditions contemplated the reasons therefor, (ii) in consultation with the Commitment Letter (including any “market flex” provisions)Parent and the Sellers, Parent shall use its reasonable best efforts to arrange obtain (on terms as favorable to obtain Buyer in the aggregate as are reasonably available for financings of the type contemplated by the Debt Commitment Letter in the debt markets at such time) alternative financing from alternative sources on terms and conditions not materially less favorable to Parent and Merger Subsidiary financing sources, in an amount sufficient to make the Closing Date Payments and any payments pursuant to Section 2.06 and consummate the transactions contemplated by this Agreement (any Agreement, as promptly as practicable following the occurrence of such alternative financingevent, any amended or substitute financing permitted by this Section 8.09(a), and the Financing, an “Available Financing”). In the event that on the final day of the Marketing Period (i) all or any portion of the Financing structured as High Yield Financing has not been consummated, (ii) all closing conditions contained in Article 9 shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until the Closing) and (iii) all conditions use its reasonable best efforts to obtain, and when obtained, provide Parent and the Bridge Financing set forth Sellers with a copy of, a replacement financing commitment in accordance with Section 5.15(a)(i) that provides for such alternative financing. (c) As promptly as practicable following the Commitment Letter have been satisfied, then Parent shall borrow under and use the proceeds receipt of the Bridge financial information required by clause (A) of the definition of Financing Information, Holdings shall prepare and file with the SEC a prospectus supplement to its currently effective Registration Statement on Form S-3 with respect to, and commence an offering of, the common stock of Holdings (or such alternative bridge financing) the “Common Stock Offering”), which Buyer will use to replace such affected pay a portion of the High Yield Financing Purchase Price for the Equity Interests on the Closing Date. Notwithstanding . (d) As promptly as practicable following the foregoing consummation of the Common Stock Offering (and in any event following the receipt of the financial information required by clause (A) of the definition of Financing Information), Holdings shall prepare and file with the SEC and deliver to holders of its common stock a prospectus supplement for a rights offering on the terms and conditions described in the Parent Backstop generating gross proceeds to Holdings of no less than $125 million less the net proceeds received by Holdings pursuant to the Common Stock Offering (the “Subscription Rights Offering”). (e) Prior to the Closing Date, Buyer shall promptly notify Parent upon the receipt of any comments from the SEC or anything else set forth hereinits staff or any request from the SEC or its staff with respect to the Common Stock Offering or the Subscription Rights Offering, and Buyer and Holdings shall provide Parent with copies of all correspondence between it and its Representatives, on the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source one hand, and the SEC and its staff, on the other hand, relating to the Merger Common Stock Offering or the FinancingSubscription Rights Offering or the transactions contemplated hereby. Buyer and Holdings shall use their reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Common Stock Offering or the Subscription Rights Offering or the transactions contemplated hereby.

Financing. (a) Parent and Merger Subsidiary shall use their reasonable best efforts not agree to arrange the Financing on the terms and conditions described in the Commitment Letter or on other terms that would not adversely impact the ability of Parent or Merger Subsidiary to consummate the transactions contemplated hereby, including using reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to (i) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein (including permit any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent in the Commitment Letter that are within its control and otherwise comply with its obligations thereunder, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Commitment Letter, and (v) subject to the terms and conditions contemplated by the Commitment Letter, consummate the Financing at the Closing. Parent shall have the right from time to time to amend, replaceamendment, supplement or otherwise modifyother modification of, or any termination of, or waive any of its rights under, the Commitment LetterFinancing Letters, and/or substitute other debt financing for all in each case, without the Company’s prior written consent (which consent shall not be unreasonably withheld or any portion of the Financing from the same and/or alternative Financing Sourcesdelayed), including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as of the date of this Agreement; provided, that any if such amendment, replacementsupplement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution of all would, or any portion of the Financing shall not would reasonably be expected to, (i) impose any additional conditions precedent reduce the aggregate amount of the Debt Financing, including by changing the amount of fees or expand upon the conditions precedent original issue discount payable pursuant to the Financing as set forth Letters, below the Required Amount (after taking into account cash on hand of Parent and its Subsidiaries that is reasonably expected to be available at the Closing to pay the Required Amount and other committed funds available to Parent or any of its Subsidiaries with conditions to funding no more onerous than those conditions to funding contained in the Debt Commitment Letter whereupon such other committed funding source shall be deemed to also be “Debt Financing” and the documentation in respect thereof shall be deemed to be a “Financing Letter” and a “Debt Commitment Letter”), (ii) impose new or additional conditions to the Debt Financing, or otherwise expand, amend or modify any of the conditions to the Debt Financing in a manner that would be more onerous than those conditions to funding contained in the Debt Commitment Letter on the date hereof, (iii) adversely impact affect the ability of Parent or Merger Subsidiary Sub, as applicable, to enforce its rights against the other parties to the Debt Commitment Letter or the definitive agreements with respect thereto or (iiiiv) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Debt Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the Transactions. Upon any such amendment, supplement or other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication modification of the Financing to Letters in accordance with this Section 5.15(a), the extent permitted by terms “Financing Letters”, “Debt Commitment Letter” and/or “Fee Letters”, as applicable, shall mean the Financing Letters, the Debt Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting and/or the generality of Fee Letters, as the foregoingcase may be, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach as so amended, supplemented or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the definitive documents related to the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (including any “market flex” provisions), Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms and conditions not materially less favorable to Parent and Merger Subsidiary in an amount sufficient to consummate the transactions contemplated by this Agreement (any such alternative financing, any amended or substitute financing permitted by this Section 8.09(a), and the Financing, an “Available Financing”). In the event that on the final day of the Marketing Period (i) all or any portion of the Financing structured as High Yield Financing has not been consummated, (ii) all closing conditions contained in Article 9 shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until the Closing) and (iii) all conditions to the Bridge Financing set forth in the Commitment Letter have been satisfied, then Parent 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 on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the Financingmodified.

Financing. (a) Parent and Merger Subsidiary Acquisition Sub shall use their reasonable best efforts to arrange the Financing on the terms and conditions described in the Commitment Letter take, or on other terms that would not adversely impact the ability of Parent cause to be taken, all actions necessary, proper or Merger Subsidiary advisable to consummate and obtain the transactions contemplated herebyDebt Financing, including using reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to to: (i) maintain in effect the Commitment Letter and negotiate and enter into definitive agreements with respect thereto the Definitive Financing Agreements on the terms and conditions contained therein (including in the Commitment Letter and deliver to the Company a copy of any “market flex” provisions) or on other terms reasonably acceptable Definitive Financing Agreements to Parent and not in violation of this Section 8.09, the extent executed prior to the Effective Time promptly after execution thereof; (ii) satisfy on a timely basis (or obtain waiver of) all conditions and covenants under the Commitment Letter and, if applicable, the Definitive Financing Agreements applicable to Parent and Acquisition Sub; and (iii) as soon as reasonably practicable, consummate, or cause the consummation of, the Debt Financing, including, in the event of a breach by the other parties thereto that impedes or delays or would reasonably be expected to impede or delay the Acceptance Time or the Effective Time, by making written demands and reasonable requests of such parties to cure such breach or otherwise provide reasonable assurances with respect to such party’s obligations thereunder. If all conditions to the lenders’ obligations under the Commitment Letter that are within its control or Definitive Financing Agreements, as applicable, have been satisfied, Parent and otherwise comply with its obligations thereunderAcquisition Sub shall use their reasonable best efforts to cause the lenders providing such Debt Financing to fund, (iii) maintain in effect at the Commitment Letter until the transactions contemplated by this Agreement are consummatedAcceptance Time, (iv) enforce its rights under the Commitment Letter, and (v) subject to the terms and conditions contemplated by the Commitment Letter, consummate the Financing required to satisfy all of Parent’s and Acquisition Sub’s obligations at the ClosingAcceptance Time (provided, however, that nothing herein shall require Parent or Acquisition Sub to take any enforcement action, including through litigation, to cause such lenders to fund such Debt Financing). Parent and Acquisition Sub shall have the right from time to time to amendamend (including, by adding or replacing lenders, lead arrangers, bookrunners, syndication agents or similar entities), replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter, Letter and/or substitute other debt or equity financing for all or any portion of the Debt Financing from the same and/or alternative Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as of the date of this Agreementfinancing sources; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Debt Financing and/or substitution of all or any portion of the Debt Financing shall not, without the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned): (iA) reduce the aggregate amount of the Debt Financing; (B) impose any new or additional conditions precedent or expand upon the conditions precedent contingencies to the Debt Financing as set forth in the Commitment Letter, Letter (ii) adversely impact the ability of Parent unless such conditions precedent or Merger Subsidiary to enforce its rights against the other parties contingencies to the Commitment Letter financing would not be: (1) materially adverse to Parent and Acquisition Sub or the Company; and (2) reasonably expected to prevent or impede or delay the Acceptance Time or the Effective Time); or (iiiC) prevent or impede or delay the consummation of Acceptance Time or the Merger and the other transactions contemplated by this AgreementEffective Time. Parent shall be permitted keep the Company reasonably informed of the status of its efforts to reduce arrange the amount of Financing under the Commitment Letter in its reasonable discretionDebt Financing; provided, that Parent shall not reduce the Financing be under no obligation to disclose any information that is subject to an amount committed below attorney-client or similar privilege or protection; provided, however, that Parent shall give notice to the amount Company of the fact that it is required, together with other financial resources of withholding such information or documents and thereafter Parent and Merger Subsidiary including cashthe Company shall use their respective commercially reasonable efforts to cause such information to be provided in a manner that would not reasonably be expected to waive the applicable privilege or protection. In the event any portion of the Debt Financing becomes unavailable or Parent or Acquisition Sub becomes aware of any event or circumstance that would reasonably be expected to make any portion of the Debt Financing unavailable, cash equivalents in each case, on the terms and marketable securities of conditions contemplated in the Commitment Letter, Parent and Acquisition Sub shall promptly notify the Company and shall use their reasonable best efforts to arrange and obtain from the same and/or alternative financing sources alternative financing upon terms and conditions not materially less favorable, taken as a whole, to Parent, Merger SubsidiaryAcquisition Sub and, with respect to conditions or contingencies to such alternative financing, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as than those set forth in the Commitment Letter, (ii) adversely impact in an amount sufficient, together with any available cash resources, to consummate the ability of Parent or Merger Subsidiary to enforce its rights against Merger, the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger Offer and the other transactions contemplated by this AgreementContemplated Transactions as promptly as practicable following the occurrence of such event. For Parent and Acquisition Sub shall deliver to the avoidance Company true and complete copies of doubt, the syndication all agreements pursuant to any such source of alternative financing shall have committed to provide Parent and Acquisition Sub with any portion of the Debt Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreementpromptly after execution thereof. Without limiting the generality of the foregoing, Parent and Merger Acquisition Sub shall give the Company prompt notice: (Ax) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material potential breach or material default) threatened in writing by any party to any the Commitment Letter or definitive document related to the Financing of any condition which may not be satisfied, in each case, of which Parent or its Affiliates Acquisition Sub becomes awareaware or any termination of the Commitment Letter or the Definitive Financing Agreement that occurs prior to the funding thereunder; (By) of the receipt of any written notice or other written communication from any Person other party thereto with respect to any: (x) actual or potential material any breach, material default, termination or repudiation by any party to any of the Commitment Letter or any definitive document Definitive Financing Agreement related to the Financing or of any provisions of the Commitment Letter Letters or any definitive document the Definitive Financing Agreement, if applicable, related to the Debt Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related that occurs prior to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto)funding thereunder; and (Cz) if at any time for any reason Parent or Merger Acquisition Sub believes in good faith that it will not be able to obtain all or any portion of the Debt Financing on the terms, in the manner or from the sources terms and conditions contemplated by the Commitment Letter or the definitive documents related to the Financing; providedDefinitive Financing Agreements, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigationif applicable. As soon as reasonably practicable, but in any event within three (3) Business Days after following written request by the date the Company delivers Parent or Merger Sub a written requestCompany, Parent and Merger Subsidiary Acquisition Sub shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause “(Ax), ,” “(B) y)” or “(C) z)” of the immediately preceding sentence; provided that they need not provide any information that is subject to contractual confidentiality restrictions, privileged or that is requested for purposes of litigation; provided, however, that, Parent shall: (I) give reasonable notice to the Company of the fact that either it or Acquisition Sub is not providing such information pursuant to this Section 6.12(a); (II) inform the Company with sufficient detail of the reason for not providing such information; and (III) with respect to reasons relating to contractual confidentiality restrictions and privilege, use, and cause Acquisition Sub to use, commercially reasonable efforts to cause the information that is subject to such restriction or privilege to be provided in a manner that would not reasonably be expected to violate such restriction or privilege. On the proviso sixth business day (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) immediately prior to the scheduled Expiration Date, Parent shall make a determination as to whether the Funding Condition is reasonably expected to be satisfied on the scheduled Expiration Date and, if Parent, acting reasonably and in good faith, determines that the Funding Condition is reasonably expected to be satisfied on the scheduled Expiration Date, Parent and Acquisition Sub shall waive such condition prior to 11:59 p.m., Eastern Time, on such sixth business day. (b) Prior to the Acceptance Time, the Company shall, and shall cause each of its Subsidiaries and the Representatives of the immediately preceding sentenceAcquired Corporations to provide, at Parent’s sole expense, cooperation in connection with the arrangement of any Financing as may be reasonably requested by Parent or Acquisition Sub which shall include, but not be limited to, the following: (i) causing the Company’s senior management and finance department, and using commercially reasonable efforts to cause its other Representatives to participate in a reasonable number of meetings, presentations (including marketing (or similar presentations) and lender and other investor presentations), road shows, sessions with rating agencies and due diligence sessions (including accounting due diligence) in connection with any Financing; (ii) assisting in the preparation of customary bank information memoranda and bank syndication materials, rating agency presentations, offering documents, private placement memoranda, prospectuses and similar documents as may be requested or required in connection with any Financing, including the syndication thereof, but in each case, solely with respect to the information relating to the Company and its Subsidiaries; (iii) providing Parent reasonable access at reasonable times all other documentation and information, including all customary financial and other information relating to the Company and its Subsidiaries, and other items, in each case, contemplated by the Commitment Letter and the Definitive Financing Agreements or as otherwise reasonably requested by Parent in connection with any Financing; (iv) providing reasonable access at reasonable times to properties, books and records of the Acquired Corporations as reasonably requested by Parent or the sources of any Financing, including permitting such persons to perform customary “due diligence” in connection with any Financing; (v) using commercially reasonable efforts to cause the Company’s independent public accountants to cooperate with Parent’s commercially reasonable efforts to obtain any Financing, including by participating in drafting sessions and accounting due diligence sessions and by promptly providing, upon request: (A) consent to the incorporation of such auditors’ reports in SEC filings and offering memoranda which include any of the Acquired Corporations’ financial information; and (B) customary comfort letters (including “negative assurance” comfort) upon completion of customary procedures; (vi) furnishing such information and arranging for delivery of any collateral to be physically pledged, in each case, to the extent reasonably necessary to facilitate the pledging of collateral and perfection of liens and the providing of guarantees, in each case, at the Effective Time; and (vii) furnishing all documentation and other information required by any Governmental Body in connection with any Financing under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT ACT; provided, that: (1) such requested assistance and cooperation does not unreasonably interfere with the ongoing operations of the Acquired Corporations; (2) none of the Acquired Corporations shall be required to pay any fees (including commitment or other similar fees) or incur any other liability or expense in connection with the Financing (or any replacement thereof) prior to the Effective Time; (3) no incurrence of Indebtedness or other obligation of any Acquired Corporation under any Financing shall be effective until the Effective Time; (4) no Acquired Corporation shall be required to provide access to or disclose information where the Company reasonably determines that such access or disclosure would jeopardize the attorney-client privilege of an Acquired Corporation or contravene any Legal Requirement or any contract to which an Acquired Corporation is a party; provided that, the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective commercially reasonable efforts to cause such information to be provided in a manner that would not reasonably be expected to waive the applicable privilege or protection; (5) no Acquired Corporation shall be required to: (A) take any action that will conflict with or violate such Acquired Corporation’s organizational documents or any Legal Requirement or result in the contravention of, or that would reasonably be expected to result in a violation or breach of, or default under, any material Contract to which an Acquired Corporation is a party; or (B) issue any bank information memoranda, high-yield offering prospectuses or memoranda required in relation to any Financing (and any such bank information memoranda, high-yield offering prospectuses or memoranda shall reflect the Surviving Corporation and/or its Subsidiaries as the obligors on such Financing); and (6) no Acquired Corporation shall be required to enter into or approve any financing or purchase agreement for any Financing prior to the Effective Time. In Parent shall, reasonably promptly upon request by the Company, reimburse the Company for all out of pocket costs and expenses incurred by any Acquired Corporation in connection with such cooperation and assistance. Parent shall indemnify and hold harmless the Acquired Corporations 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 any Financing or the arrangement of any Financing and any information utilized in connection therewith (other than historical information relating to the Acquired Corporations); except in the event such termination is determined to have arisen out of or resulted from the fraud, willful misconduct, gross negligence or intentional misrepresentation of the Acquired Corporations or their respective Representatives, as determined by a final non-appealable judgment of a court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, the Financing is and will remain the sole responsibility of Parent and Acquisition Sub and none of Acquired Corporations or any of their respective Representatives: (x) shall be required to waive or amend any terms of this Agreement or agree to pay any commitment or other fees or reimburse any expenses prior to the Effective Time, or give any indemnities that are not contingent on the Effective Time; or (y) shall have any liability or incur any losses, damages or penalties with respect thereto. (c) If a Commitment Letter is amended, replaced, supplemented or otherwise modified, including as a result of obtaining alternative financing in accordance with Section 6.12(a), or if Parent substitutes other debt or equity financing for all or a portion of the Financing becomes unavailable on Debt Financing, each of Parent and the terms Company shall comply with its covenants in Section 6.12(a) and conditions contemplated in Section 6.12(b) with respect to the Commitment Letter as so amended, replaced, supplemented or otherwise modified and with respect to such other financing to the same extent that Parent and the Company would have been obligated to comply with respect to the Debt Financing. (d) The Company hereby consents to the use of the trademarks, service marks and logos of the Acquired Corporations in connection with any Financing. (e) 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 governed by the provisions of the Confidentiality Agreement; provided, that notwithstanding the terms of the Confidentiality Agreement, upon notice to the Company, Parent may provide such information to potential sources of capital and to rating agencies and prospective lenders and investors during syndication or placement of any Financing (including any “market flex” provisions), Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms and conditions not materially less favorable to Parent and Merger Subsidiary in an amount sufficient be entered into pursuant to consummate Section 6.12(a)) subject to customary confidentiality arrangements with such Persons regarding such information (it being acknowledged by the transactions contemplated by this Agreement (any such alternative financing, any amended or substitute financing permitted by this Section 8.09(a), and Company that the Financing, an “Available Financing”). In the event that on the final day of the Marketing Period (i) all or any portion of the Financing structured as High Yield Financing has not been consummated, (ii) all closing conditions contained in Article 9 shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until the Closing) and (iii) all conditions to the Bridge Financing confidentiality provisions set forth in the Commitment Letter have been satisfied, then Parent shall borrow under are customary and use acceptable) or as otherwise permitted by the proceeds of the Bridge Financing (or such alternative bridge financing) to replace such affected portion of the High Yield Financing on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the FinancingConfidentiality Agreement.

Financing. (a) Parent and Merger Subsidiary Prior to the Closing, the Company shall use their its reasonable best efforts efforts, at Parent’s sole expense, to arrange the Financing on the terms and conditions described in the Commitment Letter or on other terms that would not adversely impact the ability of Parent or Merger Subsidiary to consummate the transactions contemplated hereby, including using reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to (i) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein (including any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09, (ii) satisfy on a timely basis all conditions and covenants applicable to assist Parent in the Commitment Letter that are within its control and otherwise comply with its obligations thereunder, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Commitment Letter, and (v) subject to the terms and conditions contemplated by the Commitment Letter, consummate the Financing at the Closing. Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter, and/or substitute other debt financing for all or any portion of the Financing from the same and/or alternative Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as of the date of this Agreement; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution a refinancing of all or any portion of the Financing shall not Indebtedness of the Company existing on the date hereof (the “Debt Financing”), including: (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth participating in the Commitment Lettera reasonable number of meetings, presentations and due diligence sessions; (ii) adversely impact assisting with the ability preparation of Parent or Merger Subsidiary to enforce its rights against one customary offering memorandum and one presentation in connection with the other parties to the Commitment Letter or Debt Financing; and (iii) prevent or impede or delay the consummation executing and delivering any definitive financing documents and certificates as may be reasonably requested by Parent; provided that (a) irrespective of the Merger 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 Effective Time, (b) such efforts do not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries, 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 transactions contemplated similar 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 AgreementSection 7.14. Parent shall indemnify and hold harmless the Company, its Subsidiaries and the Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the arrangement of the 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 permitted to reduce the amount of Financing under the Commitment Letter used solely in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount a manner that is requirednot intended or reasonably likely to harm, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, disparage or otherwise adversely affect the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose or any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this AgreementSubsidiaries. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub shall give acknowledge and agree that the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) obtaining of the receipt of any written notice or other written communication from any Person with respect Debt Financing is not a condition to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); Closing and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the definitive documents related to the Financing; provided, that in no event will Parent or Merger Subsidiary be under any reaffirm their obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (including any “market flex” provisions), Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms and conditions not materially less favorable to Parent and Merger Subsidiary in an amount sufficient to consummate the transactions contemplated by this Agreement (any such alternative financing, any amended or substitute financing permitted by this Section 8.09(a), irrespective and independently of the availability of the Debt Financing, an “Available Financing”). In the event that on the final day subject to fulfillment or waiver of the Marketing Period (i) all or any portion of the Financing structured as High Yield Financing has not been consummated, (ii) all closing conditions contained in Article 9 shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until the Closing) and (iii) all conditions to the Bridge Financing set forth in the Commitment Letter have been satisfied, then Parent 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 on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the FinancingArticle VIII.

Financing. (a) Parent and Merger Subsidiary shall use their reasonable best efforts to arrange take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable to consummate the Equity Financing on the terms Closing Date, and conditions described Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange the Debt Financing in an amount necessary, together with the Equity Financing, to fund the Financing Amounts and to consummate the Debt Financing on the Closing Date, including the following: (i) maintaining in full force and effect the Debt Commitment Letter and not permitting any amendment or modification to be made to, not consenting to any waiver of any provision or remedy under, and not replacing, the Debt Commitment Letter (other than as contemplated by the Debt Commitment Letter or any Debt Fee Letter as in effect on other terms the date hereof), in any case if such amendment, modification, waiver or replacement: (A) reduces (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financing (including by changing the amount of fees to be paid or original issue discount in connection with the Debt Financing) (unless an equal amount from alternative financing sources is then made available) to an amount, together with the Equity Financing, less than what is necessary to fund the Financing Amounts or (B) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the funding of any of the Debt Financing in a manner that would not reasonably be expected to (1) delay or prevent the Closing, (2) make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) materially less likely to occur or (3) materially and adversely impact the ability of Parent to enforce its rights against other parties to the Debt Commitment Letter or Merger Subsidiary to consummate the transactions contemplated hereby, including using reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to (i) negotiate and enter into definitive agreements with respect thereto on when required pursuant to this Agreement (provided that (x) so long as not otherwise prohibited by the terms and conditions contained therein (including any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation provisions of this Section 8.095.10, (ii) satisfy on a timely basis all conditions and covenants applicable to for the avoidance of doubt, Parent in may amend the Debt Commitment Letter that are within its control and otherwise comply with its obligations thereunder, (iii) maintain in effect the Commitment and/or any Debt Fee Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Commitment Letter, and (v) subject to the terms and conditions contemplated by the Commitment Letter, consummate the Financing at the Closing. Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter, and/or substitute other debt financing for all or any portion of the Financing from the same and/or alternative Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Debt Commitment Letter or the Debt Fee Letters as of the date hereof; and (y) Parent shall reasonably promptly furnish to the Company copies of this Agreement; provided, that any executed versions of any agreements or other documentation with respect to such amendment, modification, waiver or replacement, supplement or other modification ); (ii) causing the Equity Financing to or waiver of any provision be consummated upon satisfaction of the conditions contained in the Equity Commitment Letter; (iii) satisfying on a timely basis (or, if available, obtain waivers of) the Financing Conditions; (iv) negotiating, executing and delivering Debt Financing Documents that reflect and are consistent with the terms contained in the Debt Commitment Letter that amends and the Financing and/or substitution of all Debt Fee Letters (including “market flex” provisions (if any)) or any portion of the Financing shall not (i) impose any additional conditions precedent or expand upon the conditions precedent on such other terms acceptable to the Financing as Sources; (v) in the event that the conditions set forth in the Commitment LetterSections 6.1 and 6.3 have been satisfied, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation upon funding of the Merger and Debt Financing would be satisfied, causing the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the full amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to be funded at or prior to the extent permitted by Closing; and (vi) enforcing its rights under the Commitment Letter Letters in the event of a Financing Failure Event. (b) Parent shall not be deemed amend, modify, waive or replace, or agree to violate Parent’s obligations under this Agreement. Without limiting the generality amend, modify, waive or replace (in any case whether by action or inaction) any term of the foregoingEquity Commitment Letter without the prior written consent of the Company. (c) Upon request of the Company, Parent and Merger Sub shall give keep the Company prompt notice: (A) informed in reasonable detail of the status of its efforts to arrange the Financing and any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations developments with respect to the terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the definitive documents related to the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred Financing Failure Event. (d) Neither Parent nor any of its affiliates shall take any action that would reasonably be expected to in clause (A), (B) materially delay or (C) prevent the consummation of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event Debt Financing or Equity Financing. (e) If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (including any “market flex” provisions)Failure Event occurs, Parent shall promptly notify the Company thereof and use its reasonable best efforts to arrange obtain, as promptly as practicable and in any event prior to obtain alternative financing from alternative sources the Outside Date, in consultation with the Company, on terms and conditions not materially less as favorable to Parent as the terms in the Debt Commitment Letter and Merger Subsidiary the Debt Fee Letters (including “market flex” provisions (if any)) or as are reasonably available for financings of the type contemplated by the Debt Commitment Letter and the Debt Fee Letters in the debt markets at such time, alternative debt financing (“Debt Replacement Financing”) in an amount that when added with the Equity Financing would be sufficient to consummate pay the transactions Financing Amounts; provided that, notwithstanding anything herein to the contrary but subject to the penultimate sentence of this Section 5.10, in no event shall reasonable best efforts be construed to require that Parent (A) pay any fees or original issue discount in excess of those contemplated by this Agreement (any such alternative financing, any amended or substitute financing permitted by this Section 8.09(a), the Debt Commitment Letter and the Financing, an Debt Fee Letters (including “Available Financing”market flex” provisions (if any). In the event that on the final day ) as in effect of the Marketing Period date hereof or (iB) agree to pricing or other economic terms that are less favorable (taken as a whole) than those contemplated by the Debt Commitment Letter and the Debt Fee Letters (including “market flex” provisions (if any)) as in effect of the date hereof. Parent shall deliver to the Company true, correct and complete copies of all contracts or other arrangements pursuant to which any alternative source shall have committed to provide any portion of the Debt Replacement Financing structured (provided that any fee letters in connection therewith may be redacted in a manner consistent with the Debt Fee Letters provided as High Yield Financing has not been consummated, (ii) all closing conditions contained in Article 9 shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until of the Closing) and (iii) all conditions date hereof). Notwithstanding anything else herein to the Bridge Financing contrary, in no event shall the receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financing) by Buyer or any Affiliate or any other financing or other transactions be a condition to any of Buyer’s obligations hereunder. Any Debt Replacement financing shall be subject to the same obligations as set forth in the Commitment Letter have been satisfied, then Parent 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 on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating this Section 5.10 with respect to the Merger or the Debt Financing.

Financing. (a) Each of Parent and Merger Subsidiary Sub shall, and shall cause each of its respective controlled affiliates to, use their its reasonable best efforts to arrange 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 to obtain the Debt Financing on or prior to the Acceptance Time on the terms and conditions described in the Commitment Letter or on other terms that would not adversely impact the ability of Parent or Merger Subsidiary to consummate the transactions contemplated hereby, including using reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to (i) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein (including the exercise of any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent provisions in the Commitment Letter that are within its control Fee Letter) and otherwise comply with its obligations thereundershall not permit any amendment, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummatedsupplement, (iv) enforce its rights under the Commitment Letter, and (v) subject modification or replacement to the terms and conditions contemplated by the Commitment Letter, consummate the Financing at the Closing. Parent shall have the right from time to time to amend, replace, supplement or otherwise modifybe made to, or waive any waiver of any provision or any of its rights under, the Commitment Letter, and/or substitute other debt financing for all Letter or any portion the Definitive Agreements without the prior written consent of the Financing from the same and/or alternative Financing SourcesCompany (which consent shall not be unreasonably withheld, including without limitation to add lendersconditioned or delayed), lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as of the date of this Agreement; provided, that any if such amendment, replacementsupplement, supplement or other modification to modification, replacement or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not (i) impose any additional conditions precedent or expand upon reduces the conditions precedent aggregate cash amount of proceeds of the Debt Financing to an amount below the Financing as set forth in amount (that when combined with the Commitment Letterliquidity Parent then contemplates to be, (iiand which is available to be, applied thereto) adversely impact required to consummate the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of Offer, the Merger and the other transactions contemplated by this Agreement. Parent shall Agreement and to repay or refinance the debt contemplated to be permitted to reduce the amount of Financing under replaced by the Commitment Letter in its reasonable discretion; providedLetter, that Parent shall not reduce including the Financing to an amount committed below the amount that is requiredpayment of all fees, together with other financial resources of Parent premiums and Merger Subsidiary including cashexpenses associated therewith, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (iii) impose any imposes new or additional conditions precedent or expand upon any contingencies or otherwise expands upon, amends, supplements or otherwise modifies any of the conditions precedent to the Financing as set forth in the Commitment LetterLetter on the date hereof in a manner that would or would reasonably be expected to make a material portion of the Debt Financing less likely to be timely obtained (or the conditions to obtaining the Debt Financing less likely to be timely satisfied), (iiiii) prevents, materially impedes or materially delays the Closing, (iv) adversely impact impacts the ability of either Parent or Merger Subsidiary Guarantor to enforce its rights against the any other parties to the Commitment Letter or the Definitive Agreements in any material respect or (iiiv) prevent materially adversely impacts the ability of Parent or impede or delay Merger Sub to consummate the consummation of Offer at the Acceptance Time, the Merger and at the Closing or any of the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub shall give may amend, supplement, modify or replace the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter and the Fee Letter, in each case as in effect at the date hereto, or definitive document related the Definitive Agreements, but only if any such amendment, supplement, modification or replacement is not inconsistent with the immediately preceding sentence, (w) to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities which had not executed the Financing of which Parent or its Affiliates becomes aware; (B) Commitment Letter and the Fee Letter as of the receipt of any written notice or other written communication from any Person with respect to any: date hereof, (x) actual to increase the amount of indebtedness, (y) to add or potential material breachreplace facilities with one or more new facilities or (z) otherwise in a manner not less favorable taken as a whole to Parent and Merger Sub. For purposes of this Agreement, material default(1) the term “Debt Financing” shall be deemed to include the Debt Financing, termination as amended, modified or repudiation by any party replaced pursuant to any this Section 5.2(a) and (2) the term “Commitment Letter” shall be deemed to include the Commitment Letter as it may be amended, supplemented, modified or any definitive document related replaced pursuant to this Section 5.2(a). Parent shall promptly deliver to the Financing Company a true and complete copy of any such amendment, supplement, modification, replacement or any provisions waiver of the Commitment Letter or any definitive document related the Definitive Agreements. (b) Each of Parent and Merger Sub shall, and shall cause each of its respective controlled affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and to obtain the Debt Financing on or prior to the Financing or (y) material dispute or disagreement between or among any parties to any Acceptance Time on the terms and conditions described in the Commitment Letter (including the exercise of any “market flex” provisions in the Fee Letter), including using reasonable best efforts to (i) comply with the terms and conditions of, and maintain in effect, the Commitment Letter pursuant to its terms (except for amendments, supplements, modifications and replacements made in compliance with Section 5.2(a)), (ii) negotiate and enter into, at or any definitive document related prior to the Financing Acceptance Time, definitive agreements (but excludingsuch definitive agreements, for the avoidance of doubt, any ordinary course negotiations “Definitive Agreements”) with respect to the terms Debt Financing (and promptly upon the execution and delivery thereof, provide true and complete copies of the Definitive Agreements to the Company) on the terms and conditions set forth in the Commitment Letter (including, if necessary, the exercise of “market flex” provisions in the Fee Letter) or on other terms and conditions that would not, if such other terms and conditions constituted an amendment to the Definitive Agreements, be inconsistent with Section 5.2(a), (iii) satisfy on a timely basis (or, if deemed advisable by Guarantor, seek a waiver on a timely basis of) all conditions and covenants applicable to Guarantor and Parent to the funding of the Debt Financing set forth in the Commitment Letter or any definitive agreement with respect thereto); the Definitive Agreements and (Civ) if for any reason all conditions to the Debt Financing are, or upon funding of the Debt Financing will be, satisfied, cause the Financing Sources to comply with their obligations under the Commitment Letter and the Definitive Agreements and to fund at or prior to the Acceptance Time, the Debt Financing required to consummate the Offer at the Acceptance Time, the Merger at the Closing and the other transactions contemplated by this Agreement, including, if necessary, enforcing its rights under the Commitment Letter and the Definitive Agreements, provided however, under no circumstances shall Parent or Merger Sub believes Guarantor be required to commence or sustain legal proceedings in good faith connection therewith. (c) In the event that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the definitive documents related to the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event any portion of the Debt Financing becomes unavailable on and such portion is reasonably required to consummate the terms Offer, the Merger and conditions the other transactions contemplated in the Commitment Letter (including any “market flex” provisions)by this Agreement, each of Guarantor and Parent shall use its reasonable best efforts to arrange to and timely obtain alternative substitute financing from alternative sources (on terms and conditions that are not materially less favorable to Parent Guarantor and Merger Subsidiary Parent, taken as a whole, than the terms and conditions set forth in the Commitment Letter relating to the Debt Financing to be replaced, taking into account the “market flex” provisions thereof) from the same or alternative sources in an amount sufficient to consummate Offer, the Merger and the other transactions contemplated by this Agreement (the “Substitute Financing”) (and shall promptly upon the execution and delivery thereof, provide to the Company true and complete copies of the material, definitive documents related to the Substitute Financing (provided that, with respect to any such alternative financingfee letters, any amended or substitute financing permitted by this Section 8.09(a)the fee amounts, pricing caps and other economic terms, and the Financingrates and amounts included in the “market flex” provisions (but not covenants), an “Available Financing”may be redacted). In All references to the event that on term “Debt Financing” shall be deemed to include such Substitute Financing and all references to the final day “Commitment Letter,” the “Fee Letter” and “Definitive Agreements” shall include the applicable documents for the Substitute Financing. Parent shall give the Company prompt written notice of the Marketing Period any (i) all material breach by any party to the Commitment Letter or any portion the Definitive Agreements of the Financing structured as High Yield Financing has not been consummated, which Parent or Merger Sub becomes aware or (ii) all closing conditions contained in Article 9 shall have been satisfied receipt by it of any written notice from any the Lenders or waived (any other than those conditions that Financing Sources with respect to any actual or threatened withdrawal, repudiation or termination of the Debt Financing by their nature will not be satisfied until the Closing) and (iii) all conditions to the Bridge Lenders or any other Financing set forth in the Commitment Letter have been satisfied, then Sources. Parent shall borrow under and use keep the proceeds Company reasonably informed of the Bridge Financing (or such alternative bridge financing) to replace such affected portion status of the High Yield Financing on efforts of Guarantor and Parent to arrange and obtain the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the Debt Financing.

Financing. (ai) Parent Subject to the terms and conditions of this Agreement, each of Montage, New Holdco and Merger Subsidiary Sub 2 shall use their its reasonable best efforts to arrange obtain the Transaction Financing on the terms and conditions (including the flex provisions and taking into account the Marketing Period) described in the Commitment Letter or on other terms that would not adversely impact the ability of Parent or Merger Subsidiary to consummate the transactions contemplated hereby, including using reasonable best efforts at Closing (taking into account the anticipated timing Marketing Period), and shall not, without the prior written consent of Marigold (which consent shall not be unreasonably withheld, conditioned or delayed), permit any amendment or modification to be made to, or any waiver of any provision under, the Commitment Letter, in a manner that would reasonably be expected to (x) delay or prevent or make less likely the funding of the Marketing PeriodTransaction Financing contemplated by the Commitment Letter (or satisfaction of the conditions precedent to the Transaction Financing) on the Closing Date in any material respect or (y) extend or permit the extension of the marketing period under the Commitment Letter (provided that, without the consent of Marigold, Montage, New Holdco and Merger Sub 2 may amend the Commitment Letter (x) to favorably modify pricing terms or add additional lenders, arrangers, bookrunners and agents or (iy) negotiate to implement or exercise any of the “market flex” provisions (including pricing terms) contained in the fee letter executed in connection with the Commitment Letter). Montage shall promptly deliver to Marigold copies of any such amendment, modification or replacement. For purposes of this Section 6.12, references to “Transaction Financing” shall include the Transaction Financing contemplated by the Commitment Letter as permitted to be amended, modified or replaced by this Section 6.12(a) and references to “Commitment Letter” shall include such documents as permitted to be amended, modified or replaced by this Section 6.12(a). (ii) Each of Montage, New Holdco and Merger Sub 2 shall use its reasonable best efforts (A) to maintain in effect the Commitment Letter, (B) to enter into definitive agreements with respect thereto on to the Commitment Letter consistent in all material respects with the terms and conditions contained therein (including any “market flex” the flex provisions and taking into account the Marketing Period) contained in the Commitment Letter (or on terms no less favorable (taken as a whole) to Montage, New Holdco or Merger Sub 2 than the terms and conditions (including flex provisions) in the Commitment Letter), and (C) to satisfy (or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09, (iiobtain the waiver of) satisfy on a timely basis all conditions and covenants applicable precedent to Parent funding in the Commitment Letter and such definitive agreements thereto (taking into account the Marketing Period and other than any condition where the failure to be so satisfied is a direct result of Marigold’s failure to furnish information described in Section 6.12(b)) that are within its Montage’s control and otherwise comply with its obligations thereunder, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Commitment Letter, and (v) subject to the terms and conditions contemplated by the Commitment Letter, consummate the Transaction Financing at the Closing. Parent .. Montage shall have keep Marigold reasonably informed on a current basis and in reasonable detail of the right from time to time to amend, replace, supplement or otherwise modify, or waive any status of its rights under, efforts to arrange the Commitment Letter, and/or substitute other debt financing for all or any portion Transaction Financing and provide to Marigold copies of the Financing from material definitive agreements for the same and/or alternative Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as of the date of this Agreement; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this AgreementTransaction Financing. Without limiting the generality of the foregoing, Parent and Merger Sub Montage shall give the Company Marigold prompt notice: notice (Ax) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any of the Commitment Letter or definitive document agreements related to the Transaction Financing of which Parent or its Affiliates Montage becomes aware; , (By) of the receipt of (A) any written notice or (B) other written communication communication, in each case from any Person Financing Source with respect to any: (x) any actual or potential material breach, material default, termination or repudiation by any party to any of the Commitment Letter or any definitive document agreements related to the Transaction Financing or of any provisions of the Commitment Letter or any definitive document agreements related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excludingTransaction Financing, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); and (Cz) if at any time for any reason Parent or Merger Sub Montage believes in good faith that it will not be able to obtain all or any portion of the Transaction Financing on the termsterms and conditions, in the manner or from the sources contemplated by any of the Commitment Letter or the definitive documents agreements related to the Transaction Financing. As soon as reasonably practicable after any notice by Montage to Marigold of the type described in the immediately preceding sentence, but in any event within two Business Days of the date Marigold delivers to Montage a written request, Montage shall use reasonable best efforts to provide any information reasonably requested by Marigold relating to any circumstance referred to in clause (x), (y) or (z) of the immediately preceding sentence; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose they need not provide any information that is reasonably believed to be subject to attorney-client or similar privilege privileged or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent If all or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event any portion of the Transaction Financing becomes unavailable on for any reason, and such portion is reasonably required to pay the terms aggregate Cash Consideration, repay the Retired Debt and conditions pay all fees, expenses and other amounts contemplated in to be paid by Montage, New Holdco, Merger Sub 2 or the Commitment Letter (including any “market flex” provisions)Montage Surviving Corporation pursuant to this Agreement, Parent Montage, New Holdco and Merger Sub 2 shall use its their reasonable best efforts to arrange to and obtain in replacement thereof alternative financing debt Transaction Financing from alternative sources on in an amount sufficient, when taken together with available cash of Montage and any then-available Transaction Financing pursuant to the Commitment Letter, to consummate the Mergers with terms and conditions not materially less favorable (taken as a whole) to Parent Montage, New Holdco and Merger Subsidiary in an amount sufficient to consummate Sub 2 than the transactions contemplated by this Agreement terms and conditions (any such alternative financing, any amended or substitute financing permitted by this Section 8.09(a), and the Financing, an “Available Financing”). In the event that on the final day of the Marketing Period (itaken as a whole) all or any portion of the Financing structured as High Yield Financing has not been consummated, (ii) all closing conditions contained in Article 9 shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until the Closing) and (iii) all conditions to the Bridge Financing set forth in the Commitment Letter have been satisfied(“Available Transaction Financing”), then Parent as promptly as reasonably practicable following the occurrence of such event. Montage shall borrow under deliver to Marigold true and use the proceeds complete copies of the Bridge Financing (or all commitment letters and fee letters pursuant to which any such alternative bridge financing) source shall have committed to replace such affected provide any portion of the High Yield Financing on the Closing DateTransaction Financing. Notwithstanding the foregoing anything in this Section 6.12 or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating elsewhere in this Agreement to the contrary, in no ‎event shall the “reasonable best efforts” of Montage, New Holdco or Merger Sub 2 be deemed or construed to ‎require any such Person to, and no such Person shall be required to, pay any debt financing fees in the Financingaggregate in excess of those ‎contemplated by the Commitment Letter, or agree to conditionality or economic terms of the ‎debt financing that are (other than as specified in the preceding sentence) materially less favorable than those contemplated by the ‎Commitment Letter or any related fee letter (including any “flex” provision therein).

Financing. (a) Parent The Company shall, and Merger Subsidiary shall cause its Subsidiaries to, use their its reasonable best efforts to arrange have its and their representatives, including management, personnel, attorneys, financial advisors, accountants and other professionals, cooperate with Parent and its representatives in connection with the arrangements by Parent and Purchaser to obtain the Financing on (or any alternative Financing as Parent may obtain) as may be reasonably requested by Parent (provided that such requested cooperation does not unreasonably interfere with the terms ongoing operations of the Company and conditions described its Subsidiaries or unreasonably interfere with or hinder or delay in any material aspect the Commitment Letter or on performance by the Company of its other terms that would not adversely impact the ability of Parent or Merger Subsidiary to consummate the transactions contemplated herebyobligations hereunder), including using reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to (i) negotiate participation in meetings, drafting sessions and enter into definitive agreements with respect thereto on the terms and conditions contained therein (including any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09due diligence sessions, (ii) satisfy on a timely basis all conditions furnishing Parent and covenants applicable to Parent in Purchaser and their financing sources with financial and other pertinent information regarding the Commitment Letter that are within its control and otherwise comply with its obligations thereunderCompany as may be reasonably requested by Parent, (iii) maintain assisting Parent and Purchaser and their financing sources in effect the Commitment Letter until preparation of (A) an offering document for any debt raised to complete the transactions contemplated by this Agreement are consummatedand (B) materials for rating agency presentations, (iv) enforce its rights under mortgaging or otherwise borrowing money against any Owned Real Property, the Commitment Letter, proceeds of which the Company will hold as cash in furtherance of the Financing and (v) subject to reasonably facilitating the terms and conditions contemplated by the Commitment Letter, consummate the Financing at the Closing. Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter, and/or substitute other debt financing for all or any portion pledge of the Financing from the same and/or alternative Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment Company’s assets as of the date of this Agreementcollateral; provided, however, that any such amendment, replacement, supplement or other modification to or waiver of any provision none of the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person Subsidiaries will be required in connection with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter alternative financing as Parent may obtain or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to clauses (iv) and (v) to pay any commitment or other similar fee (unless such commitment or fee is paid by Parent) or incur any other liability or expense (unless such expense is paid by Parent) that would accrue prior to the terms Purchase Time or consummate any of the Financing or any definitive agreement with respect thereto); transactions referred to in clauses (iv) and (Cv) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the definitive documents related prior to the Financing; providedPurchase Time. Prior to the Purchase Time, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written requestshall (X), Parent and Merger Subsidiary shall provide when requested by Parent, monetize (at then standard commercial terms at not less than 50% of face value) any information reasonably requested auction-rate securities held by the Company relating to any circumstance referred to in clause or its Subsidiaries (A), (BParent and Purchaser hereby acknowledging that the market for such auction-rate securities are illiquid at the present time) or (CY), if the market for such auction-rate securities becomes liquid (whereby such securities may be sold at no less than 100% of face value), monetize (at no less than 100% of face value) any auction-rate securities held by the Company or its Subsidiaries, and in the case of (X) or (Y), the proceeds of such monetization shall be used by the Company solely to first, pay at the Purchase Time amounts due under the Termination Agreements, and thereafter, to the extent of any remaining proceeds, pay the amounts described in item 1 of Section 4.7(f) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (including any “market flex” provisions), Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms and conditions not materially less favorable to Parent and Merger Subsidiary in an amount sufficient to consummate the transactions contemplated by this Agreement (any such alternative financing, any amended or substitute financing permitted by this Section 8.09(a), and the Financing, an “Available Financing”). In the event that on the final day of the Marketing Period (i) all or any portion of the Financing structured as High Yield Financing has not been consummated, (ii) all closing conditions contained in Article 9 shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until the Closing) and (iii) all conditions to the Bridge Financing set forth in the Commitment Letter have been satisfied, then Parent 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 on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the FinancingDisclosure Schedule.

Financing. (a) Parent shall use, and Merger Subsidiary shall use cause its subsidiaries to use, their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the proceeds of the Financing on the terms and conditions (including any “flex” provisions) described in the Debt Commitment Letter Letters, including executing and delivering all such documents and instruments as may be reasonably required thereunder and using (and causing its subsidiaries to use) their respective reasonable best efforts to: (i) comply with and maintain in effect the Financing and the Debt Commitment Letters; (ii) negotiate and enter into definitive financing agreements with respect to the Financing on the terms and conditions contained in the Debt Commitment Letters (the “Financing Agreements”); (iii) satisfy, or cause their respective Representatives to satisfy, as promptly as practicable and on a timely basis all conditions to the Financing contemplated by the Debt Commitment Letters that are within its control (including by paying any commitment fees or other terms that fees or deposits required by any fee letters relating to the Debt Commitment Letters); (iv) comply with its obligations under the Debt Commitment Letters to the extent the failure to comply with such obligations would not adversely impact the ability amount or timing of Parent or Merger Subsidiary to consummate the transactions contemplated hereby, including using reasonable best efforts Financing (taking into account the anticipated expected timing of the Marketing Period) or the availability of the Financing prior to the Offer Acceptance Time; (i) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein (including any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent in the Commitment Letter that are within its control and otherwise comply with its obligations thereunder, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, (ivv) enforce its rights under the Debt Commitment Letter, and (v) subject Letters to the terms and conditions contemplated by extent that the Commitment Letter, consummate failure to enforce would adversely impact the amount or timing of the Financing (taking into account the expected timing of the Marketing Period) or the availability of the Financing at the Closing. Offer Acceptance Time; and (vi) cause the Financing Sources and any other Persons providing Financing to fund the Financing no later than the Offer Acceptance Time. (b) Parent shall have not agree to or permit any amendment, supplement, termination, modification or replacement of, or grant any waiver of, any condition, remedy or other provision under any Debt Commitment Letter or Financing Agreement without the right prior written consent of the Company if such amendment, supplement, termination, modification, replacement or waiver would or would reasonably be expected to (i) reduce the aggregate amount of the Financing from time that contemplated by the Debt Commitment Letters delivered as of the date hereof to time to amendan amount such that the transactions contemplated hereby could not be consummated, replace, supplement (ii) impose any new or additional conditions or otherwise modifyexpand, amend or waive modify any of its rights under, the Commitment Letter, and/or substitute other debt financing for all conditions to the receipt of the Financing in a manner that would (x) delay or prevent the Offer or (y) make the funding of any portion of the Financing from the same and/or alternative Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents (or similar entities who had not executed the Financing Commitment as of the date of this Agreement; provided, that any such amendment, replacement, supplement or other modification to or waiver satisfaction of any provision of the Commitment Letter that amends the Financing and/or substitution of all or condition to obtaining any portion of the Financing shall not Financing) less likely to occur or (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (iiiii) adversely impact in any material respect the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Debt Commitment Letter Letters or the Financing Agreements (iii) prevent it being understood and agreed that, in any event, Parent may amend the Debt Commitment Letters to add lenders, arrangers, bookrunners, agents, managers or impede or delay similar entities that have not executed the consummation Debt Commitment Letters as of the Merger and the other transactions contemplated by date of this Agreement). Parent shall be permitted to reduce the amount of Financing under the Upon any amendment, supplement, modification or replacement of, or waiver of, any Debt Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together accordance with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the definitive documents related to the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (including any “market flex” provisionsSection 6.14(b), Parent shall use its reasonable best efforts promptly deliver a copy thereof to arrange the Company and references herein to obtain alternative financing from alternative sources on terms “Debt Commitment Letters” shall include and conditions not materially less favorable to Parent and Merger Subsidiary mean such documents as amended, supplemented, modified, replaced or waived in an amount sufficient to consummate the transactions contemplated by this Agreement (any such alternative financing, any amended or substitute financing permitted by compliance with this Section 8.09(a6.14(b), and references to “Financing” shall include and mean the Financingfinancing contemplated by the Debt Commitment Letters as amended, an “Available Financing”). In the event that on the final day of the Marketing Period (i) all or any portion of the Financing structured as High Yield Financing has not been consummatedsupplemented, (ii) all closing conditions contained in Article 9 shall have been satisfied modified, replaced or waived (other than those conditions that by their nature will not be satisfied until the Closing) and (iii) all conditions to the Bridge Financing set forth in the Commitment Letter have been satisfiedcompliance with this Section 6.14(b), then Parent 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 on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the Financingas applicable.

Financing. (a) Parent and Merger Subsidiary 7.1 The Buyer shall use their reasonable its best efforts endeavours to take all actions and to do all things necessary, proper and advisable to arrange and obtain the Financing on the terms and conditions described in the Commitment Letter Financing Letters and, if applicable, the Definitive Financing Documents (or on other terms that would not adversely impact no less favourable in all material respects and in the ability of Parent or Merger Subsidiary aggregate, to consummate the transactions contemplated herebyBuyer, including using reasonable best efforts with respect to conditionality) prior to the Completion Date, including by: (a) not taking into account the anticipated timing any action in breach of the Marketing PeriodFinancing Letters; (b) to (i) negotiate negotiating and enter entering into definitive agreements with respect thereto Definitive Financing Documents on the terms and conditions contained therein (including any “market flex” provisions) reflected in the applicable Financing Letters or on other terms reasonably acceptable no less favourable, in the aggregate, to Parent and not in violation of this Section 8.09, the Buyer; (iic) satisfy on a timely basis satisfying all conditions and covenants applicable to Parent the Buyer in the Commitment Letter Financing Letters and, if applicable, the Definitive Financing Documents that are within its control and otherwise comply with its obligations thereunder, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Commitment Letter, control; and (vd) subject completing the Financing on or prior to the terms and conditions contemplated by Completion Date; provided that, notwithstanding the Commitment Letterforegoing or any other provision of this Agreement, consummate the Buyer shall be permitted to arrange such other replacement, amended or alternative financing in lieu of some or all of the Financing at as it may determine in its sole discretion, including by syndicating all or a portion of the Closing. Parent shall have equity financing and amending, reducing or eliminating the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter, and/or substitute other debt financing (the “Substitute Financing”) so long as arranging for such Substitute Financing in lieu of all or any a portion of the Financing from would not have an adverse effect in any material respect on the same and/or alternative Financing SourcesBuyer’s ability to, including without limitation or the speed at which the Buyer could otherwise, complete the Transactions. 7.2 Subject to add lendersthe last proviso in clause 7.1, lead arrangersthe Buyer shall use its best endeavors to procure that no amendment or modification is made to, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as of the date of this Agreement; provided, that any such amendment, replacement, supplement or other modification to or and no waiver of any provision of the Commitment Letter that amends is made under or with respect to, the Financing and/or substitution of all Letters or any portion of Definitive Financing Document, if such amendment, modification or waiver: (a) amends or expands (in a manner adverse to any Seller or the Financing shall not (iBuyer) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in any respect, including any such amendment or expansion that could make such conditions less likely to be satisfied by the Commitment LetterCompletion Date; (b) could reasonably be expected to prevent the Financing from being obtained or reduce the likelihood that the Financing would be obtained, or delay the date on which the Financing would be obtained; or (iic) adversely impact impacts the ability of Parent any Buyer’s Group Undertaking or Merger Subsidiary any Seller to enforce its rights against the other parties to the Commitment Letter Financing Letters or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of any Definitive Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this AgreementDocument. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the definitive documents related to the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (including any “market flex” provisions), Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms and conditions not materially less favorable to Parent and Merger Subsidiary in an amount sufficient to consummate the transactions contemplated by this Agreement (any such alternative financing, any amended or substitute financing permitted by this Section 8.09(a), and the Financing, an “Available Financing”). In the event that on the final day of the Marketing Period (i) all or any portion of the Financing structured as High Yield Financing has not been consummated, (ii) all closing conditions contained in Article 9 shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until the Closing) and (iii) all conditions to the Bridge Financing set forth in the Commitment Letter have been satisfied, then Parent 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 on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the Financing.this

Financing. (a) Parent and Merger Subsidiary shall use their reasonable best efforts to arrange 7.4.1 From the Financing on date hereof until the terms and conditions described in the Commitment Letter or on other terms that would not adversely impact the ability of Parent or Merger Subsidiary to consummate the transactions contemplated hereby, including using reasonable best efforts (taking into account the anticipated timing earlier of the Marketing Period) to (i) negotiate and enter into definitive agreements with respect thereto on Completion Date or the terms and conditions contained therein (including any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation termination of this Section 8.09, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent Agreement in the Commitment Letter that are within its control and otherwise comply accordance with its obligations thereunderterms, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Commitment Letter, and (v) subject to the terms and conditions contemplated by limitations hereof, the Commitment LetterCompany shall, consummate and shall cause its Subsidiaries to, use reasonable best efforts to cooperate in connection with the Financing at arrangement of any debt or equity financing that the Closing. Parent shall have the right from time to time to amend, replace, supplement Buyer or otherwise modify, or waive any of its rights underAffiliates elects to obtain for 41 / 107 the purpose of financing the transactions contemplated hereby or any transaction undertaken in connection herewith (including the replacement, repayment or refinancing of any indebtedness of the Company, any of its Subsidiaries, the Commitment Letter, and/or substitute other debt financing for all Buyer or any portion of its Affiliates) (the Financing from "Financing"), in each case, as may be reasonably requested by the same and/or alternative Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as of the date of this AgreementBuyer; provided, that any such amendment, replacement, supplement requested cooperation does not unreasonably interfere with the business or other modification to or waiver of any provision ongoing operations of the Commitment Letter Company and its Subsidiaries and such cooperation shall not require the Company or its Subsidiaries to have its financial statements reviewed or audited other than in accordance with past practice. Such cooperation by the Company and its Subsidiaries shall include, at the reasonable request of the Buyer: (a) reasonably promptly following request by the Buyer, furnishing such financial statements and other financial data and other information relating to the Company and its Subsidiaries and requested by the Buyer or its Representatives as may be reasonably necessary or advisable to consummate the Financing, including financial statements, financial data, projections, audit reports and other practically available information constituting consolidated audited financial statements relating to the Company for the most recent fiscal year ended at least ninety (90) days prior to the Settlement Date and unaudited consolidated financial statements relating to the Company for any quarterly interim period or periods (other than the fourth fiscal quarter) ended after the date of its most recent audited financial statements and at least fifty (50) days prior to the Settlement Date (and the corresponding periods of the prior fiscal year) and financial information and data necessary for Buyer or any of its Affiliates to prepare customary pro forma financial information provided that amends such materials shall not include, and the Financing and/or substitution Company and its Subsidiaries shall not be responsible for, the preparation of projections, risk factors and forward-looking statements relating to all or any portion component of the Financing shall not and pro-forma financial information, including pro-forma cost savings, synergies, capitalization, or other pro-forma adjustments desired to be incorporated into any pro-forma financial information; (ib) impose using reasonable best efforts to cause its independent accountants to cooperate with any additional conditions precedent or expand upon the conditions precedent Financing sources consistent with such independent accountants’ customary practice and obtain customary accountants’ "comfort letters" (including customary "negative assurances") and customary consents to the Financing as set forth inclusion of audit reports in connection with the Financing; (c) providing information related to the Company and its Subsidiaries reasonably necessary to assist the Buyer or any of its Affiliates in the Commitment Letterpreparation of one or more customary confidential information 42 / 107 memoranda, offering memoranda and other marketing and syndication materials reasonably requested by the Buyer or any of its Affiliates; (iid) adversely impact providing the ability of Parent or Merger Subsidiary to enforce reasonable use by the Buyer and its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation Affiliates of the Merger Company's and its Subsidiaries' logos for syndication and underwriting, as applicable, of the other transactions contemplated by this Agreement. Parent shall be permitted Financing (subject to reduce the amount advance review of Financing under the Commitment Letter in its reasonable discretionand consultation with respect to such use); provided, that Parent shall such logos are used solely in a manner that is reasonable and customary for such purposes and that is not reduce intended to or reasonably likely to harm or disparage the Company or any of its Subsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, services, offerings or intellectual property rights; (e) participating (and causing senior management and representatives, with appropriate seniority and expertise, to participate), with appropriate advance notice, in a reasonable number of meetings and presentations with prospective Financing sources and in due diligence sessions reasonably requested by the Financing sources; (f) providing information reasonably necessary to an amount committed below assist the amount that is required, together with other financial resources Buyer or any of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities its Affiliates in its preparation of Parent, Merger Subsidiary, customary material relating to the Company and the Company’s its Subsidiaries on the Closing Datefor rating agency presentations; (g) providing, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the definitive documents related to the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within at least three (3) Business Days after prior to the date Settlement all documentation and other information about the Company delivers Parent or Merger Sub a written requestand its Subsidiaries as is required by applicable "know your customer" and anti-money laundering rules and regulations, Parent and Merger Subsidiary shall provide any information including the USA PATRIOT Act, to the extent reasonably requested by the Company relating to any circumstance referred to in clause Financing source at least ten (A), (B10) or (C) of the immediately preceding sentence, and subject Business Days prior to the proviso of the immediately preceding sentence. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter anticipated Settlement Date; (including any “market flex” provisions), Parent shall use its h) using reasonable best efforts to arrange cooperate with the Buyer and any Debt Financing Sources to obtain alternative financing from alternative sources on terms ensure that, to the extent practicable and conditions not materially less favorable to Parent and Merger Subsidiary in an amount sufficient to consummate the transactions contemplated by this Agreement (any such alternative financingappropriate, any amended or substitute syndication efforts in connection with the Debt Financing benefit from the Company's and its Subsidiaries' existing financing permitted by this Section 8.09(a), and the Financing, an “Available Financing”). In the event that on the final day of the Marketing Period relationships; (i) all or any portion of promptly supplementing the Financing structured as High Yield Financing has not been consummated, (ii) all closing conditions contained in Article 9 shall have been satisfied or waived written information (other than those conditions that projections and other forward-looking materials and information of a general economic or industry specific nature) provided by their nature will not be satisfied until the Closing) and (iii) all conditions Company or its Subsidiaries to the Bridge Financing set forth extent such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, taken as a whole, not misleading in the Commitment Letter have been satisfied, then Parent 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 on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the Financing.material respect promptly after gaining knowledge thereof; and

Financing. (a) The Parent Entities and the Merger Subsidiary Subs shall, and shall cause each of their respective Affiliates to, use its reasonable best efforts to obtain and consummate the Equity Financing at or prior to the Effective Time on the terms described in, and subject only to the conditions expressly set forth in, the Equity Commitment Letter delivered to the Company Entities on or prior to the date hereof, including using its reasonable best efforts to maintain in full force and effect the Equity Commitment Letter. Without limiting the generality of the foregoing, in the event that all conditions contained in the Equity Commitment Letter have been satisfied (or upon funding will be satisfied), the Parent Entities and the Merger Subs shall, and shall cause the Equity Investors to, fund at, prior to or concurrently with the Effective Time, the Equity Financing required to consummate the Transactions and to pay a portion of the Required Amount at, prior to or concurrently with the Effective Time. The Parent Entities and the Merger Subs shall use their reasonable best efforts to comply with their respective obligations, and enforce their rights, under the Equity Commitment Letter in a timely and diligent manner. The Parent Entities and the Merger Subs shall not, without the prior written consent of the Company Entities, (A) permit any amendment, assignment, supplement or other modification to, or any waiver of any provision or remedy under, restate, substitute or replace, the Equity Commitment Letter if such amendment, assignment, supplement, modification, waiver, restatement, substitution or replacement would reasonably be expected to (1) (x) adversely impact the ability of any Parent Entity or Merger Sub to enforce their respective rights against any other parties to the Equity Commitment Letter in any respect as so amended, assigned, replaced, restated, substituted, supplemented or otherwise modified, relative to the ability of the Merger Subs to enforce their rights against any of such other parties to the Equity Commitment Letter as in effect on the date hereof, (y) add new (or expand, amend, or otherwise modify any existing) conditions to the receipt of any Equity Financing or otherwise adversely affect (including with respect to timing) the ability or likelihood of the Parent Entities or the Merger Subs to timely consummate the Mergers at the Closing or any of the Transactions or (z) make the timely funding of any Equity Financing or satisfaction of the conditions to obtaining the Equity Financing less likely to occur, (2) reduce the amount of the Equity Financing or (3) prevent, impede, impair or delay the consummation of the Mergers and the Transactions or obtaining an amount of the Equity Financing that, together with the Debt Financing and, following the consummation of any Company Sale undertaken at the request of the Parent Entities and in accordance with Section 7.16, any Available Company Sale Net Cash Proceeds, would at least equal the Required Amount, (B) terminate any Equity Commitment Letter, (C) take or fail to take any action or enter into any transaction that would reasonably be expected to impede, impair, delay or prevent the timely consummation of the Equity Financing contemplated by the Equity Commitment Letter or (D) adversely affect the ability of the Parent Entities and the Merger Subs to enforce their rights against the other parties to any of the Equity Commitment Letter. (b) The Parent Entities and the Merger Subs shall, and shall cause each of their Affiliates to, use their reasonable best efforts to arrange the Debt Financing and obtain the financing contemplated thereby on the terms and conditions described on or prior to the Effective Time (including, to the extent required, the full exercise of any flex provisions) set forth in the Debt Commitment Letter or on other terms that would not adversely impact the ability of Parent or Merger Subsidiary to consummate the transactions contemplated herebyLetter, including using their reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to (i) negotiate maintain in full force and enter into definitive agreements effect the Debt Commitment Letter in accordance with respect thereto the terms and subject to the conditions thereof, (ii) comply with their obligations under the Debt Commitment Letter, (iii) negotiate, execute and deliver the Definitive Financing Agreements contemplated by the Debt Commitment Letter on the terms and conditions contained therein (including any “market flex” the flex provisions) or on that are no less favorable to the Parent Entities and the Merger Subs than the terms contemplated by the Debt Commitment Letter; provided, that such other terms reasonably acceptable to Parent and do not include or result in violation of this Section 8.09a Prohibited Modification, (iiiv) satisfy on a timely basis (or obtain a waiver of) all conditions and covenants to funding that are applicable to the Parent Entities and Merger Subs in the Debt Commitment Letter that are within its control and otherwise comply with its obligations thereunderthe Definitive Financing Agreements, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Commitment Letter, and (v) subject enforce their rights pursuant to the Debt Commitment Letter in a timely and diligent manner and (vi) consummate the Debt Financing at or prior to the Closing on the terms and conditions contemplated by the Debt Commitment Letter, consummate including by causing the Debt Financing Sources to fund the Debt Financing at the Closing. The Parent Entities shall have provide to the right from Company, upon reasonable request, copies of all agreements and other documents relating to the Debt Financing and shall keep the Company reasonably informed on a reasonably current basis and in reasonable detail of material developments in respect of the Debt Financing. The Parent Entities shall give the Company prompt notice of any Financing Failure Event of which the Parent Entities or their Affiliates becomes aware and, as soon as reasonably practicable, the Parent Entities shall provide any information reasonably requested by the Company relating to any Financing Failure Event; provided, that providing such information will not violate any applicable privilege or confidentiality obligation. The Parent Entities and the Merger Subs will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Debt Commitment Letter as and when they become due. (c) The Parent Entities shall not, without the prior written consent of the Company, (i) terminate or permit the termination, withdrawal, repudiation or rescission of, or release any of the obligations of any Debt Financing Source under the Debt Commitment Letter or the Definitive Financing Agreements (other than, for the avoidance of doubt, pursuant to any reduction in the amount of the Debt Financing pursuant to Section 10 of the Debt Commitment Letter), unless such Debt Commitment Letter or Definitive Financing Agreement is replaced at such time with a new commitment letter or definitive agreement that, were it structured as an amendment to time to amendsuch Debt Commitment Letter or Definitive Financing Agreement, replacewould satisfy the following clause (ii), or (ii) permit any amendment, assignment, supplement or otherwise modifyother modification to, or waive any waiver of any provision or remedy under, or restate, substitute or replace, the Debt Commitment Letter or the Definitive Financing Agreements if such amendment, assignment, supplement modification, waiver, restatement, substitution or replacement (w) would reasonably be expected to adversely impacts in any material respect the ability of the Parent Entities or Merger Subs to enforce their respective rights against the Debt Financing Sources party to such Debt Commitment Letter or Definitive Financing Agreement as so amended, assigned, replaced, restated, substituted, supplemented or otherwise modified, relative to the ability of the Parent Entities or Merger Subs to enforce their rights against any of its rights undersuch other parties to the Debt Commitment Letters as in effect on the date hereof, (x) would be reasonably expected to (1) add any new condition to the Commitment Letter, and/or substitute other debt financing for all Debt Financing (or amend or modify any existing condition in any manner adverse to the Parent Entities) or otherwise be reasonably expected to delay or adversely affect the ability of the Parent Entities or the Merger Subs to consummate the Mergers at the Closing or any of the Transactions contemplated by this Agreement, or (2) reasonably be expected to delay or prevent or make less likely the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Debt Financing, (y) reduces (or would reasonably be expected to have the effect of reducing) the aggregate amount of the Debt Financing provided for under such Debt Commitment Letter or Definitive Financing Agreement (including by changing the amount of fees to be paid in respect of the Debt Financing or original issue discount in respect of the Debt Financing) to an amount, when taken together with the available portion of the Debt Financing from and the same and/or alternative Equity Financing together with, following the consummation of any Company Sale undertaken at the request of the Parent Entities and in accordance with Section 7.16, any Available Company Sale Net Cash Proceeds, less than the Required Amount, or (z) would reasonably be expected to prevent, impede or delay the consummation of the Mergers and the other Transactions contemplated by this Agreement (the effects described in clauses (w) through (z), collectively, the “Prohibited Modifications”); provided, that, subject to Section 7.05(e), the Parent Entities may amend the Debt Commitment Letter to add Debt Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had have not executed the Financing Debt Commitment Letter as of the date of this Agreement; provided, that hereof. In the event any such amendment, replacementmodification, supplement waiver or other modification to or waiver of any provision replacement of the Debt Financing in accordance with this Section 7.13(c) is effected, any reference in this Agreement to the term (A) the “Debt Commitment Letter” will be deemed to mean the Debt Commitment Letter as so amended, supplemented, modified, waived or replaced, (B) the “Definitive Financing Agreements” will be deemed to mean the Definitive Financing Agreements as so amended, supplemented, modified, waived or replaced, (C) the “Debt Financing” will be deemed to mean the debt financing contemplated by the Debt Commitment Letter or the Definitive Financing Agreements, as applicable, each as modified pursuant to the foregoing, and (D) the “Debt Financing Sources” will be deemed to include the Persons signatory to the Debt Commitment Letter or the Definitive Financing Agreements, as applicable, each as modified pursuant to the foregoing. (d) In the event that amends the Financing and/or substitution of all or any portion of the Debt Financing shall not becomes unavailable for any reason, including on the terms and conditions (iincluding the flex provisions) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Debt Commitment LetterLetter (such unavailability of Debt Financing, a “Financing Failure Event”), the Parent Entities shall use their reasonable best efforts to, as promptly as practicable following the occurrence of such event, (i) obtain alternative financing from alternative sources in an amount, when taken together with the available portion of the Debt Financing, the Equity Financing and, following the consummation of any Company Sale undertaken at the request of the Parent Entities and in accordance with Section 7.16, any Available Company Sale Net Cash Proceeds, sufficient to pay the Required Amount at Closing, and (ii) adversely impact obtain one or more new debt financing commitment letters with respect to such alternative debt financing, which new debt financing commitment letters will replace the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the existing Debt Commitment Letter in its whole or in part, provided in no event shall their reasonable discretion; providedbest efforts be deemed or construed to require them to, obtain alternative financing that includes terms and conditions, taken as a whole, that are less favorable in any material respect to the Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company Entities and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on Subs than the terms contemplated by this Agreement; and provided furtherconditions, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing taken as a whole, set forth in the Debt Commitment Letter, and in each case, as of the date hereof (iitaking into account any flex provisions applicable thereto contained in the related fee letters) adversely impact or would require them to pay any fees or agree to pay any interest rate amounts or original issue discounts, in either case, in excess of those contemplated by the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Debt Commitment Letter as in effect on the date hereof (taking into account any flex provisions applicable thereto), or (iii) prevent or impede or delay which would add any new condition to the consummation of such alternative debt financing, or otherwise be reasonably expected to make the Merger and timely funding of such alternative financing in full less likely to occur, than the other transactions contemplated by this Agreement. For conditions set forth in the avoidance of doubt, the syndication Debt Commitment Letter as of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoingdate hereof; provided, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excludingfurther, for the avoidance of doubt, any ordinary course negotiations with respect that in no event shall a reduction in the amount of Debt Financing pursuant to the terms Section 10 of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Debt Commitment Letter or be deemed to be a Financing Failure Event. The Parent Entities shall promptly provide the definitive documents related to Company Entities with a copy of any such new debt financing commitment letter (and a redacted fee letter in connection therewith (of which only the Financingfee amounts, price caps and economic “flex” terms have been redacted; provided, that in no event will Parent such redacted terms do not affect the conditionality of or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed the amount of Debt Financing to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after funded at the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (AClosing), (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (including any “market flex” provisions), Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms and conditions not materially less favorable to Parent and Merger Subsidiary in an amount sufficient to consummate the transactions contemplated by this Agreement (any such alternative financing, any amended or substitute financing permitted by this Section 8.09(a), and the Financing, an “Available Financing”). In the event that on any new debt financing commitment letters are obtained in accordance with this Section 7.13(d), any reference in this Agreement to (A) the final day of “Debt Commitment Letter” will be deemed to mean the Marketing Period (i) all Debt Commitment Letter to the extent not superseded by one or more new debt financing commitment letters at the time in question and any portion of new debt financing commitment letters to the Financing structured as High Yield Financing has not been consummatedextent then in effect, (iiB) all closing conditions contained in Article 9 shall have been satisfied the “Financing” or waived (other than those conditions that the “Debt Financing” will be deemed to mean the debt financing contemplated by their nature will not be satisfied until the Closing) Debt Commitment Letter as modified pursuant to the foregoing and (iiiC) all conditions the “Debt Financing Sources” will be deemed to include the Persons signatory to the Bridge Financing set forth in the Commitment Letter have been satisfied, then Parent 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 on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the Financingnew debt financing commitment letters.

Financing. (a) Parent Subject to the terms and Merger Subsidiary conditions of this Agreement (including Section 4.13), Investor shall use their its reasonable best efforts to arrange for the Company to obtain the proceeds of the Debt Financing on the terms and conditions (including the flex provisions) described in the Commitment Debt Financing Commitments and any related Fee Letter or on other terms that would not adversely impact the ability of Parent or Merger Subsidiary to consummate the transactions contemplated herebyand Engagement Letter, including using its reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to (i) maintain in effect the Debt Financing Commitments in accordance with the terms and subject to the conditions thereof, (ii) assist in the satisfaction on a timely basis of all conditions applicable to the Company (as assignee of Investor’s rights and obligations under the Debt Financing Commitments) in obtaining the Debt Financing at the Closing set forth therein (including consummating the Equity Financing on the terms set forth in the Equity Financing Commitment at or prior to Closing), and (iii) negotiate and enter into definitive agreements with respect thereto to the Debt Financing on the terms and conditions contained therein (including any “market flex” the flex provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent in the Commitment Letter that are within its control and otherwise comply with its obligations thereunder, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Commitment Letter, and (v) subject to the terms and conditions contemplated by the Commitment LetterDebt Financing Commitments and related Fee Letter (provided that Investor shall provide copies thereof to Seller on a current basis and consider in good faith any changes or comments thereto reasonably proposed by Seller and otherwise keep Seller reasonably informed on a current basis of the status of its efforts to arrange the Debt Financing and afford Seller and the Company the opportunity to attend and participate in any scheduled meetings or negotiations relating to the Debt Financing). Investor shall not, consummate the Financing at the Closing. Parent and shall have the right from time to time to amendnot agree with Guarantor to, replaceenter into any amendment, supplement or otherwise modifyother modification of, or waive any of its rights under, the Commitment LetterEquity Financing Commitment. Investor may (i) amend, and/or substitute other debt financing for all replace or modify the Debt Financing Commitments and any portion of the Financing from the same and/or alternative Financing Sources, including without limitation related Fee Letter and Engagement Letter to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed or (ii) otherwise amend, replace or modify, or consent to any waiver of any provision or remedy under, the Debt Financing Commitment as of the date of this Agreement; providedCommitments, that other than any such amendment, replacement, supplement or other modification to modification, consent or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in Schedule 4.12, each of which shall require the Commitment Letterprior written consent of Seller, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. Parent which, upon request, shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent promptly given or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreementdenied. For the avoidance of doubt, nothing contained herein shall prevent Investor from reallocating the syndication of Debt Financing among the ABL Facility (as defined in the Debt Financing to Commitment) and the extent permitted by Secured Interim Facility (as defined in the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoingDebt Financing Commitment), Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, in each case in accordance with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Debt Financing Commitment, or any definitive agreement with respect thereto); reducing the total amount of funds available under the Debt Financing, provided that in either case the representations and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, warranties set forth in the manner or from last sentence of Section 3.6 remain true and correct. Investor shall obtain the sources Equity Financing contemplated by the Equity Financing Commitment Letter upon satisfaction or the definitive documents related to the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) waiver of the immediately preceding sentence, and subject conditions to the proviso of the immediately preceding sentence. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated closing in the Commitment Letter (including any “market flex” provisions), Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms and conditions not materially less favorable to Parent and Merger Subsidiary in an amount sufficient to consummate the transactions contemplated by this Agreement (any such alternative financing, any amended or substitute financing permitted by this Section 8.09(a), and the Financing, an “Available Financing”). In the event that on the final day of the Marketing Period (i) all or any portion of the Financing structured as High Yield Financing has not been consummated, (ii) all closing conditions contained in Article 9 shall have been satisfied or waived 6.2 (other than those conditions that by their nature will not be satisfied until the ClosingClosing and subject to and in accordance with the terms of the Equity Financing Commitment). Subject to the terms and conditions of this Agreement (including Section 4.13), in the event any portion of the Debt Financing becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitments, Investor shall promptly notify Seller and shall use its reasonable best efforts to arrange for alternative financing from alternative sources (1) in an amount such that the aggregate funds that would be available to the Company at the Closing will be sufficient to pay all amounts contemplated by Section 1.3(b) of this Agreement to be paid by it and to perform its obligations hereunder, (2) with conditions to closing and funding of which are not, when taken as a whole, more onerous than those in the Debt Financing Commitments, and (3) which shall not (absent the prior written consent of Seller) include terms that would require Seller’s consent pursuant to Schedule 4.12. Investor shall promptly (and on a current basis) deliver to Seller true and complete copies of all drafts of any alternative financing commitments (and consider in good faith any changes or comments thereto reasonably proposed by Seller) and all final agreements pursuant to which any such alternative source shall have committed to provide Investor with any portion of the Debt Financing. For purposes of this Section 4.12, Section 3.6 and Section 4.13, references to “Debt Financing” shall include the financing contemplated by the Debt Financing Commitments as permitted by this Section 4.12 to be amended, modified or replaced and references to “Debt Financing Commitments”, “Fee Letter” and “Engagement Letter” shall include such documents as permitted by this Section 4.12 to be amended, modified or replaced, in each case from and after such amendment, modification or replacement. (iiib) Nothing contained in this Agreement or otherwise shall require, and in no event shall the reasonable best efforts of Investor be deemed or construed to require, Investor to bring any enforcement action against any source of the Financing to enforce its rights under the Financing Commitments, except that (i) Investor shall enforce, including by bringing suit for specific performance, the Equity Financing Commitment solely if Seller seeks and is granted a decree of specific performance of the obligations pursuant to the terms of this Agreement to cause the Equity Financing to be funded to fund the Investment and to consummate the Investment after all conditions to the Bridge Financing granting therefor set forth in the Commitment Letter Section 10.3(b) have been satisfiedsatisfied and (ii) following a written request by Seller, then Parent Investor shall borrow use its reasonable best efforts to enforce (including by litigation) its rights under the Debt Financing Commitments to cause the Financing Sources thereunder to, subject to the terms and use the proceeds conditions of the Bridge Debt Financing (Commitments and the satisfaction or such alternative bridge financing) to replace such affected waiver of the conditions in ARTICLE VI hereof, fund the applicable portion of the High Yield Debt Financing on at the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the FinancingClosing.

Financing. (a) Parent Subject to the terms and Merger Subsidiary conditions of this Agreement (including Section 5.18(d) hereof), Purchaser shall, and shall cause its Subsidiaries to, use their reasonable best efforts to arrange take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper and advisable to consummate and obtain the Financing on the terms and conditions (including the flex provisions) described in the Commitment Letter or on other terms that would not adversely impact the ability of Parent or Merger Subsidiary to consummate the transactions contemplated herebyFinancing Letters and any related Fee Letter, including using reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to (i) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein seek to enforce (including any “market flex” provisionsthrough litigation) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent in the Commitment Letter that are within its control and otherwise comply with its obligations thereunder, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Commitment Letter, and (v) subject to Financing Letters in the terms and conditions contemplated event of a material breach by the Commitment Lettercounterparties thereto, consummate and, without the Financing at the Closing. consent of Clorox Parent (which shall have the right from time not be unreasonably withheld or delayed), shall not permit any material amendment or modification to time to amend, replace, supplement or otherwise modifybe made to, or waive consent to any of its rights under, the Commitment Letter, and/or substitute other debt financing for all or any portion of the Financing from the same and/or alternative Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as of the date of this Agreement; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends or remedy under, the Financing and/or substitution of all Letters or any portion related Fee Letter, if such amendment, modification or waiver (i) reduces the aggregate amount of the Financing shall not (iincluding by changing the amount of fees to be paid or original issue discount) impose any from that contemplated in the Financing Letters, or (ii) imposes new or additional conditions precedent or expand upon other terms or otherwise expands, amends or modifies any of the conditions precedent to the receipt of the Financing as set forth or other terms in a manner that would reasonably be expected to (x) delay or prevent the Commitment LetterClosing Date, (iiy) make the timely funding of the Financing or satisfaction of the conditions to obtaining the Financing less likely to occur, or (z) adversely impact the ability of Parent or Merger Subsidiary Purchaser to enforce its rights against the other parties to the Financing Letters or Fee Letter. For purposes of clarification, the foregoing shall not prohibit Purchaser from amending the Debt Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted any related Fee Letter to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any add or replace lender(s) (and Affiliates of such additional conditions precedent lender(s)) as a party thereto or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) make such other changes that would not, taken as a whole, adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the definitive documents related to the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (including any “market flex” provisions), Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms and conditions not materially less favorable to Parent and Merger Subsidiary in an amount sufficient Purchaser to consummate the transactions contemplated by hereby. Any reference in this Agreement to (any such alternative financing, any A) “Financing” shall include the financing contemplated by the Financing Letters as amended or substitute financing permitted by modified in compliance with this Section 8.09(a5.18 and (B) “Financing Letters” or “Debt Commitment Letter” shall include such documents as amended or modified in compliance with this Section 5.18(a). Purchaser’s obligations under this Section 5.18 shall include Purchaser’s reasonable best efforts to consummate a senior notes offering using the items listed in Section 5.19(a)(iv)(A)(I), Section 5.19(a)(iv)(A)(II), and the Financing, an “Available Financing”). In the event that on the final day of the Marketing Period Section 5.19(a)(iv)(B) (i) all or any portion of the Financing structured as High Yield Financing has not been consummated, it applies to (ii) all closing conditions contained in Article 9 shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until the ClosingSection 5.19(a)(iv)(A)(I) and (iii) all conditions to the Bridge Financing set forth in the Commitment Letter have been satisfied, then Parent 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 on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the FinancingSection 5.19(a)(iv)(A)(II)).

Financing. (a) Parent and Merger Subsidiary shall use their its reasonable best efforts to arrange obtain the Financing on the terms and conditions described in the Commitment Letter Financing Commitments or on other terms that would not adversely impact the ability of Parent or Merger Subsidiary more favorable to consummate the transactions contemplated herebyParent, including using its reasonable best efforts (taking into account the anticipated timing of the Marketing Periodi) to (i) maintain in effect the Financing Commitments and to negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein (including any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09the Financing Commitments, (ii) to satisfy on a timely basis all conditions and covenants applicable to Parent in such definitive agreements and consummate the Commitment Letter that are within its control and otherwise Financing at or prior to the Closing, (iii) to comply with its obligations thereunder, (iii) maintain in effect under the Commitment Letter until the transactions contemplated by this Agreement are consummated, Financing Commitments and (iv) to enforce its rights under the Commitment Letter, and (v) subject to the terms and conditions contemplated by the Commitment Letter, consummate the Financing at the ClosingCommitments. Parent shall have give the right from time Company prompt notice upon becoming aware of any material breach by any party of the Financing Commitments or any termination of the Financing Commitments. Parent shall keep the Company informed on a reasonably current basis and in reasonable detail of the status of its efforts to time arrange the Financing and provide to the Company copies of all documents related to the Financing (other than any ancillary documents subject to confidentiality agreements). In connection with its obligations under this Section 5.10, Parent shall be permitted, but not obligated, to amend, replacemodify or replace the Debt Commitment Letters with new Financing Commitments, supplement including through co-investment by or otherwise modifyfinancing from one or more other additional parties (the “New Financing Commitments”), provided that Parent shall not permit any replacement of, or waive amendment or modification to be made to, or any waiver of its rights any material provision or remedy under, the Debt Commitment LetterLetter if such replacement (including through co-investment by or financing from one or more other additional parties), and/or substitute other debt financing for all amendment, modification, waiver or any portion remedy reduces the aggregate amount of the Financing from the same and/or alternative Financing Sources, including without limitation below that amount required to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as of the date of this Agreement; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of consummate the Merger and the other transactions contemplated by this Agreement. Parent shall hereby, adversely amends or expands the conditions to the drawdown of the Financing in any respect that would make such conditions less likely to be permitted satisfied or that would expand the possible circumstances under which such conditions would not be satisfied, that can reasonably be expected to reduce delay the amount Closing, or is adverse to the interests of Financing under the Commitment Letter Company in its reasonable discretionany other material respect; and provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction nothing in this Section 5.10 shall not (i) impose be deemed to excuse, waive compliance with or modify any additional conditions precedent or expand upon of the conditions precedent to the Financing as obligations set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Confidentiality Agreement. For In the avoidance event that Parent becomes aware of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse that makes procurement of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, unlikely to occur in the manner or from the sources contemplated by in the Commitment Letter or the definitive documents related to the Financing; providedFinancing Commitments, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date shall notify the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (including any “market flex” provisions), Parent shall use its reasonable best efforts to arrange to obtain alternative financing as promptly as practicable, but in no event later than the last day of the Marketing Period, any such portion from alternative sources (including through co-investment by one or more other additional parties) on terms and conditions not materially no less favorable to Parent or Merger Sub and Merger Subsidiary in an amount sufficient no more adverse to the ability of Parent to consummate the transactions contemplated by this Agreement. The Company shall provide, and shall use reasonable best efforts to cause its Representatives, including legal and accounting, to provide, all cooperation reasonably requested by Parent in connection with the Financing and the other transactions contemplated by this Agreement (any provided that such alternative financing, any amended or substitute financing permitted by this Section 8.09(arequested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (i) providing reasonably required information relating to the Company and its Subsidiaries to the parties providing the Financing, an which shall include all financial statements and financial data for the Company and its Subsidiaries (A) of the type required by Regulation S-X and Regulation S-K under the Securities Act and of the type and form customarily included in private placements under Rule 144A of the Securities Act to consummate any offering of senior or senior subordinated notes of the Company (or any direct or indirect parent thereof), including replacements thereof prior to any such information going “Available Financingstale” or otherwise being unusable under applicable Law for such purpose and (B) all financial statements and information reasonably necessary for the satisfaction of the conditions set forth in the Debt Commitment Letter (the “Required Financial Information”). In the event that on the final day of the Marketing Period (i) all or any portion of the Financing structured as High Yield Financing has not been consummated, (ii) all closing conditions contained participating in Article 9 shall have been satisfied a reasonable number of meetings, drafting sessions and due diligence sessions in connection with the Financing, (iii) assisting in the preparation of (A) one or waived more offering documents or confidential information memoranda for any of the Debt Financing (including the execution and delivery of one or more customary representation letters in connection therewith) and (B) materials for rating agency presentations, (iv) reasonably cooperating with the marketing efforts for any of the Debt Financing, including providing assistance in the preparation for, and participating in, reasonable meetings, due diligence sessions and similar presentations to and with, among others, prospective lenders, investors and rating agencies, (v) executing and delivering (or using reasonable best efforts to obtain from advisors), and causing its Subsidiaries to execute and deliver (or use reasonable best efforts to obtain from advisors), customary certificates (including a certificate of the chief financial officer of the Company with respect to solvency matters), accounting comfort letters, legal opinions, surveys, title insurance or other documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the Financing as may be reasonably requested by Parent in connection with the Financing and otherwise reasonably facilitating the pledge of collateral and providing of guarantees contemplated by the Debt Commitment Letter, and (vi) delivering timely notice to its noteholders of the Company’s intent to redeem its outstanding 9-1/8% Senior Subordinated Notes due 2011 in connection with the Financing; provided, however, that no obligation of the Company or any of its Subsidiaries under any such certificate, document or instrument (other than those conditions that by their nature will not the representation letter referred to above) shall be satisfied effective until the Closing) Effective Time and (iii) all conditions none of the Company or any of its Subsidiaries shall be required to pay any commitment or other similar fee that is not simultaneously reimbursed or incur any other liability in connection with the Financing prior to the Bridge Financing set forth Effective Time. Following the termination of this agreement in accordance with its terms (other than pursuant to Section 7.1(b)(i) at a time when the Commitment Letter have been satisfied, then Company is not eligible to terminate this Agreement pursuant to such section or pursuant to Section 7.1(d)) Parent shall borrow under promptly, upon request by the Company, reimburse the Company for all reasonable and use documented out-of-pocket costs incurred by the proceeds Company or any of its Subsidiaries in connection with the cooperation of the Bridge Financing (Company and its Subsidiaries contemplated by this Section 5.10, and Parent shall further indemnify and hold harmless the Company, its Subsidiaries and their respective representatives from and against any and all losses, damages, claims, costs or such alternative bridge financing) to replace such affected portion expenses suffered or incurred by any of them in connection with the arrangement of the High Yield Financing on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, and any information used in connection therewith (other than information provided in writing by the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating its Subsidiaries), except to the Merger extent that such losses, damages, claims, costs or expenses, directly or indirectly, resulted from the Financingwillful misconduct of the Company.

Financing. (a) Parent and Merger Subsidiary Sequential shall use their its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the Financing on the terms and conditions described in the Financing Commitments (including the exercise of “market flex” provisions in the related fee letter) as promptly as practicable following the date hereof (taking into account the expected timing of the Closing). Sequential shall comply with its obligations, and enforce its rights, under the Financing Commitments in a timely and diligent manner. In the event that all conditions to the Financing Commitments set forth therein have been, or upon funding will be, satisfied, Sequential shall use its reasonable best efforts to cause the lenders party thereto and the other Persons providing such Financing to comply with their obligations under the Financing Commitments and the definitive financing agreements entered into in connection with the Financing and to fund the Financing required to consummate the transactions contemplated by this Agreement and to pay related fees, costs and expenses on or prior to the Closing Date. Sequential will keep MSLO reasonably informed of the status of its efforts to arrange the Financing and to satisfy the conditions thereof, including (A) promptly notifying MSLO of (1) any material breach or default by any party to the Financing Commitments or any definitive financing agreement entered into in connection with the Financing, if such breach or default would reasonably be expected to affect the timely availability of, or the amount of, the Financing and (2) the receipt by any of Sequential or any of its Representatives of any written notice or other written communication from any lender committing or providing the Financing or other Person with respect to (x) any actual, threatened or alleged breach, default, termination or repudiation by any party to the Financing Commitments or any definitive financing agreement entered into in connection with the Financing or any provision thereof (including any proposal by any lender or other Person to withdraw or terminate or make any material change in the terms of the Financing Commitment Letter or on other terms that would reasonably be expected to affect the timely availability of, or the amount of, the Financing) or (y) any material dispute or disagreement between or among any parties to any Financing Commitment or any definitive financing agreement entered into in connection with the Financing, if such dispute or disagreement would reasonably be expected to affect the timely availability of, or amount of, the Financing and (B) upon MSLO’s reasonable request, advising and updating MSLO, in a reasonable level of detail, with respect to status of the Financing. Sequential may replace or amend all or any portion of the Financing Commitments; provided, that such replacement or amendment would not (i) reduce the aggregate cash amount of proceeds of the Financing (including by changing the amount of fees to be paid or original issue discount of the Financing (except as set forth in any “market flex” provisions existing on the date hereof in the related fee letter)), (ii) impose new or additional conditions, or otherwise expand any conditions, to the receipt of the Financing from those set forth in the Financing Commitments on the date hereof, (iii) reasonably be expected to prevent, or materially delay or impair, the availability of the full amount of the Financing or make the funding of the Financing or the satisfaction of the conditions to obtaining the Financing less likely to occur, (iv) adversely affect the ability of Sequential to enforce its rights against any lender or any other Person providing or committing to provide the Financing or (v) adversely impact the ability of Parent Sequential to cause TopCo to timely consummate the MSLO Merger and the other transactions contemplated hereby. For purposes of this Agreement, references to “Financing” shall include the financing contemplated by the Financing Commitments as replaced, amended or Merger Subsidiary modified as permitted hereby, including, if applicable, pursuant to consummate an alternative financing that is in compliance herewith, and references to “Financing Commitments” shall include such documents as replaced, amended or modified as permitted hereby, including, if applicable, pursuant to an alternative financing in compliance herewith. Without limiting the generality of the foregoing and subject to replacements or amendments permitted hereby, Sequential shall use its reasonable best efforts to (i) maintain in effect the Financing Commitments until the transactions contemplated herebyby this Agreement are consummated, including using reasonable best efforts (ii) satisfy on a timely basis (taking into account the anticipated expected timing of the Marketing PeriodClosing) all conditions and covenants applicable to Sequential in the Financing Commitments and any definitive agreements entered into in connection therewith at or prior to Closing and otherwise comply with its obligations thereunder, (iiii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein (including any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent in the Commitment Letter that are within its control and otherwise comply consistent with its obligations thereunder, (iii) maintain in effect the Commitment Letter until the transactions those contemplated by this Agreement are consummated, the Financing Commitments and (iv) enforce its rights under the Commitment Letter, and (v) subject to the terms and conditions contemplated by the Commitment Letter, consummate the Financing at or prior to the Closing. Parent shall have If, notwithstanding the right from time use of reasonable best efforts by Sequential to time to amendsatisfy its obligations under this Section 5.7, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter, and/or substitute other debt financing for all or any portion of the Financing from the same and/or alternative Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as of the date of this Agreement; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution of all Commitments (or any portion of definitive financing agreement relating thereto) expire or are terminated or otherwise become unavailable prior to the Financing Closing, in whole or in part, for whatever reason, Sequential shall not (i) impose any additional conditions precedent promptly notify MSLO of such expiration, termination or expand upon unavailability and the conditions precedent to the Financing as set forth in the Commitment Letter, reason therefor and (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the definitive documents related to the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (including any “market flex” provisions), Parent shall use its reasonable best efforts to promptly arrange to and obtain alternative financing from alternative sources on terms and conditions not materially less favorable to Parent and Merger Subsidiary sources, in an amount sufficient to consummate the transactions contemplated by this Agreement (and to pay related fees, costs and expenses as promptly as practicable following the occurrence of such event and which do not include any conditions to the consummation of such alternative financingfinancing that are more onerous than the conditions set forth in the Financing Commitments. True, any amended complete and correct copies of each commitment letter and other agreement relating to the alternative financing will be promptly provided to MSLO. Sequential acknowledges and agrees that the obtaining of the Financing is not a condition to the Closing. For the avoidance of doubt, if the Financing has not been obtained, Sequential will continue to be obligated, subject to the fulfillment or substitute financing permitted waiver of the conditions set forth in Sections 7.1 and 7.3, to complete the Mergers and consummate the other transactions contemplated hereby. (b) Prior to the Closing, MSLO shall use reasonable best efforts to provide to Sequential, at Sequential’s sole expense, all cooperation reasonably requested by this Section 8.09(a), and Sequential in connection with the Financing, an “Available Financing”). In the event that on the final day of the Marketing Period including by using reasonable best efforts in (i) furnishing Sequential and its lenders any information and financial statements reasonably requested by such Persons as is customarily required in connection with the execution of debt financings similar to the Financing (provided, that MSLO will have no obligation to prepare pro forma financial information or post-closing financial information), (ii) participating, but only together with the executive officers of Sequential and other members of senior management and representatives of Sequential, and at a time and place acceptable to the executive officers of MSLO, in a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers or agents for, and prospective lenders and purchasers of, the Financing and the executive officers of MSLO and other members of senior management and representatives of MSLO), presentations, road shows, due diligence sessions and sessions with rating agencies in connection with the Financing, as reasonably requested by Sequential, (iii) assisting Sequential and its lenders in the preparation of customary bank information memoranda, rating agency presentations and lender presentations relating to the Financing, (iv) cooperating with the marketing efforts of Sequential and its lenders for all or any portion of the Financing structured as High Yield Financing has not been consummatedFinancing, (iiv) providing information with respect to the assets of MSLO and its Subsidiaries that will serve as collateral for the Financing as is reasonably requested by Sequential and, subject to Section 6.2, providing reasonable access to Sequential and its lenders, during normal working hours and upon reasonable advance notice, to allow them to conduct audit examinations and appraisals with respect to such collateral, (vi) seeking to cause its auditors to provide assistance to Sequential consistent with their customary practice (including to provide and consent to the use of their audit reports relating to the consolidated financial statements of MSLO and its Subsidiaries), in each case on customary terms and consistent with their customary practice in connection with financings similar to the Financing, (vii) so long as such documents and other information are reasonably requested by Sequential in writing at least ten Business Days prior to the Closing Date, providing all closing conditions contained documentation and other information required by regulatory authorities with respect to MSLO and its Subsidiaries under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act of 2001, as amended, and (viii) seeking to arrange for customary payoff letters, lien terminations and instruments of discharge to be delivered at Closing providing for the payoff, discharge and termination on the Closing Date of all indebtedness contemplated by the Financing Commitment to be paid off, discharged and terminated at Closing; provided, however, that, irrespective of the above, (A) such requested cooperation shall not unreasonably interfere with the business or the ongoing operations of MSLO and its Subsidiaries, (B) nothing in Article 9 this Section 5.7(b) shall have been require cooperation to the extent that it would (x) cause any condition to the Closing set forth in Sections 7.1 and 7.3 to not be satisfied or waived otherwise cause any breach of this Agreement or (y) reasonably be expected to conflict with or violate MSLO’s or any its Subsidiaries’ organizational documents or any applicable Law, (C) prior to the Closing, none of the directors or managers of MSLO or any of its Subsidiaries, acting in such capacity, shall be required to execute, deliver or enter into or perform any agreement, certificate, document or instrument with respect to the Financing or adopt any resolutions approving the agreements, documents and instruments pursuant to which the Financing is obtained, and (D) none of MSLO’s or its Subsidiaries’ officers or employees shall be required to execute, deliver or enter into, or perform any agreement, document or instrument with respect to the Financing that is not contingent upon the Closing or that would be effective prior to the Effective Time. (c) Notwithstanding Section 5.7(b) above, none of MSLO or any of its Subsidiaries shall be required to bear any cost or expense or to pay any commitment or other similar fee or make any other payment in connection or incur or assume any other liability or obligation with the Financing prior to the Effective Time except in the case of expenses that are reimbursed as provided in Section 8.2(b). Sequential shall, promptly upon request, reimburse MSLO for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by MSLO or any of its Subsidiaries in connection with fulfilling its obligations pursuant to Section 5.7(b). Sequential shall indemnify and hold harmless MSLO and 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 in connection with the arrangement of the Financing and any information utilized in connection therewith (other than those conditions that historical information relating to MSLO or its Subsidiaries provided by their nature will not be satisfied until MSLO in writing specifically for use in the Closing) and (iii) all conditions Financing offering documents). MSLO hereby consents to the Bridge Financing set forth use of its and its Subsidiaries’ logos in connection with the Commitment Letter have been satisfiedFinancing; provided, then Parent shall borrow under and use the proceeds that such logos are used solely in a manner that is not intended to nor reasonably likely to harm or disparage MSLO or any of the Bridge Financing (or such alternative bridge financing) to replace such affected portion of the High Yield Financing on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger its Subsidiaries or the Financingreputation or goodwill of MSLO or any of its Subsidiaries and its or their marks.

Financing. (a) Parent and Merger Subsidiary Acquiror shall use their 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 Letter or on other terms that would not adversely impact the ability of Parent or Merger Subsidiary Letters (subject to consummate the transactions contemplated herebyany flex provisions expressly set forth therein), including maintaining in effect the Commitment Letters and using reasonable best efforts to, as promptly as possible, (taking into account i) satisfy (which may include satisfaction by waiver) on a timely basis all conditions applicable to Acquiror obtaining the anticipated timing Financing set forth therein (including by consummating the Financing pursuant to the terms of the Marketing Period) to Equity Commitment Letter), (iii) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein contemplated by the Debt Commitment Letter (including any “market flex” related flex provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent in the Commitment Letter that are within its control and otherwise comply with its obligations thereunderaggregate not materially less favorable to Acquiror, (iii) maintain in effect timely prepare the Commitment Letter until necessary offering documents or marketing materials with respect to the transactions contemplated by this Agreement are consummatedDebt Financing, (iv) enforce its rights under commence the syndication activities contemplated by the Debt Commitment Letter, Letter and (v) subject to the terms and conditions contemplated by the Commitment Letter, consummate the Financing at the or prior to Closing. Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter, and/or substitute other debt financing for all or any portion of the Financing from the same and/or alternative Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as of the date of this Agreement; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub Acquiror shall give Sellers prompt written notice (and in any event no later than three (3) Business Days following the Company prompt notice: relevant event) (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any result in material breach or material default) by any party to any Commitment Letter or definitive document related to other Debt Document of which Acquiror obtains knowledge, (B) if and when Acquiror obtains knowledge that any portion of the Financing of which Parent or its Affiliates becomes aware; contemplated by any Commitment Letter may not be available to consummate the transactions contemplated by this Agreement, (BC) of the receipt of any written notice or other written communication from any Person with respect to any: (x) any actual or potential material breach, material breach or default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or other Debt Document, (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); and (CD) if for any reason Parent or Merger Sub Acquiror reasonably believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or and from the sources contemplated by the any Commitment Letter (subject to any flex provisions expressly set forth therein) or the definitive documents agreements with respect thereto (such definitive agreements related to the Debt Financing; provided, that in no event will Parent or Merger Subsidiary be under collectively, with the Debt Commitment Letter, the “Debt Documents”) and (E) of any termination of any Commitment Letter. Without limiting the obligation to disclose any provide such information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As without request as provided in the immediately preceding sentence, as soon as reasonably practicable, but in any event within three two (32) Business Days after the date the Company delivers Parent or Merger Sub Sellers deliver Acquiror a written request, Parent and Merger Subsidiary Acquiror shall provide any information reasonably requested by the Company Sellers relating to any circumstance referred to in clause clauses (A), ) through (B) or (CD) of the immediately preceding sentence. Without limiting the foregoing, and subject to the proviso Acquiror shall keep Sellers informed on a reasonably current basis in reasonable detail of the immediately 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. In the event If any portion of the Financing becomes unavailable on the terms and conditions contemplated in the applicable Commitment Letter (including any “market flex” provisions)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, Parent shall and pursuant to, this Agreement, Acquiror shall, without limiting the obligations of Acquiror set forth in the immediately following sentence, use its all reasonable best efforts to arrange to obtain alternative financing financing, including from alternative sources sources, on terms and conditions in the aggregate not materially less favorable to Parent 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 Merger Subsidiary 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 an 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 sufficient 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, or (y) impose any new or additional condition, or otherwise amend, modify or expand any condition, to the receipt of any portion of the Financing in a manner that would reasonably be expected to (I) delay or prevent the Closing Date, (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, the ability of Acquiror to consummate the transactions contemplated hereby or the likelihood of the consummation of the transactions contemplated hereby. Acquiror acknowledges and agrees that the obtaining of the Financing, or any Alternative Financing, is not a condition to Closing and reaffirms its obligation to consummate the transactions contemplated by this Agreement (any such alternative financing, any amended or substitute financing permitted by this Section 8.09(a), irrespective and the Financing, an “Available Financing”). In the event that on the final day independently of the Marketing Period (i) all or any portion availability of the Financing structured as High Yield Financing has not been consummatedor any Alternative Financing, (ii) all closing subject to fulfillment or waiver of the conditions contained in Article 9 shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until the Closing) and (iii) all conditions to the Bridge Financing set forth in the Commitment Letter have been satisfied, then Parent 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 on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the FinancingArticle VIII.

Financing. (a) Each of Parent and Merger Subsidiary Sub shall, and shall cause each of its affiliates to, use their its reasonable best efforts to arrange obtain and consummate the Financing on the terms and conditions described in the Debt Commitment Letter or on other terms that would not adversely impact (including the ability of Parent or Merger Subsidiary to consummate the transactions contemplated herebyflex provisions), including using its reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to (i) comply with its obligations under the Debt Commitment Letter, (ii) negotiate and enter into definitive agreements with respect thereto to and as contemplated by the Debt Commitment Letter on the terms and conditions contained therein (including any “market flex” flex provisions) or on other terms reasonably acceptable no less favorable to Parent and not Merger Sub than those contained in violation of this Section 8.09the Debt Commitment Letter, (iiiii) satisfy on a timely basis all conditions and covenants applicable to Parent and Merger Sub contained in the Debt Commitment Letter (including definitive agreements related thereto but excluding any conditions that are within its control and otherwise comply with its obligations thereunderhave been waived), including the payment of any commitment, engagement or placement fees required as a condition to the Financing, (iiiiv) maintain in effect the Debt Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Commitment Letter, and (v) subject to the terms and conditions contemplated by the Commitment Letter, consummate the Financing at or prior to the ClosingClosing Date (it being understood that it is not a condition to Closing under this Agreement, nor to the consummation of the Merger, for Parent or Merger Sub to obtain the Financing or any alternative financing). Parent and Merger Sub shall have keep Company reasonably informed on a reasonably current basis and in reasonable detail of the right from time to time to amend, replace, supplement or otherwise modify, or waive any status of its rights under, the Commitment Letter, and/or substitute other debt financing for all or any portion of efforts to arrange the Financing from the same and/or alternative Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents (or similar entities who had not executed the Financing Commitment replacement thereof) as of the date of this AgreementCompany may reasonably request; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of no event will Parent or Merger Subsidiary Sub be under any obligation to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount disclose any information that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, subject to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent attorney-client or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of similar privilege if Parent or Merger Subsidiary Sub shall have used its reasonable best efforts to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreementdisclose such information in a way that would not waive such privilege. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: notice (Ax) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any the Debt Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates Merger Sub becomes aware; , (By) of the receipt of any written notice or other written communication from any Person Lender with respect to any: any (x1) actual or potential material breach, material default, termination or repudiation by any party to any the Debt Commitment Letter or any definitive document related to the Financing or of any provisions of the Debt Commitment Letter or any definitive document related to the Financing or (y2) material dispute or disagreement between or among any parties to any the Debt Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms obligation to fund the Financing or the amount of the Financing or any definitive agreement with respect thereto); to be funded on the Closing Date, and (Cz) if at any time for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the termsterms and conditions, in the manner or from the sources contemplated by the Debt Commitment Letter or the any definitive documents agreements related to the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three two (32) Business Days after business days of the date the Company delivers to Parent or Merger Sub a written request, Parent and Merger Subsidiary Sub shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (Ax), (By) or (Cz) of the immediately preceding sentence. Parent shall not, and subject without the prior written consent of Company, amend, modify, supplement or waive any of the conditions or contingencies to funding contained in the Debt Commitment Letter or any other provision of, or remedies under, the Debt Commitment Letter in a manner that (A) imposes additional or adversely modifies conditions or other contingencies to the proviso availability of the immediately preceding sentenceFinancing relative to those contained in the Debt Commitment Letter as of the date of this Agreement, (B) would otherwise reasonably be expected to prevent or materially impair or delay the funding of the Financing (or satisfaction of the conditions to the Financing) on the Closing Date or the Closing, or (C) reduces the aggregate amount of the Financing set forth in the Debt Commitment Letter as of the date of this Agreement; provided that, for the avoidance of doubt, Parent may by joinder, amendment and restatement or similar means add additional banks or financial institutions as arrangers, agents, committing parties or lenders under the Debt Commitment Letter. In the event any portion of all conditions applicable to the Financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter (including any “market flex” provisions)have been satisfied, Parent shall use its reasonable best efforts to arrange cause the Lenders to obtain alternative financing from alternative sources on terms and conditions not materially less favorable to Parent and Merger Subsidiary in an amount sufficient fund the Financing required to consummate the transactions contemplated by this Agreement on the date that the Closing should occur pursuant to Section 1.2 or, if such date has already passed, as promptly as practicable (including by paying or causing to be paid any commitment or other fees arising, but excluding the commencement of litigation against such alternative financing, any amended or substitute financing permitted by this Section 8.09(a), and the Financing, an “Available Financing”Person). In the event that on the final day of the Marketing Period (i) all or any portion of the Financing structured becomes unavailable, Parent shall notify Company and use its reasonable best efforts to arrange alternative financing from the same or other sources of financing on terms and conditions (including the flex provisions) no less favorable to Parent and Merger Sub than those contained in the Debt Commitment Letter as High Yield of the date hereof, and in an amount sufficient to timely consummate the transactions contemplated by this Agreement on the terms and conditions set forth herein. For the avoidance of doubt, Parent’s obtaining of the Financing has is not been consummateda condition to the obligations of Parent or Merger Sub to consummate the Closing. Notwithstanding anything to the contrary herein, nothing in this Agreement shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, Parent or Merger Sub to commence litigation against any Lender, pay any fees in excess of those contemplated by the Debt Commitment Letter, or agree to any “market flex” terms less favorable in any material respect to Parent than such corresponding market flex terms contained in or contemplated by the Debt Commitment Letter. (b) Company shall, and shall cause its Subsidiaries to, and shall request their respective Representatives to, at Parent’s sole cost and expense, use reasonable best efforts to cooperate with Parent, Merger Sub and their authorized Representatives in connection with the arrangement and consummation of the Financing (or any permitted replacement, amended, modified or alternative financing), including (i) participating in a reasonable number of meetings and due diligence sessions on reasonable advance notice and at reasonable locations, (ii) promptly furnishing Parent, Merger Sub and the Lenders with the Required Information and information which any lender providing or arranging the Financing has requested under applicable “know your customer” and anti-money laundering rules and regulations, including USA PATRIOT Act, FATCA and OFAC at least five (5) business days prior to the Closing Date, to the extent requested at least ten (10) business days prior to the Closing Date, (iii) assisting with the preparation of materials for rating agency presentations, bank information memoranda and similar documents required in connection with the Financing (collectively, the “Offering Materials”) and Company agrees that Parent and the Lenders shall be permitted to include any logos of Company or any of its Subsidiaries in the Offering Materials, provided that such logos are not used in a manner that would reasonably be expected to harm or disparage Company, its Subsidiaries or their marks, (iv) cooperating in and assisting with the preparation of any pledge and security documents and other definitive financing documents and facilitating the pledge of collateral in connection with the Financing, (v) executing and delivering (or using reasonable best efforts to obtain from its advisors), and causing its affiliates to execute and deliver (or use reasonable best efforts to obtain from their advisors), customary certificates, accountants’ comfort letters (and consents of accountants for use of their reports in any materials relating to the Financing and in connection with any filings required to be made by Parent pursuant to the Securities Act or the Exchange Act where the financial statements of Company and its Subsidiaries included (or incorporated by reference) in the Company SEC Reports or any of the other Required Information is included or incorporated by reference), or 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) providing authorization letters to the Lenders authorizing the distribution of information to prospective lenders or investors and containing a representation to the Lenders that the public side versions of such documents, if any, do not include material non-public information about Company or its Subsidiaries or Equity Interests, (vii) obtaining surveys and title insurance reasonably requested by Parent and customary for financings similar to the Financing, (viii) taking all closing conditions contained actions reasonably requested by Parent or Merger Sub to permit the Lenders to evaluate the Company’s and its Subsidiaries’ inventory, current assets and cash management systems for the purpose of establishing collateral arrangements (including providing sufficient access to allow the Lenders (or their agents or representatives) to conduct an initial field examination and inventory and rolling stock appraisals, (ix) executing and delivering, and causing its Subsidiaries to execute and deliver customary certificates (excluding solvency certificates), and (x) facilitating the entrance into other documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the Financing as may be reasonably requested by Parent in Article 9 connection with the Financing and otherwise reasonably facilitating the pledge of collateral and providing of guarantees contemplated by the Debt Commitment Letter (including, without limitation and to the extent required by the Debt Commitment Letter to be obtained or delivered at the Closing, executing and delivering agreements, documents or certificates that facilitate the creation, perfection or enforcement of liens securing the Financing as requested by Parent or Merger Sub or the Lenders, in each case, in form and substance reasonably satisfactory to Parent, and delivering original stock certificates to the Lenders or their agents or representatives, together with blank stock powers, at the Closing); provided, that (A) Company shall not be required to become subject to any obligations or liabilities with respect to such agreements or documents that would become effective prior to the Effective Time and (B) none of Company or any of its Subsidiaries shall be required to provide access to or disclose information if Company reasonably determines that such access or disclosure would jeopardize the attorney-client privilege of Company or any of its Subsidiaries or contravene any Law or any material contract to which Company or any of its Subsidiaries is a party; provided that Company and its Subsidiaries will use reasonable best efforts to provide such information in a manner that does not violate such agreement or Law or waive such privilege. Company shall, and shall cause its Subsidiaries to, promptly supplement the Required Information to the extent that such Required Information, to the knowledge of the Company or any Subsidiary, fails to be Compliant. Parent shall, following written demand from Company, reimburse Company for all reasonable and documented out-of-pocket costs incurred by Company or its Subsidiaries in connection with such cooperation. Parent and Merger Sub acknowledge and agree that Company and its affiliates and their respective Representatives shall not have been satisfied any responsibility for, or waived incur any liability to any person under or in connection with, the arrangement or marketing of the Financing or any alternative financing that Parent or Merger Sub may raise in connection with the transactions contemplated by this Agreement. Parent and Merger Sub shall, on a joint and several basis, indemnify and hold harmless Company, its affiliates and their respective Representatives from and against any and all damages suffered or incurred by them in connection with the arrangement or marketing of the Financing or any alternative financing and any information utilized in connection therewith (other than those information provided in writing by Company or its Subsidiaries expressly for use in connection therewith and other than any damages resulting from the gross negligence or willful misconduct of such indemnified Person). Company shall, and shall cause its Subsidiaries to, and shall request their respective Representatives to, at Parent’s sole cost and expense, use reasonable best efforts to provide information and cooperation to Parent required in connection with any Parent equity financing contemplated under the Debt Commitment Letter (including financial statements complying with Regulation S-X under the Securities Act, comfort letters, accountants’ consents and customary certificates); provided, however, that all terms and conditions that by their nature will not be satisfied in this Agreement limiting or qualifying Company’s and its Subsidiaries’ obligations with respect to the Financing or any alternative financing shall apply to this sentence mutatis mutandis. (c) Without limiting the generality of Section 6.13(b), from the date hereof until the Closing, Company shall deliver to Parent and the Lenders (i) within ninety (90) days after the end of any fiscal year ending after the date hereof, audited consolidated balance sheets and related consolidated statements of income, shareholder’s equity and cash flows of Company and its Subsidiaries for such fiscal year, (ii) within forty-five (45) days of the end of any fiscal quarter ending after the date hereof, unaudited consolidated balance sheets and related consolidated statements of income and cash flows of Company and its Subsidiaries for such fiscal quarter and (iii) all conditions to within thirty (30) days after the Bridge Financing set forth in the Commitment Letter have been satisfiedend of any fiscal month beginning with (and including) June, then Parent shall borrow under 2017, unaudited consolidated balance sheets and use the proceeds related consolidated statements of the Bridge Financing income and cash flows of Company and its Subsidiaries for each such preceding month (or such alternative bridge financing) to replace such affected portion of the High Yield Financing on the Closing Date. Notwithstanding the foregoing or anything else set forth hereincollectively, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the Financing“Supplemental Financial Statements”).

Financing. (a) Parent and Merger Subsidiary Purchaser shall use their reasonable its best efforts to arrange 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 on prior to the Closing Date for the purpose of, among other terms that would not adversely impact things, funding the ability of Parent or Merger Subsidiary to consummate the transactions contemplated hereby, including using reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to Purchase Price. Such actions shall include: (i) negotiate maintaining in full force and enter into definitive agreements effect and in all material respects the Debt Commitment Letter in the form provided to Sellers concurrently with respect thereto on the terms and conditions contained therein (including any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation execution of this Section 8.09Agreement, (ii) satisfy satisfying on a timely basis all of the conditions precedent and covenants to the Debt Financing applicable to Parent in the Commitment Letter Purchaser that are within its control and otherwise comply with its obligations thereunderto be satisfied by Purchaser, (iii) maintain negotiating, executing and delivering definitive documents (“Debt Financing Documents”) that reflect in effect all material respects the terms contained in the Debt Commitment Letter until (including, as necessary, agreeing to any requested changes to the transactions contemplated by this Agreement are consummatedcommitments 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) enforce drawing such amount 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 Sellers (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, and in a manner that would reasonably be expected to delay or prevent or make less likely the funding of the Debt Financing (v) subject or satisfaction of the conditions to the terms and conditions contemplated by Debt Financing) on the Closing Date, provided that Purchaser may (1) amend the Debt Commitment Letter, consummate the Financing at the Closing. Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter, and/or substitute other debt financing for all or any portion of the Financing from the same and/or alternative Financing Sources, including without limitation Letter to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed entities, (2) implement or exercise the “flex” provisions contained in one or more fee letters related to the Debt Financing Commitment as 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 of this Agreement; provided, hereof. Purchaser acknowledges and agrees that any such amendment, replacement, supplement or other modification its obligations to or waiver of any provision of consummate the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this AgreementAgreement 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. Parent Purchaser shall be permitted keep Sellers fully informed, in all reasonable detail, of the status of their efforts to reduce arrange the amount of Debt Financing under and shall, from the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on date hereof until the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) promptly notify Sellers of the receipt by Purchaser of any written notice or other written communication from any Person Debt Financing Source with respect to any: (x) actual any actual, threatened or potential alleged material breach, material default, termination or repudiation by any party to any Debt Commitment Letter or any definitive document related Debt Financing Document or any material provision of the Debt Financing contemplated pursuant to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Debt Commitment Letter or the definitive documents related to the Financing; providedDebt Financing Documents, provided that in no event will Parent or Merger Subsidiary 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 reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigationlegal privilege. As soon as reasonably practicablePurchaser shall promptly provide Sellers, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written upon reasonable request, Parent with copies of any Debt Financing Documents and Merger Subsidiary such other information and documentation regarding the Debt Financing as shall be reasonably necessary to allow Sellers to monitor the progress of such financing activities. Upon request, Purchaser shall provide Sellers with written updates concerning the status of any information reasonably requested by the Company relating Equity Issuance, including whether DHX intends to any circumstance referred proceed with an Equity Issuance to in clause (A), (B) or (C) raise part of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. Purchase Price. (b) In the event of any portion of notification or communication that the Debt Financing becomes unavailable on will not be available to Purchaser in accordance with the terms and conditions contemplated in the Commitment Letter (including any “market flex” provisions)hereof, Parent Purchaser shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange to for and obtain as promptly as practicable following the occurrence of any such Financing Failure Event alternative debt financing from alternative sources (the “Alternative Financing”) on commercially reasonable terms, whether or not such terms and conditions not materially are more or less favorable to Parent and Merger Subsidiary Purchaser than the terms of the Debt Commitment Letter, in an amount sufficient to consummate the transactions contemplated by 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 (any such alternative financing, any amended or substitute financing permitted by this Section 8.09(a), and with respect to the Debt Financing, an “Available Financing”). In the event that on the final day Alternative Financing is obtained, Purchaser shall promptly provide Sellers with a copy of the Marketing Period 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 the earlier of (i) all the Closing Date and (ii) termination of this Agreement pursuant to Section 9.1, Sellers 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 Sellers shall not be required to provide cooperation under this Section 6.11(c) that: (w) unreasonably interferes with the ongoing business of Sellers or any portion of the Purchased Companies; (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 any Seller or any of the Purchased Companies is a party; or (z) requires Sellers or any of their respective directors, officers, managers or employees to execute, deliver or enter into, or perform any agreement, document or instrument, including any Debt Financing structured Document, with respect to the Debt Financing that is not contingent upon the Closing or that would be effective prior to the Closing and the directors and managers of Sellers 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 Sellers be in breach of this Agreement because of the failure to deliver any financial or other information that is not currently readily available to Sellers on the date hereof or is not otherwise prepared in the ordinary course of business of Sellers 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 any Seller be required to pay any commitment or similar fee or incur any Liability (including due to any act or omission by any Seller or any of their 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 High Yield a result of any information provided by a 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 Sellers reimburse Sellers for all documented out-of-pocket costs incurred in good faith by Sellers in connection with such cooperation and (ii) indemnify and hold harmless each Seller, and each of its 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 arrangement 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. (e) To the extent that this Section 6.11 requires Sellers’ cooperation with respect to any of Purchaser’s obligations under the Debt Commitment Letter or relating to the Debt Financing, Sellers shall be deemed to have complied with this Section 6.11 for purposes of Article VII of this Agreement if Sellers have provided Purchaser with the assistance required under this Section 6.11 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 Sellers’ obligations under this Section 6.11, shall be deemed satisfied unless the Debt Financing has not been consummated, (ii) all closing conditions contained in Article 9 shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until the Closing) and (iii) all conditions to the Bridge Financing set forth in the Commitment Letter have been satisfied, then Parent shall borrow obtained primarily as a direct result of Sellers’ breach of its obligations under and use the proceeds of the Bridge Financing (or such alternative bridge financing) to replace such affected portion of the High Yield Financing on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the Financingthis Section 6.11.

Financing. (a) Parent Each of Anthem and Merger Subsidiary Cigna shall use their its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange the Financing on the terms and conditions related transactions described in the Commitment Letter or on other terms that would not adversely impact the ability of Parent or Merger Subsidiary to consummate the transactions contemplated herebyLetter, including using reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to (i) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein contemplated by the Commitment Letter (including any “market flex” provisions) or on with other terms reasonably acceptable to Parent and not in violation of this Section 8.09conditions agreed by Anthem, Cigna and the Financing Parties), (ii) satisfy (or obtain a waiver of) on a timely basis all conditions and covenants applicable to Parent in obtaining the Commitment Letter that are within its control and otherwise comply with its obligations thereunderFinancing set forth therein, (iii) maintain in effect consummate the Commitment Letter until Financing at or prior to the transactions contemplated by this Agreement are consummated, Closing and (iv) with respect to Anthem, enforce its rights under the Commitment Letter, Letter and (v) subject the definitive agreements relating to the terms and conditions contemplated by the Commitment LetterFinancing. (b) Notwithstanding Section 5.14(a), consummate the Financing at the Closing. Parent Anthem shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter, and/or substitute or enter into other debt financing for all arrangements as an alternative to the Financing; provided that Anthem shall not enter into any such amendment, supplement, modification, waiver or alternative if such amendment, supplement, modification, waiver or alternative imposes new or additional conditions or otherwise expands, amends or modifies any portion of the Financing from conditions to the same and/or alternative Financing SourcesFinancing, including without limitation or otherwise expands, amends or modifies any other provision of the Commitment Letter, in a manner that would (i) materially and adversely affect the ability of Anthem to fund its obligations when due under this Agreement or (ii) materially and adversely affect the ability of Anthem to enforce its rights under the terms of the Commitment Letter or the definitive agreements with respect thereto; provided, further, that Anthem may amend the Commitment Letter or the definitive agreements with respect thereto to add additional lenders, lead arrangers, bookrunners, syndication and agents or similar entities who had in a manner that would not executed the Financing Commitment as of the date of this Agreement; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) materially adversely impact affect the ability of Parent or Merger Subsidiary Anthem to enforce fund its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations when due under this Agreement. Without limiting the generality of the foregoing. (c) Anthem and Cigna shall, Parent and Merger Sub shall give the Company prompt notice: (A) of cause their respective Subsidiaries to, refrain from taking, directly or indirectly, any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, action that would reasonably be expected to give rise to result in the failure of any material breach or material default) by any party to any of the conditions contained in the Commitment Letter or in any definitive document agreement related to the Financing Financing. (d) Each of which Parent or its Affiliates becomes aware; Anthem and Cigna shall give the other party prompt written notice (Bi) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material threatened breach, material default, termination or repudiation by any party to any the Commitment Letter or any definitive document documents related to the Financing or any provisions of which such party becomes aware and (ii) of the Commitment Letter occurrence of an event or any definitive document related development that would reasonably be expected to adversely impact the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able ability to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter Letter. (e) If Anthem or the definitive documents related to the Financing; provided, Cigna becomes aware that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated contained in the Commitment Letter (including any “market flex” provisions)Letter, Parent each of Anthem and Cigna shall use its reasonable best efforts to arrange to and obtain in replacement thereof, and negotiate and enter into definitive agreements with respect to, alternative financing from alternative sources on terms and conditions not materially less favorable to Parent and Merger Subsidiary in an amount sufficient to consummate the transactions contemplated by this Agreement Mergers as promptly as practicable following the occurrence of such event; provided, however, that such replacement commitment shall not, without the prior written consent of each of Anthem and Cigna (any such alternative financingwhich shall not be unreasonably withheld, any amended conditioned or substitute financing permitted by this Section 8.09(adelayed), be subject to any additional or modified conditions or other contingencies to the funding of the Financing than those contained in the Commitment Letter that would be reasonably expected to prevent or materially impede, interfere with, hinder or delay the consummation of the Mergers. (f) Each of Anthem and Cigna shall use its respective reasonable best efforts to, and to cause their respective representatives to, on a timely basis, provide all reasonable cooperation requested by other party or the Financing Parties that is reasonably necessary and customary to assist in connection with obtaining the Financing if such requested cooperation does not unreasonably interfere with the ongoing operations of Anthem or Cigna, as applicable. Without limiting the generality of the foregoing, such cooperation shall in any event include using reasonable best efforts with respect to: (i) participating in a reasonable number of meetings and drafting sessions, and participating in reasonable and customary due diligence, (ii) furnishing the Financing Parties with such financial and other pertinent information as may be reasonably requested to consummate the Financing, an “Available Financing”). In the event that on the final day including all financial statements and financial data of the Marketing Period type required by Regulation S-X and Regulation S-K under the Securities Act and applicable to a registration statement under the Securities Act on Form S-3, including delivery of (iA) all or audited consolidated balance sheets and related audited statements of income, stockholders’ equity and cash flows of Cigna for each of the three fiscal years most recently ended at least 90 days prior to the Closing Date and (B) unaudited consolidated balance sheets and related unaudited statements of income, stockholders’ equity and cash flows of Cigna for each subsequent fiscal quarter ended at least 45 days prior to the Closing Date, (iii) assisting the Financing Parties in the preparation of (I) an offering document for any portion of the Financing structured as High Yield Financing has not been consummatedand (II) materials for rating agency presentations and providing customary authorization letters related thereto, (iiiv) all closing conditions contained obtaining customary financing accountants’ comfort letters and consents of accountants from Cigna’s independent public accounting firm for use of their reports in Article 9 shall have been satisfied or waived any materials relating to the Financing and in connection with any filings required to be made by Anthem pursuant to the Securities Act (other than those conditions that by their nature will not be satisfied until including any registration statement) relating to the ClosingFinancing and (v) reasonably cooperating with the marketing efforts for any portion of the Financing. For purposes of clauses (f) and (iiig) all conditions of this Section 5.14 only, “Financing” shall include the financings expressly contemplated pursuant to the Bridge Financing set forth Commitment Letter, including any issuance(s) of Takeout Securities and Term Facilities (as both terms are defined in the Commitment Letter have been satisfied, then Parent 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 on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the FinancingLetter).

Financing. (ai) Parent The Buyer will have available to it at the Closing all funds necessary for its payment of the Closing Merger Consideration in accordance with this Agreement and Merger Subsidiary shall use their reasonable best efforts to arrange the Financing on the terms and conditions described in the Commitment Letter or on for all other terms that would not adversely impact the ability of Parent or Merger Subsidiary actions necessary for Buyer to consummate the transactions contemplated herebyin this Agreement. The Buyer understands that its obligations to consummate the transactions (ii) Buyer has delivered to the Company a true, including using reasonable best efforts (taking into account the anticipated timing complete and correct copy of the Marketing Period) to (i) negotiate an executed debt commitment letter from Xxxxxx Xxxxxxx Senior Funding, Inc. and enter into definitive agreements Barclays Bank PLC (the “Debt Commitment Letter”) and (ii) each related fee letter (with customary redactions only with respect thereto on to fee amounts and the economic terms and conditions contained therein (including any of the “market flex” provisionsprovisions and nothing which would affect the amount or availability of the Financing), in each case of the foregoing clauses (i) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent ), in effect as of the date hereof (such Debt Commitment Letter that are within its control and otherwise comply related fee letters, as they may be amended, modified or replaced in accordance with its obligations thereunderSection 4.9, (iii) maintain collectively, the “Financing Commitments”), which establish commitments to provide debt financing in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Commitment Letter, an aggregate amount set forth therein and (v) subject only to the terms and conditions contemplated by the Commitment Letter, consummate set forth therein (such debt financing described in the Financing at the Closing. Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any Commitments of its rights undersuch aggregate amount described therein, the Commitment Letter“Financing”). (iii) As of the date hereof, and/or substitute other debt financing for all or any portion none of the Financing from the same and/or alternative Financing Sources, including without limitation Commitments have been amended or modified and no amendment or modification to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as Commitments is contemplated; provided that, for purposes of the date of this Agreement; providedforegoing, that any such amendment, replacement, supplement the existence or other modification to or waiver of any provision exercise of the Commitment Letter that amends “flex” provisions contained in one or more fee letters with respect to the Financing and/or substitution of all Commitments shall not constitute an amendment or any portion modification of the Financing shall Commitments. The respective commitments contained in the Financing Commitments have not (i) impose been terminated, reduced, withdrawn or rescinded in any additional conditions precedent respect and, other than any replacement of the Financing Commitments permitted pursuant to Section 4.9, no such termination, reduction, withdrawal or expand upon the conditions precedent rescission is contemplated. There are no side letters or other contracts or arrangements related to the funding of the Financing other than as expressly set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties Financing Commitments delivered to the Commitment Letter Company pursuant to this Section 3.2(e). The Buyer has fully paid any and all commitment fees or (iii) prevent other fees, amounts or impede expenses in connection with the Financing Commitments that are payable on or delay prior to the consummation date hereof and the Buyer is unaware of any fact or occurrence existing on the date hereof that would reasonably be expected to cause any of the Merger and assumptions or any of the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as statements set forth in the Commitment Letter, (ii) adversely impact the ability of Parent Financing Commitments to be ineffective or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger inaccurate. The Financing Commitments are in full force and effect and the other transactions contemplated by this Agreement. For obligations set forth therein (including, for the avoidance of doubt, the syndication obligation to provide the Financing upon satisfaction or waiver of the Limited Financing Conditions) are the legal, valid, binding and enforceable obligations of the Buyer and, to the Buyer’s Knowledge, each of the other parties thereto. There are no conditions precedent or other contingencies related to the funding of the full amount (or any portion) of the Financing, including any condition relating to the availability of the Financing pursuant to any “flex” provision, other than as expressly set forth in the extent permitted by the Debt Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement(such conditions, the “Limited Financing Conditions”). Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or material default (or any No event or circumstance thathas occurred which, with or without notice, lapse of time or both, constitutes or could reasonably be expected to constitute a default or breach on the part of the Buyer or, to the Buyer’s Knowledge, any other party thereto under any of the Financing Commitments. The Buyer has no reason to believe that any of the conditions to the Financing contemplated by the Financing Commitments will not be satisfied on a timely basis or that the Financing will not be made available to the Buyer on or prior to the Closing, and the Buyer is not aware of the existence of any current or anticipated fact or event as of the date hereof that would reasonably be expected to give rise cause such conditions to funding not be satisfied on a timely basis or the Closing not to occur. The Buyer has not incurred any material breach obligation, commitment, restriction or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt other liability of any written notice kind, and is not contemplating or aware of any obligation, commitment, restriction or other written communication from liability of any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the termskind, in either case which could reasonably be expected to impair or adversely affect the manner resources, funds or from the sources contemplated by the Commitment Letter or the definitive documents related to the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (including any “market flex” provisions), Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms and conditions not materially less favorable to Parent and Merger Subsidiary in an amount sufficient to consummate the transactions contemplated by this Agreement (any such alternative financing, any amended or substitute financing permitted capabilities addressed by this Section 8.09(a), 3.2(e) (including the Financing Commitments and the Financing, an “Available Financing”). In the event that on the final day of the Marketing Period (i) all or any portion of the Financing structured as High Yield Financing has not been consummated, (ii) all closing conditions contained in Article 9 shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until the Closing) and (iii) all conditions to the Bridge Financing set forth in the Commitment Letter have been satisfied, then Parent 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 on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the Financing.

Financing. (a) Parent and Merger Subsidiary The Buyer shall use their its reasonable best efforts to arrange 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 conditions, in all material respects, described in the Debt Commitment Letter or on other terms that would not adversely impact the ability of Parent or Merger Subsidiary to consummate the transactions contemplated herebyLetter, including using its reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to (i) maintain in effect the Debt Commitment Letter, (ii) negotiate and enter into definitive agreements with respect thereto to the Financing on the terms and conditions contained therein (including any “market flex” provisions) or on other terms reasonably acceptable conditions, in all material respects, contemplated by the Debt Commitment Letter and execute and deliver to Parent and not in violation of this Section 8.09the Company a copy thereof concurrently with such execution, (iiiii) satisfy on a timely basis all conditions and covenants applicable to Parent the Buyer in the Debt Commitment Letter that are within its control and otherwise comply with its obligations thereunder, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Debt Commitment LetterLetter in the event of a breach by the lenders or the other persons providing such Financing that would reasonably be expected to prevent, and (v) subject impede or delay the Closing, including seeking specific performance of the lenders or the other persons providing such Financing thereunder. In the event that all conditions to the terms 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 conditions contemplated by the Commitment Letter, consummate other persons providing such Financing to fund on the Closing Date the Financing at (including by seeking specific performance to cause such lenders and the Closingother persons who have committed to provide such Financing to fund such Financing). Parent 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, 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, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as of the date of this Agreementfinancing sources; provided, provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Debt Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing (each, an “Alternative Financing”) shall not (iA) impose any additional conditions precedent or expand upon the conditions precedent or contingencies to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Debt Commitment Letter in any material way or (iiiB) prevent or prevent, impede or delay delay, in any material respect, the consummation of the Merger and the other transactions contemplated by this Agreement. Parent The Buyer shall be permitted to reduce the amount of the Financing under the Debt Commitment Letter in its reasonable discretion; provided, provided that Parent the Buyer shall not reduce the Financing to an amount committed below the amount that is requiredrequired to pay, together with other financial resources of Parent and Merger Subsidiary the Buyer, including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on hand on the Closing Date, the Aggregate Merger Consideration and to consummate make all other necessary payments by the Merger on Buyer in connection with the terms 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; Agreement (the “Required Financing Amount”), and provided further, further that such reduction shall not (ix) impose any additional conditions precedent or expand upon the conditions precedent or contingencies to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Debt Commitment Letter in any material way or (iiiy) prevent or impede or delay delay, in any material respect, the consummation of the Merger Acquisition and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the definitive documents related to the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event If any portion of the Financing becomes unavailable on 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 contemplated in the Debt Commitment Letter (including any “market flex” provisions)and such portion is reasonably required to fund the Aggregate Merger Consideration, Parent the Buyer shall use its reasonable best efforts to arrange to and obtain alternative financing from alternative sources on terms and conditions not materially less favorable to Parent and Merger Subsidiary one or more Alternative Financings in an amount sufficient greater than 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 occurrence) 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. The Buyer shall keep the Company reasonably informed in all material respects of the status of its efforts to arrange the Financing. (b) The Company shall, and shall cause its Subsidiaries to, use their respective reasonable best efforts to cooperate with reasonable requests by the Buyer in its efforts to consummate the transactions contemplated by this Agreement (any such alternative financing, any amended or substitute financing permitted by this Section 8.09(a), and the Financing, an “Available Financing”). In the event that on the final day of the Marketing Period (i) all Financing or any portion of the Financing structured as High Yield Financing has not been consummated, (ii) all closing conditions contained in Article 9 shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until the Closing) and (iii) all conditions to the Bridge Financing set forth in the Commitment Letter have been satisfied, then Parent 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 on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the Alternative Financing.

Financing. The Buyer has available, and on the Closing Date shall have available, sufficient funds, available lines of credit or other sources of immediately available funds to enable the Buyer to pay the Purchase Price and all Transaction Expenses payable by the Buyer pursuant hereto. (a) Parent Schedule 4.06 of the Buyer Disclosure Schedules sets forth true, accurate and Merger Subsidiary shall use their reasonable best efforts complete copies of an executed debt commitment letter, dated as of July 12, 2010 (as the same may be amended or replaced in accordance with Section 5.06, the “Debt Provider Letter”) from JPMorgan Chase Bank, N.A. (the “Buyer Debt Provider”) regarding debt funding available to arrange the Financing on the terms and conditions described Buyer in the Commitment Letter or on other terms that would not adversely impact amount noted therein for the ability purpose of Parent or Merger Subsidiary to consummate funding the transactions contemplated hereby, including using reasonable best efforts Purchase Price and all Transaction Expenses payable by the Buyer pursuant hereto and the Ancillary Documents (taking into account the anticipated timing of the Marketing Period“Debt Funding”). (b) to (i) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein (including any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent The statements made in the Commitment Debt Provider Letter that are within its control true, correct, accurate and otherwise comply with its obligations thereundercomplete as of July 12, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Commitment Letter2010, and (v) subject to the terms and conditions contemplated by the Commitment Letterhave not been amended, consummate the Financing at the Closingmodified or terminated in any respect. Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter, and/or substitute other debt financing for all or any portion of the Financing from the same and/or alternative Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as As of the date hereof, the amount of this Agreement; provided, that any such amendment, replacement, supplement or other modification unused availability under the Buyer Debt Provider facility continues to or waiver be the amount of any provision of the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as unused availability set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Debt Provider Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreementall material respects. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or material default (or any No event or circumstance has occurred that, with or without notice, lapse of time or both, would reasonably constitute a default or breach on the part of the Buyer or the Buyer Debt Provider under any term or condition of the Debt Provider Letter. The Buyer has no reason to believe that it will be expected unable to give rise satisfy on a timely basis any term or condition of the Closing to any material breach or material default) be satisfied by any party to any Commitment Letter or definitive document related the Buyer contained in the Debt Provider Letter. The Debt Funding, plus other cash immediately available to the Financing of which Parent or its Affiliates becomes aware; (B) Buyer for purposes of the receipt Transactions, is sufficient to pay the Purchase Price and all Transaction Expenses payable by the Buyer pursuant hereto, and to allow the Buyer to perform all of any written notice or its other written communication from any Person with respect obligations under this Agreement and to any: (x) actual or potential material breachconsummate the Transactions, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect subject to the terms hereof. (c) Other than as set forth in the Debt Provider Letter, there are no contractual contingencies, side letters or similar arrangements under any agreement relating to the Transactions to which the Buyer or any of its Affiliates is a party that would permit the Buyer Debt Provider to reduce the total amount of the Financing Debt Funding, or to impose any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able additional condition precedent to obtain all or any portion availability of the Financing Debt Funding. The board of directors of the Buyer has authorized the Buyer to draw on the terms, in funds available to the manner or Buyer under the Debt Provider Letter as necessary to enable the Buyer to pay the Purchase Price and any and all Transaction Expenses payable by the Buyer pursuant to this Agreement and the Ancillary Documents. The Buyer has received commitments from the sources contemplated by Buyer Debt Provider that the Commitment Letter or Buyer is entitled to call in accordance with the definitive documents related to the Financing; providedDebt Provider Letter, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (including any “market flex” provisions), Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms and conditions not materially less favorable to Parent and Merger Subsidiary in an amount sufficient to consummate enable the transactions contemplated Buyer to pay the Purchase Price and all Transaction Expenses payable by the Buyer pursuant to this Agreement (any such alternative financing, any amended or substitute financing permitted by this Section 8.09(a), and the Financing, an “Available Financing”)Ancillary Documents. In The Buyer has provided all applicable notices under the event that Debt Provider Letter and taken all other actions required to be taken by it thereunder to draw on the final day requisite amount of the Marketing Period (i) all or any portion commitment to the Buyer of the Financing structured as High Yield Financing has not been consummatedBuyer Debt Provider, sufficient (ii) all closing conditions contained in Article 9 shall have been satisfied or waived (when taken together with other than those conditions that by their nature will not be satisfied until the Closing) and (iii) all conditions sources of funds immediately available to the Bridge Financing set forth in the Commitment Letter have been satisfied, then Parent shall borrow under and use the proceeds of the Bridge Financing (or such alternative bridge financingBuyer) to replace such affected portion of enable the High Yield Financing on Buyer to pay the Closing Date. Notwithstanding Purchase Price and any and all Transaction Expenses payable by the foregoing or anything else set forth herein, Buyer pursuant to this Agreement and the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the FinancingAncillary Documents.

Financing. (a) Unless, and to the extent, Parent shall have demonstrated to the reasonable satisfaction of the Company (as confirmed in writing by the Company) that Parent shall have sufficient cash from other sources (including by reason of a capital market or other financing transaction) available to satisfy its cash payment obligations under this Agreement, from and Merger Subsidiary shall after the execution of this Agreement, Parent shall: (i) use their its reasonable best efforts to arrange the Financing on the terms and conditions described in the Commitment Letter Letter; (ii) shall not permit any amendment or on other terms modification to be made to the Commitment Letter, if such amendment or modification (A) reduces the aggregate amount of the Financing or (B) imposes additional conditions or otherwise amends any of the conditions to the receipt of the Financing in a manner that would not could reasonably be expected to (I) prevent the Closing from occurring prior to the Outside Date, (II) make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) materially less likely to occur or (III) adversely impact the ability of Parent or the Merger Subsidiary Subs, as applicable, to consummate enforce their respective rights against other parties to the transactions contemplated hereby, including using reasonable best efforts (taking into account Commitment Letter or the anticipated timing of the Marketing Period) to (i) negotiate and enter into definitive agreements with respect thereto thereto; and (iii) use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange the Financing on the terms and conditions contained therein (including any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent described in the Commitment Letter that are within its control and otherwise comply with its obligations thereunderLetter. For the avoidance of doubt, (iii) maintain in effect but subject to the foregoing, Parent may amend, supplement, modify or replace the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Commitment Letter, and (v) subject to the terms and conditions contemplated by the Commitment Letter, consummate the Financing as in effect at the Closing. Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter, and/or substitute other debt financing for all or any portion of the Financing from the same and/or alternative Financing Sources, including without limitation date hereof (x) to add or replace lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment Letter as of the date of this Agreement, (y) to increase the amount of indebtedness or (z) to replace all or a portion of the facility committed under the Commitment Letter as in effect as of the date hereof with one or more new facilities under such Commitment Letter or under any new commitment letter or facility (any such new commitment or facility, a “Replacement Facility”); provided, that any the terms of such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing Replacement Facility shall not comply with clauses (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, and (ii) adversely impact above. Promptly following the ability execution of a Replacement Facility by Parent, Parent or Merger Subsidiary shall notify the Company to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation such effect and shall promptly provide a fully executed copy of the Merger such Replacement Facility and the other transactions contemplated by any related agreements. For purposes of this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii1) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter term “Financing” shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting include the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources financing contemplated by the Commitment Letter as amended, modified or replaced pursuant to this Section 5.10 (including any Replacement Facility, any Alternative Financing and, in the definitive documents related to case of Section 5.10(d), any offering of debt or equity securities the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed proceeds of which are intended to be subject used to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after satisfy the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (Aobligations under this Agreement), and (B2) or (C) of the immediately preceding sentence, and subject term “Commitment Letter” shall be deemed to the proviso of the immediately preceding sentence. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in include the Commitment Letter (including any “market flex” provisions)as may be amended, Parent shall use its reasonable best efforts modified or replaced pursuant to arrange to obtain alternative financing from alternative sources on terms and conditions not materially less favorable to Parent and Merger Subsidiary in an amount sufficient to consummate the transactions contemplated by this Agreement (any such alternative financingSection 5.10, any amended or substitute financing permitted by this Section 8.09(a)commitment letters with respect to any Replacement Facility, and the Financing, an “Available Financing”). In the event that on the final day of the Marketing Period (i) all or any portion of the Financing structured as High Yield Financing has not been consummated, (ii) all closing conditions contained in Article 9 shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until the Closing) and (iii) all conditions commitment letters with respect to the Bridge Financing set forth in the Commitment Letter have been satisfied, then Parent 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 on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the Alternative Financing.

Financing. (a) Parent Newco and Merger Subsidiary Sub shall use their reasonable best efforts take (or cause to arrange be taken) all actions, and do (or cause to be done) all things, necessary, proper or advisable to obtain the Financing on financing contemplated by the Commitment Letter, subject to the terms and conditions described in of this Agreement and the Commitment Letter or on other terms that would not adversely impact the ability of Parent or Merger Subsidiary to consummate the transactions contemplated herebyLetter, including using reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to (i) negotiate and enter into definitive agreements with respect thereto on maintaining in effect the terms and conditions contained therein (including any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09Commitment Letter, (ii) satisfy satisfying on a timely basis all conditions and covenants applicable to Parent Newco and Merger Sub set forth in the Commitment Letter that are within its their control and otherwise comply with its obligations thereunder, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Commitment Letter, and (v) subject to the terms and conditions contemplated by the Commitment Letter, consummate the Financing at the Closing. Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter, and/or substitute other debt financing for all or any portion of the Financing from the same and/or alternative Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as of the date of this Agreement; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excludingthan, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent Newco or Merger Sub believes Sub’s conditions to Closing in good faith that it will not be able Article VII hereof), (iii) so long as all conditions to obtain all Closing set forth in Sections 7.1 and 7.2 are satisfied (or any portion of waived by Newco), consummating the Financing on the terms, in the manner or from the sources financing contemplated by the Commitment Letter or at the definitive documents related Effective Time (and in any event prior to the Financing; providedTermination Date), that and (iv) fully enforcing the Investor’s obligations (and the rights of Newco and Merger Sub) under the Commitment Letter, including (at the request of the Company) by filing one or more lawsuits (or assigning such right to the Company) against the Investor to fully enforce the Investor’s obligations (and the rights of Newco and Merger Sub) thereunder. (b) Neither Newco nor Merger Sub shall amend, alter, or waive, or agree to amend, alter or waive (in no event will Parent any case whether by action or Merger Subsidiary be under inaction), any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes term of litigationthe Commitment Letter without the prior written consent of the Company. As soon as reasonably practicable, but Newco shall promptly (and in any event within three (3one Business Day) Business Days after the date notify the Company delivers Parent of (i) the expiration or Merger Sub a written requesttermination (or attempted or purported termination, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) whether or (Cnot valid) of the immediately preceding sentenceCommitment Letter, and or (ii) any refusal by the Investor to provide, any stated intent by the Investor to refuse to provide, or any expression of concern or reservation by the Investor regarding the enforceability of the Commitment Letter subject to the proviso of terms thereof or its ability to provide the immediately preceding sentence. In the event any portion of the Financing becomes unavailable on the terms and conditions full financing contemplated in by the Commitment Letter Letter. (including any “market flex” provisions)c) Prior to the Closing, Parent the Company shall use its reasonable best efforts to arrange to obtain alternative assist Newco in the arrangement of any third party debt financing from alternative sources on terms requested by Newco for the purpose of financing the merger, fees and conditions not materially less favorable to Parent and Merger Subsidiary expenses incurred in an amount sufficient to consummate the transactions contemplated by this Agreement (any such alternative financing, any amended or substitute financing permitted by this Section 8.09(a)connection therewith, and the Financing, an other transactions contemplated hereby (the “Available Debt Financing”) (it being understood that the receipt of such Debt Financing is not a condition to Closing). In the event that on the final day of the Marketing Period , including: (i) all or any portion of the Financing structured as High Yield Financing has not been consummatedparticipating in meetings, presentations and due diligence sessions; (ii) all closing conditions contained assisting with the preparation of materials for presentations, memoranda and similar documents required in Article 9 shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until the Closing) connection with Newco’s Debt Financing; and (iii) all conditions executing and delivering any definitive financing documents and certificates as may be reasonably requested by Newco, provided that such documents will not take effect until the Effective Time; provided, however, that nothing herein shall require such cooperation to the Bridge Financing set forth in the Commitment Letter have been satisfied, then Parent 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 on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, extent it would require the Company hereby acknowledges that it shall have no claims (contractual to agree to pay any fees, reimburse any expenses or otherwise) against give any Financing Source relating indemnities prior to the Merger Effective Time for which it is not reimbursed or the Financingindemnified.

Financing. (a) Each of Parent and Merger Subsidiary shall Acquisition Sub shall, subject to the terms and conditions of this Agreement, use their its commercially reasonable best efforts to arrange obtain the proceeds of the Debt Financing at Closing on the terms and conditions described in the Commitment Letter and Fee Letter, including using commercially reasonable efforts to (i) maintain in effect the Commitment Letter and Fee Letter, in each case as in effect on the date of this Agreement (subject to the last sentence of this Section 6.10(a)), in accordance with their terms, (ii) negotiate definitive agreements with respect to the Debt Financing (the “Definitive Agreements”) consistent with the terms and conditions contained therein (including, as necessary, the “flex” provisions contained in the Fee Letter) (or if available, on other terms that are acceptable to Parent and would not (x) adversely impact affect the ability of Parent or Merger Subsidiary and Acquisition Sub to consummate the transactions contemplated hereby, including using reasonable best efforts (taking into account y) reduce the anticipated timing aggregate amount of the Marketing PeriodDebt Financing below the amount required to consummate the Merger and the other transactions contemplated by this Agreement and to pay fees and expenses and (z) add any new (or adversely modify any existing) condition to (i) negotiate the consummation of the Debt Financing as compared to those in the Commitment Letter and enter into definitive agreements with respect thereto on Fee Letter as in effect of the terms and conditions contained therein (including any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation date of this Section 8.09Agreement in a manner that would reasonably be expected to prevent, impede or materially delay the consummation of the Merger and the other transactions contemplated by this Agreement and (iiiii) satisfy (or, if deemed advisable by Parent, obtain the waiver of) on a timely basis all conditions in the Commitment Letter, Fee Letter and covenants applicable to Parent the Definitive Agreements and otherwise comply with all of its obligations thereunder. In the event that all conditions contained in the Commitment Letter that are within have been satisfied or waived and Parent is required to consummate the Closing pursuant to Section 2.2, Parent shall use commercially reasonable efforts to cause each Lender to fund its control and otherwise comply with its obligations thereunder, (iii) maintain in effect respective committed portion of the Commitment Letter until Debt Financing required to consummate the transactions contemplated by this Agreement are consummatedand to pay related fees and expenses on the Closing Date; provided, (iv) however that nothing contained in this Section 6.10 shall require either Parent or Acquisition Sub to bring any enforcement action or proceeding against any Debt Financing Source to enforce its respective rights under the Commitment Letter, and (v) subject commitment to procure Debt Financing pursuant to the terms applicable Commitment Letter and conditions contemplated by Fee Letter. Neither Parent nor Acquisition Sub shall, without the Commitment Letterprior written consent of the Company, consummate the Financing at the Closing. Parent shall have the right from time to time to amend, replace, supplement permit any amendment or otherwise modifymodification to, or waive any waiver of its rights any provision (including any remedy) under, or replace (it being understood that any Alternative Debt Financing shall not be deemed a replacement for purposes of this sentence), the Commitment LetterLetter or Fee Letter if such amendment, and/or substitute other debt financing for all modification, or waiver or replacement (w) adds new (or adversely modifies any portion existing) conditions to the consummation of the Debt Financing from as compared to those in the same and/or alternative Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment Letter and Fee Letter as of in effect on the date of this Agreement; providedAgreement in a manner that would reasonably be expected to prevent, that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or materially delay the consummation of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (iix) adversely impact affects the ability of Parent or Merger Subsidiary Acquisition Sub to enforce their rights against other parties to the Commitment Letter, Fee Letter or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, relative to the ability of Parent to enforce its rights against the such other parties to the Commitment Letter and Fee Letter as in effect on the date hereof or in the Definitive Agreements, (y) reduces the aggregate amount of the Debt Financing below the amount required to consummate the Merger and the other transactions contemplated by this Agreement and to pay related fees and expenses, or (iiiz) prevent or would otherwise reasonably be expected to prevent, impede or materially delay the consummation of the Merger and the other transactions contemplated by this Agreement. For ; provided that for the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub shall give doubt no consent from the Company prompt noticeshall be required for: (A) any amendment, replacement, supplement or modification of the Commitment Letter that is limited to adding lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Commitment Letter as of the date of this Agreement (including in replacement of a Lender), (B) implementation or exercise of any “flex” provisions provided in the Fee Letter as in effect as of the date hereof, or (C) any amendment, replacement, supplement or modification to the Commitment Letter or Definitive Agreements so long as such action would not be prohibited by the foregoing clauses (w)-(z). (b) In the event that any portion of the Debt Financing becomes unavailable, regardless of the reason therefor (other than a breach by the Company of this Agreement which prevents or renders impracticable the consummation of the Debt Financing) each of Parent and Acquisition Sub will (1) use its commercially reasonable efforts to obtain alternative debt financing from the same or other source (the “Alternative Debt Financing”) (in an amount sufficient, when taken together with available cash on hand, and any then-available Debt Financing pursuant to any then-existing Commitment Letter, to consummate the transactions contemplated by this Agreement) on terms not less favorable in the aggregate to Parent than those contained in the Commitment Letter and the Fee Letter that the alternative financing would replace (taking into account any flex provisions) and (2) promptly notify the Company of such unavailability and the reason therefor. Notwithstanding anything to the contrary, nothing in this Section 6.10 shall require Parent to pay any material fees in excess of those contemplated by the Fee Letter. (c) For purposes of the foregoing Sections 6.10(a) and (b), (i) the term “Commitment Letter” shall be deemed to include any commitment letter (or similar agreement) with respect to any alternative debt financing arranged in compliance herewith (and any Commitment Letters remaining in effect at the time in question), (ii) the term “Fee Letter” shall be deemed to include any fee letter (or similar agreement) with respect to any alternative debt financing arranged in compliance with this Section 6.10, and (iii) the term “Lenders” shall be deemed to include any lenders providing the alternative debt financing arranged in compliance herewith. Parent and Acquisition Sub shall provide the Company with prompt notice of any breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter Letters or definitive document related to the Financing Definitive Agreements of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, Acquisition Sub gains knowledge and termination or repudiation by any party to any Commitment Letter Letters or the Definitive Agreements or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the definitive documents related to the Financingprovision thereof; provided, however, that in no event will Parent or Merger Subsidiary Acquisition Sub be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers if Parent or Merger Acquisition Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (including any “market flex” provisions), Parent shall use have used its commercially reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms and conditions disclose such information in a way that would not materially less favorable to Parent and Merger Subsidiary in an amount sufficient to consummate the transactions contemplated by this Agreement (any waive such alternative financing, any amended or substitute financing permitted by this Section 8.09(a), and the Financing, an “Available Financing”). In the event that on the final day of the Marketing Period (i) all or any portion of the Financing structured as High Yield Financing has not been consummated, (ii) all closing conditions contained in Article 9 shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until the Closing) and (iii) all conditions to the Bridge Financing set forth in the Commitment Letter have been satisfied, then Parent 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 on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the Financingprivilege.

Financing. (a) Parent Tenant agrees to pay all reasonable costs and Merger Subsidiary shall use their reasonable best efforts to arrange expenses incurred by Landlord in connection with the Financing on the terms purchase, leasing and conditions described in the Commitment Letter or on other terms that would not adversely impact the ability of Parent or Merger Subsidiary to consummate the transactions contemplated hereby, including using reasonable best efforts (taking into account the anticipated timing initial financing of the Marketing Period) to (i) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein (including any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09Leased Premises including, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent in the Commitment Letter that are within its control and otherwise comply with its obligations thereunder, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Commitment Letter, and (v) subject to the terms and conditions contemplated by the Commitment Letter, consummate the Financing at the Closing. Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights underwithout limitation, the Commitment Letterreasonable cost of appraisals, and/or substitute other debt financing environmental reports, title insurance, surveys, legal fees and expenses and Lender's commitment fee. (b) If Landlord desires to obtain or refinance any Loan, Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for all changes or any portion of the Financing from the same and/or alternative Financing Sourcesmodifications in this Lease, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as of the date of this Agreement; provided, provided that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter Tenant shall not be deemed obligated to violate Parent’s agree to any change which increases its obligations hereunder in any material respect. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and reasonable information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any other consent or statement and shall execute any and all other documents that such Lender requires in connection with such financing, including any subordination, non-disturbance and attornment agreement, so long as the same do not materially adversely affect any right, benefit or privilege of Tenant under this Lease or materially increase Tenant's obligations under this AgreementLease. Without limiting the generality of the foregoingSuch subordination, Parent nondisturbance and Merger Sub shall give the Company prompt notice: attornment agreement may require Tenant to confirm that (Aa) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or Lender and its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub believes in good faith that it assigns will not be able to obtain all liable for any misrepresentation, act or any portion omission of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the definitive documents related to the Financing; provided, that in no event Landlord and (b) Lender and its assigns will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to not be subject to attorney-client any counterclaim, demand or similar privilege offsets which Tenant may have against Landlord (except for any Escrow Payments or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested Net Award actually held by the Company relating to any circumstance referred to in clause (ALender), (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (including any “market flex” provisions), Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms and conditions not materially less favorable to Parent and Merger Subsidiary in an amount sufficient to consummate the transactions contemplated by this Agreement (any such alternative financing, any amended or substitute financing permitted by this Section 8.09(a), and the Financing, an “Available Financing”). In the event that on the final day of the Marketing Period (i) all or any portion of the Financing structured as High Yield Financing has not been consummated, (ii) all closing conditions contained in Article 9 shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until the Closing) and (iii) all conditions to the Bridge Financing set forth in the Commitment Letter have been satisfied, then Parent 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 on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the Financing.

Financing. (ai) Parent and Merger Subsidiary The Purchaser shall use their its commercially reasonable best efforts to arrange take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to obtain the Debt Financing on the terms and conditions described in the Debt Commitment Letter or on other terms that would not adversely impact Letters (including any “flex” provisions contained in any fee letter) and, if required to satisfy the ability of Parent or Merger Subsidiary Closing Payment, to consummate obtain the transactions contemplated hereby, including using reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to (i) negotiate and enter into definitive agreements with respect thereto Equity Financing on the terms and conditions contained therein described in the Equity Commitment and, prior to the Closing, shall not, and shall cause Parent not to, permit any amendment or modification to be made to, replacement of, or any waiver of any provision or remedy under, the Financing Commitments or the definitive agreements with respect thereto, if such amendment, modification, replacement or waiver would (A) reduce the aggregate amount of the Acquisition Financing (including by changing the amount of fees to be paid or original issue discount except in connection with the exercise of any “market flex” provisions) below the amount necessary to satisfy the Closing Payment or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent in the Commitment Letter that are within its control and otherwise comply with its obligations thereunder, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Commitment Letter, and (v) subject to the terms and conditions contemplated by the Commitment Letter, consummate the Financing at the Closing. Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter, and/or substitute other debt financing for all or any portion of the Financing from the same and/or alternative Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as of the date of this Agreement; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not (iB) impose any new or additional conditions precedent or expand upon otherwise expand, amend, replace or modify any of the conditions precedent to the receipt of the Acquisition Financing as set forth or other terms in a manner that would reasonably be expected to (I) delay, impair or prevent the Commitment Letterconsummation of the Sale, (iiII) make the timely funding of the Acquisition Financing or satisfaction of the conditions to obtaining the Acquisition Financing materially less likely to occur or (III) adversely impact the ability of the Purchaser or Parent or Merger Subsidiary (as applicable) to enforce its rights against the other parties to the Commitment Letter Financing Commitments or (iii) prevent or impede or delay the consummation of the Merger to draw upon and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on Acquisition Financing. Any reference in this Agreement to (1) “Acquisition Financing” or “Lenders” shall include the terms contemplated by this Agreement; lenders and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources financing contemplated by the Commitment Letter Financing Commitments as amended, replaced or the definitive documents related to the Financing; provided, that modified in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (including any “market flex” provisions), Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms and conditions not materially less favorable to Parent and Merger Subsidiary in an amount sufficient to consummate the transactions contemplated by this Agreement (any such alternative financing, any amended or substitute financing permitted by compliance with this Section 8.09(a), and the Financing, an “Available Financing”). In the event that on the final day of the Marketing Period (i) all or any portion of the Financing structured as High Yield Financing has not been consummated, (ii) all closing conditions contained in Article 9 shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until the Closing5.10(a) and (iii2) all conditions to the Bridge “Financing set forth Commitments”, “Equity Commitment” or “Debt Commitment Letters” shall include such documents as amended, replaced or modified in the Commitment Letter have been satisfied, then Parent 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 on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the Financingcompliance with this Section 5.10(a).

Financing. (a) Parent Tenant agrees to pay all costs and Merger Subsidiary shall use their reasonable best efforts to arrange expenses incurred by Landlord in connection with the Financing on the terms purchase, leasing and conditions described in the Commitment Letter or on other terms that would not adversely impact the ability of Parent or Merger Subsidiary to consummate the transactions contemplated hereby, including using reasonable best efforts (taking into account the anticipated timing initial financing of the Marketing Period) to (i) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein (including any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09Leased Premises including, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent in the Commitment Letter that are within its control and otherwise comply with its obligations thereunder, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Commitment Letter, and (v) subject to the terms and conditions contemplated by the Commitment Letter, consummate the Financing at the Closing. Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights underwithout limitation, the Commitment Lettercost of appraisals, and/or substitute other debt financing for all or any portion of the Financing from the same and/or alternative Financing Sourcesenvironmental reports, including without limitation title insurance, surveys, legal fees and expenses and Lender's commitment fees. (b) Tenant agrees to add lenderspay, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as of the date of this Agreement; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the definitive documents related to the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after business days of written demand therefor, any cost, charge or expense (other than the date principal of the Company delivers Parent Note and interest thereon at the contract rate of interest specified therein) imposed upon Landlord by Lender pursuant to the Note, the Mortgage or Merger Sub a written requestthe Assignment which is not caused solely by the gross negligence or willful misconduct of Landlord and which is not otherwise reimbursed by Tenant to Landlord pursuant to any other provision of this Lease. (c) If Landlord desires to obtain or refinance any Loan, Parent Tenant shall negotiate in good faith with Landlord concerning any request made by any Lender or proposed Lender for changes or modifications in this Lease. In particular, Tenant shall agree, upon request of Landlord, to supply any such Lender with such notices and Merger Subsidiary information as Tenant is required to give to Landlord hereunder and to extend the rights of Landlord hereunder to any such Lender and to consent to such financing if such consent is requested by such Lender. Tenant shall provide any information other consent or statement and shall execute any and all other documents that such Lender reasonably requested by requires in connection with such financing, including any environmental indemnity agreement, so long as the Company relating to same do not materially adversely affect any circumstance referred to in clause (A)right, (B) benefit or (C) privilege of the immediately preceding sentenceTenant under this Lease or materially increase Tenant's obligations under this Lease and a subordination, non-disturbance and subject to the proviso of the immediately preceding sentence. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated attornment agreement substantially in the Commitment Letter form executed by Tenant for the benefit of Xxxxxx Xxxxxxx Bank on or about the date hereof (including any “market flex” provisionsthe "SNDA"), Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms and conditions not materially less favorable to Parent and Merger Subsidiary in an amount sufficient to consummate the transactions contemplated by this Agreement (any such alternative financing, any amended or substitute financing permitted by this Section 8.09(a), and the Financing, an “Available Financing”). In the event that on the final day of the Marketing Period (i) all or any portion of the Financing structured as High Yield Financing has not been consummated, (ii) all closing conditions contained in Article 9 shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until the Closing) and (iii) all conditions to the Bridge Financing set forth in the Commitment Letter have been satisfied, then Parent 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 on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the Financing.

Financing. (a) Parent Subject to the terms and conditions of this Agreement, Merger Subsidiary Sub shall use their its reasonable best efforts to arrange obtain the Financing on the terms and conditions described in the Commitment Letter Financing Letters, after giving effect to the market flex terms in the Fee Letter, and shall not permit any amendment or on modification to be made to, or any waiver of any provision or remedy under, the Financing Letters or the Fee Letter, 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) or (ii) imposes new or additional conditions or other terms or otherwise expands, amends or modifies any of the conditions to the receipt of the Financing or other terms in a manner that would not could reasonably be expected to (x) delay or prevent the Closing (y) make the timely funding of the Financing or satisfaction of the conditions to obtaining the Financing less likely to occur or (z) adversely impact the ability of Parent and Merger Sub to enforce their rights against the other parties to the Financing Letters or Merger Subsidiary to consummate the transactions contemplated hereby, including using reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to (i) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein (including any “market flex” provisions) or on other terms reasonably acceptable to thereto; provided that Parent and not in violation of this Section 8.09, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent in the Commitment Letter that are within its control and otherwise comply with its obligations thereunder, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Commitment Letter, and (v) subject to the terms and conditions contemplated by the Commitment Letter, consummate the Financing at the Closing. Parent Merger Sub shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter, and/or substitute other debt financing (but not equity financing) for all or any portion of the Debt Financing contemplated by the Debt Commitment Letter from the same and/or alternative financing sources; provided, further, that such substitution shall only be permitted if (i) the terms would not be reasonably expected to delay or prevent the Closing or make the timely funding of the Debt Financing Sourcesor satisfaction of the conditions to obtaining the Debt Financing less likely to occur, including without limitation (ii) the conditions to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing set forth in the Debt Commitment Letter as of the date of this Agreement; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall hereof would not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach expanded or material default (or any event or circumstance that, with or without notice, lapse of time or both, modified in a manner that would reasonably be expected to give rise to any material breach delay or material default) by any party to any Commitment Letter or definitive document related to prevent the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); Closing and (Ciii) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the definitive documents related to the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated are not, in the Commitment Letter (including any “market flex” provisions)aggregate, Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms and conditions not materially less favorable to Parent the Company than those in the Debt Commitment Letter, after giving effect to the market flex terms in the Fee Letters and Merger Subsidiary in an amount sufficient to consummate the transactions contemplated by this Agreement (provided, further, that any such alternative financing, any amended or substitute financing permitted by this Section 8.09(a), and the Financing, an “Available Financing”). In the event that on the final day shall not obligate any of the Marketing Period (i) all Stockholder or any portion of the Financing structured as High Yield Financing has not been consummated, (ii) all closing conditions contained in Article 9 shall have been satisfied or waived its Affiliates (other than those conditions that the Companies) as a surety, guarantor or indemnitor or to extend credit to any Person. Any reference in this Agreement to (A) “Financing,” “Equity Financing” and “Debt Financing” shall include the financing contemplated by their nature will not be satisfied until the Closing) Financing Letters as amended or modified in compliance with this Section 5.11 and (iiiB) all conditions to the Bridge “Financing set forth Letters,” “Equity Commitment Letter,” “Debt Commitment Letter” and “Fee Letter” shall include such documents as amended or modified in the Commitment Letter have been satisfied, then Parent 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 on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the Financingcompliance with this Section 5.11.

Financing. (a) Parent Buyer, Holdings and Merger Subsidiary Sub shall use their reasonable best efforts to (i) arrange for the Financing on the terms and conditions described in the Commitment Letter or on other terms that would not adversely impact the ability of Parent or Merger Subsidiary to consummate the transactions contemplated hereby, including using reasonable best efforts Letters; (taking into account the anticipated timing of the Marketing Periodii) to (i) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein (including any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent in the Commitment Letter that are within its control and otherwise comply with its obligations thereunder, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Commitment Letter, and (v) subject to the terms and conditions contemplated by the Commitment Letter, consummate the Financing at the Closing. Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter, and/or substitute other debt financing for all or any portion of the Financing from the same and/or alternative Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as of the date of this Agreement; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the definitive documents related to the Financing; provided(iii) satisfy all conditions applicable to Buyer, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Holdings and Merger Sub a written request, Parent in such definitive agreements that are within their control; and Merger Subsidiary shall provide any information reasonably requested by (iv) consummate the Company relating to any circumstance referred to in clause Financing no later than the earlier of (A), ) the last day of the Marketing Period and (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentenceFinal Date. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (including Letters for any “market flex” provisions)reason, Parent Buyer shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms and conditions not materially less favorable to Parent and Merger Subsidiary sources, as promptly as practicable following the occurrence of such event, but in an amount sufficient to consummate no event later than the transactions contemplated by this Agreement earlier of (any such alternative financing, any amended or substitute financing permitted by this Section 8.09(a), and A) the Financing, an “Available Financing”). In the event that on the final last day of the Marketing Period and (iB) the Final Date; provided that such obligation shall be limited to obtaining alternative financing on comparable or more favorable terms, in the aggregate, to Buyer than as contemplated by the Commitment Letters (as determined in the reasonable good-faith judgment of Buyer). Buyer shall promptly (but in any event within five (5) Business Days) provide the Company with the documentation evidencing the alternative sources of financing and shall give the Company prompt notice (but in any event within five (5) Business Days) of it (or any of the Equity Sponsors or IAAI) becoming aware of any material breach by any party to the Commitment Letters or any termination of the Commitment Letters. Buyer shall keep the Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange for the Financing (or replacements thereof), including providing the Company with information about the equity rollover and refinancing of IAAI as the Company may reasonably request, and shall not permit any material amendment or modification to be made to, or any waiver of any material provision or remedy under, the Commitment Letters (or replacements thereof) without first consulting with the Company. Without first obtaining the Company’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), Buyer shall not directly or indirectly take any action that (x) would or would be reasonably expected to result in the Financing not being available at or prior to the earlier of (A) the last day of the Marketing Period and (B) the Final Date, or (y) would have a Buyer Material Adverse Effect. For the avoidance of doubt, in the event (X) all or any portion of the Debt Financing structured as High Yield Financing high yield financing has not been consummated, ; (iiY) all closing conditions contained in Article 9 shall have been satisfied or waived Section 7.1, Section 7.2 and Section 7.3 (other than those the actual delivery of the certificates described therein and the actual receipt of the proceeds from the Debt Financing) have been satisfied; and (Z) the bridge facilities contemplated by the Debt Commitment Letters (or alternative bridge financing obtained in accordance with this Agreement) are available on the terms and conditions described in the Debt Commitment Letters (or replacements thereof), then Buyer, Holdings and Merger Sub shall cause the proceeds of such bridge financing to be used to replace such high yield financing no later than the earlier of (A) the last day of the Marketing Period and (B) the Final Date. (b) The Company shall and shall cause its Subsidiaries and their respective Representatives to provide to Buyer all reasonable cooperation in connection with the arrangement of the Financing as may be reasonably required by Buyer (provided that by their nature will such requested cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries; and provided, further, that none of the Company nor any of its Subsidiaries shall be satisfied until required to pay any commitment or other fee or incur any other liability in connection with the ClosingFinancing prior to the Effective Time) including, without limitation, (i) using reasonable best efforts to cause its officers and employees to be available, during normal working hours and upon reasonable notice, to meet with the Lenders or Equity Sponsors in a reasonable number of meetings, presentations, road shows, drafting sessions, due diligence sessions and sessions with rating agencies; (ii) using reasonable best efforts to assist with the preparation of disclosure materials customarily included in documents associated with this type of Financing and reasonably required in connection with the Financing; (iii) all conditions using reasonable best efforts to cause its independent accountants, consistent with their customary practice, to provide reasonable assistance and cooperation to Buyer, including, without limitation, accounting due diligence sessions, and providing consent to Buyer to use their audit reports relating to the Bridge Company and any “comfort letters,” in each case on customary terms and consistent with their customary practice in connection with the Financing; (iv) executing and delivering definitive financing documents, including pledge and security documents, subsidiary guarantees or other certificates, legal opinions of the Company’s counsel regarding customary corporate matters or documents as may be reasonably requested by Buyer and reasonably required in connection with the Financing (including certificates of the chief financial officer of the Company or any of its Subsidiaries with respect to solvency matters) and otherwise reasonably facilitating the pledging of collateral (including, without limitation, assisting Buyer in the preparation and negotiation of mortgages, granting such mortgages, assisting in obtaining title policies, resolving exceptions on such title policies which are objected to by the lenders of the Debt Financing); provided that no obligation of the Company or any of its Subsidiaries under any such agreement, document or pledge shall be effective until the Effective Time; (v) providing access to people and information as set forth in Section 6.3; (vi) using reasonable best efforts to obtain surveys and title insurance reasonably requested by Buyer and required in connection with the Financing; (vii) using reasonable best efforts to furnish to Buyer and its financing sources with the Required Financial Information and all other financial information regarding the Company reasonably requested by Buyer and required in connection with the Financing, including all financial statements and data of the type required by Regulation S-X and Regulation S-K, including audits thereof to the extent so required, and the other accounting rules and regulations of the SEC, that is of the type and form customarily included in a registration statement on Form S-1 (or any applicable successor form) under the Securities Act for a public offering to consummate the offering(s) of debt securities contemplated by the Debt Commitment Letters; (viii) taking all actions reasonably requested by Buyer and otherwise required in connection with the Financing to (A) permit the Lenders to evaluate the Company’s current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements and (B) establish bank and other accounts and blocked account agreements and lock box arrangements in connection with the foregoing, consistent with customary practice in connection with the Financing; provided that no right of any Lender, nor obligation of the Company or any of its Subsidiaries, thereunder shall be effective until the Effective Time; (ix) entering into one or more credit or other agreements on terms reasonably satisfactory to Buyer as required in connection with the Financing immediately prior to the Effective Time; provided that the Company shall not be required to enter into any purchase agreement for any high-yield debt financing; provided, further, that no obligation of the Company or any of its Subsidiaries under such credit or other agreement shall be effective until the Effective Time; and (x) taking all corporate actions, subject to the occurrence of the Effective Time, reasonably requested by Buyer and consistent with customary practice to permit the consummation of the Financing and the direct borrowing or incurrence of all of the proceeds of the Financing, including any high yield debt financing, by the Surviving Corporation immediately following the Effective Time. The Company and its counsel shall be given reasonable opportunity to review and comment upon any private placement memoranda or similar documents, or any materials for rating agencies, that include information about the Company or any of its Subsidiaries prepared in connection with the Financing, and Buyer/Holdings/Merger Sub shall include in such memoranda, documents or other materials, comments reasonably proposed by the Company. If this Agreement is terminated for any reason, Buyer shall use reasonable best efforts to cause the voiding, termination and/or destruction of all documents executed by the Company or any of its Subsidiaries in connection with their cooperation in the Financing. For the avoidance of doubt, the Company’s obligation to reasonably cooperate with Buyer in connection with the arrangement of the Financing shall apply to the Financing solely with respect to the Merger and the other transactions contemplated thereby, and neither the Company or any of its Subsidiaries, nor any of their respective officers or directors shall be required to execute any certificate, representation letter or other certification, or to deliver, or cause to be delivered, any legal opinion that is not customary or would be unreasonable for the offering(s) of debt securities contemplated by the Debt Commitment Letters. (c) All non-public information or otherwise Proprietary Information (as defined in the Confidentiality Agreement) regarding the Company obtained by any of the Buyer Parities or its Representatives pursuant to Section 6.13(b) shall be kept confidential in accordance with the Confidentiality Agreement. (d) Notwithstanding anything in this Agreement to the contrary, each of the Debt Commitment Letters and the Equity Commitment Letters may be superseded at the option of Buyer after the date of this Agreement but prior to the Effective Time by instruments (the “New Commitment Letters”) which replace the existing Debt Commitment Letters or the existing Equity Commitment Letters and/or contemplate co-investment by or financing from one or more other or additional parties; provided that (i) the New Commitment Letters do not decrease the aggregate Equity Financing as set forth in the Equity Commitment Letter have been satisfiedLetters delivered on the date hereof, then Parent shall borrow under and use (ii) any new or substitute Equity Sponsors enter into guarantees with the proceeds Company on substantially the same terms as the Guarantee, (iii) the New Commitment Letters provide for bridge financing on comparable or more favorable terms, in the aggregate, to Buyer than the terms contemplated by the Debt Commitment Letters delivered on the date hereof, (iv) Buyer in good faith believes that the financing contemplated by the New Commitment Letters would not or would not reasonably be expected to result in the Financing not being available at or prior to the earlier of (A) the last day of the Bridge Financing Marketing Period and (B) the Final Date, and (v) Buyer provides written notice to the Company of such an occurrence concurrently with notice of the same to the other Equity Sponsors or Lenders, as applicable. In such alternative bridge financing) event, the terms “Commitment Letters,” “Equity Commitment Letters” and “Debt Commitment Letters” as used herein shall be deemed to replace such affected include the New Commitment Letters to the extent then in effect, and the term “Equity Sponsors” as used herein shall be deemed to include any new or substitute equity sponsors; provided, further, that in the event any portion of the High Yield Financing becomes unavailable on the Closing Date. Notwithstanding terms and conditions contemplated in the foregoing or anything else set forth hereinCommitment Letters delivered on the date hereof, the Company hereby acknowledges that it second sentence of Section 6.13(a), and not this Section 6.13(d) shall have no claims (contractual or otherwise) against any Financing Source relating govern with respect to the Merger or terms of any replacement financing to be obtained after any portion of the FinancingFinancing becomes unavailable as described therein.

Financing. (a) Parent and Merger Subsidiary shall use their reasonable best efforts Subject to arrange the Financing on the terms and conditions described in of this Agreement, without the consent of the Company each of Parent and Merger Sub will not permit any amendment, replacement, supplement or modification to be made to, or any waiver of any provision or remedy pursuant to, the Commitment Letter Letters prior to the Effective Time if such amendment, replacement, supplement, modification or on other terms waiver would, or would reasonably be expected to, (i) reduce the aggregate net amount of the Financing below the Required Financing Amount, including by changing the amount of the fees to be paid or the original issue discount of the Debt Financing; (ii) impose new or additional conditions or otherwise expand, amend or modify any of the conditions to the receipt of the Financing in a manner that would not reasonably be expected to (1) materially delay or prevent the Closing of the Merger or (2) make the timely funding of the Financing, or the satisfaction of the conditions to obtaining the Financing, less likely to occur in any material respect; or (iii) adversely impact the ability of Parent or Merger Subsidiary Sub, as applicable, to consummate enforce its rights against the transactions contemplated hereby, including using reasonable best efforts (taking into account other parties to the anticipated timing of Commitment Letters or the Marketing Period) to (i) negotiate and enter into definitive agreements with respect thereto on thereto; provided, that for the terms and conditions contained therein avoidance of doubt no consent from the Company shall be required for: (including 1) any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09amendment, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent in the Commitment Letter that are within its control and otherwise comply with its obligations thereunder, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Commitment Letter, and (v) subject to the terms and conditions contemplated by the Commitment Letter, consummate the Financing at the Closing. Parent shall have the right from time to time to amend, replacereplacement, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter, and/or substitute other debt financing for all or any portion modification of the Financing from the same and/or alternative Financing Sources, including without limitation Debt Commitment Letters that is limited to add adding lenders, lead arrangers, bookrunners, syndication agents or similar entities who had that have not executed the Financing Debt Commitment Letter as of the date of this Agreement; providedAgreement (including in replacement of a Lender), that (2) the implementation of a Replacement Commitment Facility (as defined in the Debt Commitment Letter entered into as of the date hereof) so long as doing so would not reasonably be expected to result in any such amendmentof the outcomes described in the foregoing clauses (i)-(iii), replacement(3) implementation or exercise of any “flex” provisions provided in the Fee Letter as in effect as of the date hereof, supplement (4) Parent or any Subsidiary thereof to issue senior notes or other modification to or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution securities in lieu of all or any a portion of the Financing shall not senior bridge facility referred to in the Debt Commitment Letter as of the date of this Agreement or the issuance of preferred equity at the Closing (iin lieu of the senior notes or other debt securities in lieu of a portion of the senior bridge facility) impose any additional conditions precedent to Permitted Preferred Purchasers, or expand upon the conditions precedent (5) Permitted Co-Investors being added to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Equity Commitment Letter or delivering an equity commitment letter of their own in substantially similar form (iiiexcept for amount) prevent or impede or delay to the consummation Equity Commitment Letter for a portion of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this AgreementEquity Financing; and provided further, that notwithstanding the foregoing or anything to the contrary in this Agreement, in no event in and of itself shall a Permitted Co-Investor becoming, or seeking to become (including in connection with seeking any Approval required to become in connection with the Merger), a direct or indirect equity investor in Parent or its affiliates after the date of this Agreement and effective prior to or as of the Closing be deemed to result in the outcomes described in the foregoing clauses (i)-(iii). Parent shall promptly furnish to the Company a copy of any amendment, replacement, supplement, modification or waiver relating to the Commitment Letters. Any reference in this Agreement to (x) the “Financing” will include the financing contemplated by the Commitment Letters as amended, replaced, supplemented or modified; and (y) “Equity Commitment Letter,” “Debt Commitment Letters” or “Commitment Letters” will include such reduction shall documents as amended or modified. (b) Subject to the terms and conditions of this Agreement, each of Parent and Merger Sub will use its respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper and advisable to arrange, consummate and obtain the Financing on a timely basis (taking into account the Marketing Period), but in any event no later than the Effective Time, on the terms and conditions (including, to the extent required, the full exercise of any “flex” provisions in any Fee Letter) described in the Commitment Letters, including, but not limited to, using its reasonable best efforts to (i) impose any additional conditions precedent or expand upon maintain in effect the Commitment Letters in accordance with the terms and subject to the conditions precedent to the Financing as set forth in the Commitment Letter, thereof; (ii) adversely impact negotiate, execute and deliver definitive agreements with respect to the ability Debt Financing contemplated by the Debt Commitment Letter and related Fee Letter on a timely basis (taking account of the Marketing Period) on the terms and conditions (including any “flex” provisions in the related Fee Letter) contemplated by the Debt Commitment Letter and related Fee Letter (or any other terms acceptable to Parent so long as Parent remains in compliance with Section 5.13(a)); (iii) satisfy (or obtain the waiver of) on a timely basis all conditions contained in the Debt Commitment Letter and related Fee Letter and such definitive agreements related thereto within the control of Parent or Merger Subsidiary Sub and in the Equity Commitment Letter on or prior to the Effective Time; (iv) in the event that all conditions contained in the Commitment Letters (other than, with respect to the Debt Financing, the availability of the cash equity contribution) have been satisfied and Parent is required to consummate the Closing pursuant to Sections 6.1 and 6.2 and the Marketing Period has been completed, consummate the Financing at or prior to the Closing, including using reasonable best efforts to cause the Lenders to fund the Debt Financing at the Closing; (v) comply with its obligations pursuant to the Commitment Letters on or prior to the Effective Time; and (vi) enforce its rights against the other parties pursuant to the Commitment Letter Letters. Parent and Merger Sub will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Commitment Letters as and when they become due. (iiic) prevent or impede or delay Parent shall (i) keep the consummation Company informed on a current basis and in reasonable detail of the Merger status of its efforts to arrange the Financing; and (ii) provide the Company with copies of all definitive agreements and other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing documents related to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this AgreementDebt Financing. Without limiting the generality of the foregoing, Parent and Merger Sub shall must give the Company prompt notice: notice in writing (but in any event within two (2) Business Days after obtaining knowledge of the occurrence or discovery of) (A) of any material breach (or material threatened breach), default (or any event or circumstance that, with notice or without notice, lapse of time or both, would could reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach), material defaultcancellation, termination or repudiation by any party to the Commitment Letters or definitive agreements related to the Financing; (B) of the receipt by Parent or Merger Sub of any oral or written notice or communication from any Lender Related Party with respect to any (1) actual or threatened breach, default, cancellation, termination or repudiation (or notice or communications from lenders or other sources of Debt Financing to Parent or Merger Sub of any such actual or threatened breach, default, cancellation, termination or repudiation received by Parent or Merger Sub) by any party to the Commitment Letter Letters or any definitive document agreements related to the Financing or of any provisions of the Commitment Letter Letters or any such definitive document related to the Financing agreements; or (y2) material dispute or disagreement between or among any parties to any the Commitment Letter Letters or any definitive document agreements related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect that Parent believes in good faith would reasonably be expected to be adverse to the terms timely completion of the Financing or any definitive agreement with respect thereto)Financing; and (C) if for any reason Parent or Merger Sub at any time believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter Letters or the any definitive documents agreements related to the Financing; provided, that in no event will . Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance of the circumstances referred to in clause the previous sentence as promptly as reasonably practical after the date that the Company delivers a written request therefor to Parent; provided, however, that Parent shall not be required to furnish such information if Parent in good faith reasonably believes that doing so would reasonably be expected to (A)a) result in the loss of attorney-client privilege or rights under the attorney work product doctrine, (Bb) breach or violate any applicable Law or Legal Requirement or (Cc) of the immediately preceding sentence, and subject violate any confidentiality obligation with respect to the proviso of the immediately preceding sentence. In the event such information. (d) If any portion of the Debt Financing becomes unavailable (other than as a result of a breach by the Company of this Agreement), on the terms and conditions contemplated in the Commitment Letter (including any “market flex” provisions)and “securities demand” provisions in any Fee Letter) contemplated in the Debt Commitment Letter and related Fee Letter, Parent shall will promptly notify the Company in writing (but in any event within two (2) Business Days after obtaining knowledge of the occurrence or discovery thereof) and Parent and Merger Sub will use its their respective reasonable best efforts to to, as promptly as reasonably practicable following the occurrence of such event, (i) arrange to and obtain alternative financing the Debt Financing or such portion of the Debt Financing from the same or alternative sources (A) on terms and conditions not materially less favorable in the aggregate to Parent and Merger Subsidiary Sub than those contained in the Debt Commitment Letter and related Fee Letter and (B) containing conditions to draw at Closing that would not reasonably be expected to adversely affect the availability thereof that (1) are not more onerous than those conditions and terms contained in the Debt Commitment Letter and related Fee Letter, (2) would not reasonably be expected to prevent or materially delay the Closing or make the Closing materially less likely to occur, and (3) in an amount sufficient at least equal to consummate the transactions contemplated by this Agreement Debt Financing or such unavailable portion thereof, but in no event more than the Required Financing Amount if such amount is less, as the case may be (any such alternative financing, any amended or substitute financing permitted by this Section 8.09(a), and the Financing, an “Available Alternate Debt Financing”); and (ii) obtain one or more new debt financing commitment letters with respect to such Alternate Debt Financing (the “New Debt Commitment Letters”), which new letters will replace the existing Debt Commitment Letter in whole or in part; provided that in no event shall the reasonable best efforts of Parent be deemed or construed to require Parent to (A) seek cash equity from any source other than those counterparty to the Equity Commitment Letter, or in any amount with respect to a Guarantor in excess of such Guarantor’s commitment, (B) pay any fees in excess of those contemplated by the Commitment Letters, or (C) agree to economic terms of the Alternate Debt Financing (including any “flex” provisions relating thereto) that are less favorable in the aggregate than those contemplated by the Debt Commitment Letter or any related Fee Letter (after giving effect to any “flex” provisions therein). Parent will promptly provide a copy of any New Debt Commitment Letter (and any fee letter in connection therewith or other agreements related thereto (with customary redactions)) to the Company. In the event that on any New Debt Commitment Letters are obtained, (A) any reference in this Agreement to the final day “Commitment Letters” or the “Debt Commitment Letter” will be deemed to include the Debt Commitment Letter to the extent not superseded by a New Debt Commitment Letter at the time in question and any New Debt Commitment Letters to the extent then in effect; and (B) any reference in this Agreement to the “Financing” or the “Debt Financing” means the debt financing contemplated by the Debt Commitment Letter as modified pursuant to the foregoing. (e) Subject to, and without limiting or modifying the provisions of the Marketing Period (i) all or any portion of Section 8.12(b), Parent and Merger Sub agree that obtaining the Financing structured as High Yield Financing has is not been consummated, (ii) all closing conditions contained in Article 9 shall have been satisfied a condition to Parent’s or waived (other than those conditions that by their nature will not be satisfied until the Closing) and (iii) all conditions to the Bridge Financing set forth in the Commitment Letter have been satisfied, then Parent 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 on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the FinancingSub’s obligations hereunder.

Financing. (a) Subject to the terms and conditions of this Agreement, each of Parent and Merger Subsidiary Sub shall use their its reasonable best efforts to arrange obtain the Financing on the terms and conditions described in the Commitment Letter or on other terms that would not adversely impact the ability of Parent or Merger Subsidiary to consummate the transactions contemplated herebyFinancing Documents, including using reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to (i) negotiate and enter into definitive agreements with respect thereto on maintaining in effect the terms and conditions contained therein (including any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09Financing Documents until the Transactions are consummated, (ii) satisfy satisfying on a timely basis all conditions to the closing of and covenants funding under the Financing Documents applicable to Parent in the Commitment Letter and/or Merger Sub that are within its control control, including paying when due all commitment fees and otherwise comply with its obligations other fees arising under the Financing Documents as and when they become due and payable thereunder, (iii) maintain in effect consummating the Commitment Letter until Financing at or prior to the transactions contemplated by this Agreement are consummated, Effective Time and (iv) enforce its subject to Section 9.08, enforcing the parties’ funding obligations (and the rights of Parent and Merger Sub) under the Commitment Letter, and (v) subject Financing Documents to the terms and conditions contemplated by extent necessary to fund the Commitment Letter, consummate Merger Consideration; provided that Parent and/or Merger Sub may amend or modify the Financing at the Closing. 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 LetterDocuments, and/or substitute other debt financing for elect to replace all or any portion of the Debt Financing from with alternative debt financing (the same and/or alternative Financing Sources“Alternative Financing”), including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed in each case only so long as (A) the Financing Commitment as of the date of this Agreement; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution of all or any portion aggregate proceeds of the Financing shall not (ias amended or modified, including the Alternative Financing, if applicable), will be sufficient for Merger Sub and the Surviving Corporation to pay (1) impose the Merger Consideration and (2) any additional conditions precedent or expand other amounts required to be paid in connection with the consummation of the Transactions upon the terms and conditions precedent to contemplated hereby and (B) such amendment or modification or the Alternative Financing as set forth in the Commitment Letterwould not prevent, (ii) adversely impact materially delay or materially impede or impair the ability of Parent or and Merger Subsidiary Sub to enforce its rights against consummate the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this AgreementTransactions. Parent shall be permitted deliver to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company true and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability complete copies of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice all Contracts or other written communication from arrangements pursuant to which any Person with respect alternative sources have committed to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to provide the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Alternative Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the “Alternative Financing or any definitive agreement with respect thereto); and (CDocuments”) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the definitive documents related to the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days promptly as practicable after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentenceexecution thereof. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter Financing Documents, Parent shall promptly notify the Company. (including b) Subject to the terms and conditions of this Agreement, Parent and Merger Sub agree not to amend, modify or waive any provision of the Financing Documents, if such amendment, modification or waiver reduces (or would reduce) the aggregate amount of the Financing or imposes new or additional conditions or otherwise expands, amends or modifies the conditions to the Financing in a manner that, in each case, would be expected to prevent or materially delay or otherwise materially and adversely affect the ability of Parent or Merger Sub to consummate the Transactions. Parent shall give the Company prompt notice (i) upon becoming aware of any breach of any material provision of the Financing Documents relating to the Equity Financing, the Financing Documents relating to the Debt Financing or any material Alternative Financing Documents, or termination of any such Financing Document by any party to such Financing Document or (ii) upon the receipt of any written notice from any party to a Financing Document with respect to any threatened breach of any material provision of the Financing Documents relating to the Equity Financing, the Financing Documents relating to the Debt Financing or any material Alternative Financing Documents, or threatened termination of any such Financing Document. (c) Notwithstanding anything to the contrary contained in this Agreement, nothing contained in Section 6.07 shall require, and in no event shall the reasonable best efforts of Parent or Merger Sub be deemed or construed to require, either Parent or Merger Sub to pay any fees in excess of, or agree to “market flex” provisionsprovisions less favorable to Parent, Merger Sub or the Surviving Corporation (or any of their Affiliates) than, those contemplated by the Debt Commitment Letter and/or, if applicable, the Alternative Financing Documents (in each case, whether to secure waiver of any conditions contained therein or otherwise). (d) The Company agrees to provide, and shall cause each of its Subsidiaries and each of their respective Representatives to provide to Parent shall use and Merger Sub, all reasonable cooperation as may be requested by Parent or its Representatives in connection with the Debt Financing and/or Alternative Financing and the Transactions, including (i) participation in meetings, presentations, due diligence sessions, road shows, sessions with rating agencies and other meetings, including arranging for reasonable direct contact between senior management, representatives and advisors of the Company or its Subsidiaries with Representatives of Parent and its Debt Financing and/or Alternative Financing sources, (ii) assisting in the preparation of offering memoranda, private placement memoranda, bank information memoranda, prospectuses, rating agency presentations and similar documents reasonably requested by Parent or its Representatives in connection with the Debt Financing and/or Alternative Financing (including using reasonable best efforts to arrange obtain consents of accountants for use of their reports in any materials relating to obtain alternative financing from alternative the Debt Financing and/or Alternative Financing and delivery of one or more customary representation letters), (iii) as promptly as practicable, furnishing Parent and its Debt Financing and/or Alternative Financing sources on terms with financial and conditions not materially less favorable other pertinent information regarding the Company and its Subsidiaries as may be reasonably requested by Parent or its Debt Financing and/or Alternative Financing sources (the “Required Information”) and using reasonable best efforts to cause the Company’s independent accountants to provide assistance and cooperation in connection therewith to Parent and its Debt Financing and/or Alternative Financing sources, (iv) reasonably cooperating with advisors, consultants and accountants of Parent or its Debt Financing and/or Alternative Financing sources with respect to the conduct of any examination, appraisal or review of the financial condition or any of the assets or liabilities of the Company or any of its Subsidiaries, including for the purpose of establishing collateral eligibility and values, (v) (A) to the extent not prohibited by applicable Laws, facilitating the granting of security or pledging of collateral and (B) executing and delivering any 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, (vi) taking all actions reasonably necessary to (A) permit the prospective lenders involved in the Debt Financing and/or Alternative Financing to evaluate the Company’s or any of its Subsidiaries’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements; provided that the information provided in connection therewith to such prospective lenders shall be subject to the terms of the Confidentiality Agreements and (B) establish bank and other accounts, blocked account agreements and lock box arrangements in connection with the foregoing, (vii) furnishing Parent, Merger Subsidiary Sub and its Representatives, as well as any prospective lenders involved in an amount sufficient the Debt Financing and/or Alternative Financing, promptly with all documentation and other information required with respect to the Debt Financing and/or Alternative Financing under applicable “know your customer” and anti-money laundering rules and regulations; provided that the information provided to such prospective lenders shall be subject to the terms of the Confidentiality Agreements, (viii) using reasonable best efforts to obtain any necessary rating agencies’ confirmation or approval of the Debt Financing and/or Alternative Financing and (ix) 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 to permit the proceeds thereof to be made available at Closing to consummate the transactions contemplated by this Agreement Transactions. Neither the Company nor any of its Subsidiaries shall be required to (x) pay any such alternative financing, commitment or similar fee prior to the Effective Time or (y) commit to taking any amended action that is not contingent upon the Closing (including entry into any agreement) or substitute financing permitted by would be effective prior to the Effective Time or that would otherwise subject it to actual or potential liability in connection with any Financing. Nothing contained in this Section 8.09(a), and 6.07(d) or otherwise shall require the Financing, an “Available Financing”). In the event that on the final day of the Marketing Period (i) all Company or any portion of its Subsidiaries to be an issuer or other obligor with respect to any 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 Alternate Financing; provided that such logos are used solely in a manner that is not reasonably likely to harm or disparage the Company of any of its Subsidiaries. (e) Parent shall indemnify and hold harmless the Company, its Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (collectively, “Losses”) actually suffered or incurred by them in connection with the arrangement of the Financing structured as High Yield Financing has not been consummated, (ii) all closing conditions contained and any information utilized in Article 9 shall have been satisfied or waived connection therewith (other than those conditions information provided by the Company or its Subsidiaries specifically for use in connection therewith); provided that by their nature will Parent shall not be satisfied until the Closing) and (iii) all conditions liable to the Bridge Financing set forth in Company, its Subsidiaries or their respective Representatives for any such Losses arising from the Commitment Letter have been satisfiedfraud, then Parent shall borrow under and use the proceeds gross negligence, recklessness or willful misconduct of the Bridge Financing (or such alternative bridge financing) to replace such affected portion of the High Yield Financing on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the Financingpersons.

Financing. (a) Parent and Merger Subsidiary shall use their its reasonable best efforts to arrange the Financing on the terms take, or cause to be taken, all actions and conditions described in the Commitment Letter to do, or on other terms that would not adversely impact the ability of Parent cause to be done, all things necessary, proper or Merger Subsidiary advisable to consummate the transactions contemplated herebyFinancing at or prior to the Closing, including using reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to (i) negotiate maintain in effect and enforce the Financing Commitment, (ii) enter into definitive financing agreements with respect thereto on to the terms and conditions contained therein (including Financing, so that such agreements are in effect as promptly as practicable but in any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09event no later than the Closing, (iiiii) satisfy on a timely basis all conditions Financing Conditions and covenants applicable to Parent in the Commitment Letter that are within its control and otherwise comply with its obligations thereunder, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce in the event that the Financing Conditions are satisfied, cause the Debt Financing Sources to fund the Financing Commitment. If, notwithstanding the use of reasonable best efforts by Parent to satisfy its rights obligations under this Section 7.17(a), the Financing Commitment Letter, and (vor any definitive financing agreement relating thereto) subject expires or is terminated prior to the terms and conditions contemplated by the Commitment LetterClosing, consummate in whole or in part, for any reason, including as a result of a breach or repudiation or if any portion of the Financing at otherwise becomes unavailable, Parent shall use reasonable best efforts to arrange for alternative financing in an amount sufficient to pay for the Closing. consummation of the Transactions. (b) Notwithstanding Section 7.17(a), 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 LetterFinancing Commitment, and/or substitute or enter into other debt financing for all arrangements as an alternative to the Financing Commitment; provided that Parent shall not enter into any such amendment, supplement, modification, waiver or alternative if such amendment, supplement, modification, waiver or alternative imposes new or additional conditions or otherwise expands, amends or modifies any portion of the conditions to the Financing, or otherwise expands, amends or modifies any other provision of the Financing from Commitment, in a manner that would (i) materially and adversely affect the same and/or alternative ability of Parent to fund its obligations when due under this Agreement or (ii) materially and adversely affect the ability of Parent to enforce its rights under the terms of the Financing SourcesCommitment or the definitive agreements with respect thereto; provided that, including without limitation subject to compliance with the other provisions of this Section 7.17, Parent may amend the Financing Commitment or the definitive agreements with respect thereto to add additional lenders, lead arrangers, bookrunners, syndication and agents or similar entities who had in a manner that would not executed materially adversely affect the ability of Parent to fund its obligations when due under this Agreement (it being understood that any such additional lenders, arrangers, bookrunners, and agents may have the same rights under the Financing Commitment Commitments as those of Jefferies acting in such capacity and Jefferies’ commitment may be assigned to any such Person as contemplated in the date Financing Commitment). Parent shall promptly deliver to the Company copies of this Agreement; provided, that any such amendment, replacementsupplement, supplement modification, waiver or other modification alternative of a material nature. (c) Parent shall keep the Company reasonably informed of material developments in respect of its efforts to or waiver of any provision arrange the Financing and provide to the Company copies of the Commitment Letter that amends executed material definitive agreements for the Financing and/or substitution of all (excluding any agreement or any portion of the Financing shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce thereof that by its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that terms is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreementconfidential). Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: written notice (Ai) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any of the Financing Commitment Letter or definitive document agreements related to the Financing of which Parent or its Affiliates becomes aware; , (Bii) of the receipt of any written notice or other written communication from any Person Debt Financing Source with respect to any: (x) any actual or potential material breach, material default, termination or repudiation by any party to any of the Financing Commitment Letter or any definitive document agreements related to the Financing or any provisions of the Financing Commitment Letter or any definitive document agreements related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); and (Ciii) if at any time for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the termsterms and conditions, in the manner or from the sources Debt Financing Sources contemplated by any of the Financing Commitment Letter or the definitive documents agreements related to the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers to Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (Ai), (Bii) or (Ciii) of the immediately preceding sentence. Parent shall deliver to the Company true and complete copies of all agreements, and arrangements or understandings (including side letters or (subject to the proviso of the immediately preceding sentence. In the event customary redactions) fee letters) pursuant to which any such alternative source shall have committed to provide any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (including any “market flex” provisions), Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms and conditions not materially less favorable to Parent and Merger Subsidiary in an amount sufficient to consummate the transactions contemplated by this Agreement (any such alternative financing, any amended or substitute financing permitted by this Section 8.09(a), and the Financing, an “Available Financing”). In the event that on the final day of the Marketing Period (i) all or any portion of the Financing structured as High Yield Financing has not been consummated, (ii) all closing conditions contained in Article 9 shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until the Closing) and (iii) all conditions to the Bridge Financing set forth in the Commitment Letter have been satisfied, then Parent 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 on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the Financing.

Financing. (a) Parent and Merger Subsidiary Buyer shall use their commercially reasonable best efforts to arrange cause the Financing on financing contemplated by the Capital Plan, subject to the terms and conditions described in the Commitment Letter or on other terms that would not adversely impact the ability of Parent or Merger Subsidiary set forth therein, to consummate the transactions contemplated hereby, be available at Closing including using reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to by (i) negotiate 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 enter into any related fees and expenses (the “Commitments”) (ii) negotiating definitive agreements with respect thereto on the lenders set forth in the Capital Plan consistent with the terms and conditions contained therein and (including any “market flex” provisionsiii) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09, (ii) satisfy satisfying on a timely basis all conditions and covenants applicable to Parent in such definitive agreements the Commitment Letter that satisfaction of which are within its the control and otherwise comply with its obligations thereunder, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Commitment Letter, and (v) subject to the terms and conditions contemplated by the Commitment Letter, consummate the Financing at the Closingof Buyer. Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter, and/or substitute other debt financing for all or any portion of the Financing from the same and/or alternative Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as of the date of this Agreement; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the definitive documents related to the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (including any “market flex” provisions), Parent Buyer shall use its reasonable best efforts to arrange 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 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 consummation of the financing represented thereby or reduces the amount thereof, or (y) terminate the Commitments, unless the financing represented thereby becomes unavailable and Buyer is using its reasonable best efforts to obtain Alternate Financing (as defined below). In the event that any portion of the Commitments becomes unavailable, regardless of the reason therefor, Buyer will (i) use its reasonable best efforts to obtain alternative financing from alternative sources on terms and conditions not materially less favorable to Parent and Merger Subsidiary (in an amount sufficient to pay the cash portion of the Initial Purchase Price) from other sources and which do not include any conditions to the consummation of such alternative financing that are more onerous than the conditions set forth in the Capital Plan (the “Alternate Financing”), and (ii) promptly notify Seller of such unavailability and the reason therefor. Notwithstanding the foregoing, compliance by Buyer with this Section 5.01 shall not relieve Buyer of its obligation to consummate the transactions contemplated by this Agreement (any such alternative financing, any amended whether or substitute not the financing permitted by this Section 8.09(a), and the Financing, an “Available Financing”). In the event that on the final day of the Marketing Period (i) all or any portion of the Financing structured as High Yield Financing has not been consummated, (ii) all closing conditions contained in Article 9 shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until the Closing) and (iii) all conditions to the Bridge Financing set forth in the Commitment Letter have been satisfied, then Parent 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 on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the Financingis available.

Financing. (a) Each of Parent and Merger Subsidiary shall use Sub will use, and will cause their Affiliates and their respective Representatives to use, reasonable best efforts to arrange take (or cause to be taken) all actions necessary, and proper in order to obtain third party debt financing for the purpose of financing the aggregate Merger Consideration, the Company Equity Award Consideration, any repayment or refinancing of debt contemplated by this Agreement or required in connection with the transactions contemplated hereby (including, for the avoidance of doubt, any offers required under this Agreement to repurchase outstanding debt upon a change of control or fundamental change and conversions of the Company Convertible Notes) and any other amounts required to be paid in connection with the consummation of the transactions contemplated hereby and all related fees and expenses of Parent and Merger Sub (the “Financing”) (it being understood that the receipt of such Financing is not a condition to the Merger) on the terms and conditions described in the Commitment Letter or on other terms that would not adversely impact the ability of Parent or Merger Subsidiary to consummate the transactions contemplated hereby, including using reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to ), including using its reasonable best efforts (i) to negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein in the Commitment Letter (including any “market flex” provisions) or provisions applicable thereto), and on such other terms reasonably acceptable to as Parent and not in violation of this Section 8.09the Lenders shall agree, (ii) to satisfy all conditions on a timely basis all conditions to obtaining and covenants consummating the Financing applicable to Parent (and within the control of) it set forth in the Commitment Letter that are within its control such definitive agreements, and otherwise comply with its obligations thereunder, (iii) maintain in effect and comply with the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under including any “flex” provisions set forth in the Commitment Letter, including as specified in any fee letter), including executing and (v) subject to the terms delivering all such documents and conditions contemplated by the Commitment Letter, consummate the Financing at the Closinginstruments as may be reasonably required thereunder. Parent shall have give the right from time to time to amend, replace, supplement or otherwise modifyCompany prompt notice upon becoming aware of, or waive receiving written notice with respect to, any (x) material breach of its rights under, any provision of the Commitment LetterLetter by a party thereto or (y) unavailability, and/or substitute other debt financing for all termination or any portion of the Financing from the same and/or alternative Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as of the date of this Agreement; provided, that any such amendment, replacement, supplement or other modification to or waiver ineffectiveness of any provision of the Commitment Letter that amends would result in an amount being available less than what is required to consummate the transaction herein. Parent shall keep the Company informed on a reasonable basis and in reasonable detail of the status of its efforts to arrange the Financing and/or substitution of all and shall not permit any amendment or modification to be made to, or any portion waiver of any provision or remedy under, any Commitment Letter if such amendment, modification or waiver (A) reduces the aggregate amount of Financing shall not below the amount that would be required to consummate the Merger and the other transactions contemplated by this Agreement (i) impose any additional conditions precedent including by changing the amount of fees or expand upon the conditions precedent to the Financing as set forth in original issue discount contemplated by the Commitment Letter), (iiB) amends or expands the conditions to the availability of the Financing, (C) would reasonably be expected to prevent or delay the Closing or (D) would reasonably be expected to adversely impact the ability of Parent or Merger Subsidiary Sub to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay Letter, except, in each such case, with the consummation prior written consent of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretionCompany; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to that Parent shall be permitted, without the terms prior written consent of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able Company, to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by amend the Commitment Letter to add lenders, lead arrangers, bookrunners and syndication agents or similar entities, if the definitive documents related to addition of such additional parties, individually or in the aggregate, would not delay the availability of the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event that any portion of the Financing becomes unavailable on the terms and conditions (including any “flex” provisions) or from the sources contemplated in the Commitment Letter Letter, Parent shall promptly notify the Company thereof, and Parent and Merger Sub shall use their respective reasonable best efforts to arrange and obtain as promptly as practicable following the occurrence of such event alternative debt financing (in an amount sufficient, together with the remaining Financing and any other sources available to Parent and Merger Sub, to fund the Financing) from the same or other sources (such portion from alternate sources, the “Alternate Financing”), so long as such Alternate Financing does not otherwise include terms (including any “market flex” provisions)) that could reasonably be expected to make the funding of such Alternate Financing in an amount less than what is required to consummate the transaction herein. Notwithstanding anything in this Agreement to the contrary, each of Parent and Merger Sub acknowledges and agrees that neither the availability nor terms of the Financing (including obtaining any required consents or waivers from any third party with respect thereto) or any Alternate Financing are conditions to the obligations of Parent and Merger Sub to consummate the Merger, and each of Parent and Merger Sub reaffirms its obligation to consummate the Merger and the other transactions contemplated by this Agreement subject only to the express conditions set forth in Article VII, irrespective and independently of the availability or terms of the Financing or any Alternate Financing, Parent’s or Merger Sub’s use of efforts in accordance with this Section 6.06(a) or otherwise. (b) Prior to the Effective Time, the Company shall use reasonable best efforts to, and shall cause its Subsidiaries to use their reasonable best efforts to, and shall use its reasonable best efforts to arrange cause its Representatives to, provide all cooperation that is necessary, customary or advisable and reasonably requested by Parent to obtain alternative financing from alternative sources on terms assist Parent in the arrangement, obtainment and conditions syndication of the Financing; provided, however, that nothing herein shall require such cooperation to the extent it would (A) unreasonably disrupt the conduct of the business or operations of the Company or its Subsidiaries (in the reasonable judgment of the Company), (B) require the Company or any of its Subsidiaries to agree to pay any fees, reimburse any expenses or otherwise incur any liability or give any indemnities prior to the Effective Time for which it is not materially less favorable promptly reimbursed or simultaneously indemnified or (C) require the Company or any of its Subsidiaries to Parent and Merger Subsidiary take any action that would reasonably be expected to conflict with, or result in an amount sufficient to consummate any violation or breach of, or default (with or without notice or lapse of time, or both) under, the transactions contemplated by this Agreement (any such alternative financingCompany Charter, the Company By-laws, any amended Applicable Laws, the Credit Agreement or substitute financing permitted by this Section 8.09(a)any Material Contract. Such cooperation shall include, and the Financingwithout limitation, an “Available Financing”). In the event that on the final day of the Marketing Period (i) all or any portion participating in a reasonable number of the Financing structured as High Yield Financing has not been consummatedmeetings, presentations and due diligence sessions and sessions with potential lenders, investors and meetings with ratings agency, (ii) providing reasonable and timely assistance with the preparation of customary materials for presentations, offering memoranda, prospectuses and similar documents required in connection with the arranging, obtaining and syndication of Financing (including requesting the Consent of any accountant’s use of their materials in connection with the Financing), (iii) as promptly as reasonably practicable, and in any event at least 18 Business Days prior to the Closing Date, furnishing Parent and its financing sources with all closing conditions contained available financial and other information pertinent to the Company and its Subsidiaries including delivery of (x) unaudited consolidated balance sheets and related statements of operations and comprehensive income and cash flows for the Company for the fiscal quarter ended June 30, 2013 and each subsequent fiscal quarter ended on a date that is not a fiscal year end and that is at least 45 days before the Closing Date, (y) (in Article 9 shall have been satisfied or waived the event that the Closing Date occurs on a date that is more than 90 days following December 31, 2013) audited consolidated balance sheets and related consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows for the fiscal year ended December 31, 2013, in each case prepared in accordance with GAAP and (other than those conditions that by their nature will not be satisfied until z) without duplication of the Closingforegoing clauses (x) and (iii) all conditions y), the information and documents relating to the Bridge Company required by paragraphs 9 and 10 of Exhibit E to the Commitment Letter (such information in the foregoing clauses (x), (y) and (z), the “Required Information”), (iv) providing unaudited consolidated balance sheets and related statements of operations and comprehensive income and cash flows for the Company, (v) having the Company designate members of senior management of the Company to execute customary authorization letters with respect to bank information memoranda, offering memoranda or other materials provided to prospective lenders or investors and participate in a reasonable number of presentations, road shows, due diligence sessions, drafting sessions and sessions with ratings agencies in connection with the Financing, including reasonable direct contact between such senior management of the Company and its Subsidiaries and the potential lenders in the Financing, (vi) assisting Parent in obtaining any corporate credit and family ratings from any ratings agencies contemplated by the Commitment Letter, (vii) requesting the Company’s independent auditors to cooperate with Parent’s reasonable best efforts to obtain customary accountant’s comfort letters (including “negative assurance”) and consents from the Company’s independent auditors, (viii) assisting in the preparation of, and executing and delivering, definitive financing documents, including guarantee and collateral documents and customary closing certificates as may be required by the Financing and other customary documents as may be reasonably requested by Parent, (ix) facilitating the pledging of collateral for the Financing, (x) assisting the Financing sources in benefiting from the existing lending relationships of the Company and its Subsidiaries, (xi) requesting from the Company’s existing lenders such customary documents in connection with refinancings as requested by Parent in connection with the Financing and collateral arrangements, including customary payoff letters (in form and substance reasonably satisfactory to Parent), lien releases (including UCC-3 termination statements), instruments of termination or discharge, (xii) furnishing Parent and the Lenders 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 Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended), and (xiii) otherwise cooperating with Parent, and taking all other corporate actions, the effectiveness of which shall be subject to the occurrence of the Effective Time, reasonably requested by Parent reasonably necessary to permit the consummation of the Financing. Parent shall promptly, upon request by the Company, reimburse the Company for all reasonable costs and expenses (including reasonable attorneys’ fees, but excluding for the avoidance of doubt, the costs of the Company’s preparation of its annual and quarterly financial statements) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with the Financing, including the cooperation of the Company and its Subsidiaries and Representatives contemplated by this Section 6.06, and shall indemnify and hold harmless the Company, its Subsidiaries 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 arrangement of the Financing, the use of proceeds thereof and any information used in connection therewith, except with respect to any fraud or intentional misrepresentation or willful misconduct by any such persons. The expense reimbursement and indemnification obligations set forth in this Section 6.06(b) shall survive the Commitment Letter have been satisfiedClosing and any termination of this Agreement. (c) For purposes of this Section 6.06, then Parent the term “Financing” shall borrow under and use the proceeds of the Bridge also be deemed to include any Alternate Financing (and any debt securities issued in lieu of any committed bridge facilities) and the term “Commitment Letter” shall also be deemed to include any commitment letter (or similar agreement) with respect to such alternative bridge financing) Alternate Financing. All non-public or otherwise confidential information regarding either party obtained by the other party pursuant to replace such affected portion of this Section 6.06 shall be kept confidential in accordance with the High Yield Confidentiality Agreement; provided, however, that Parent and its Representatives shall be permitted to disclose information as necessary and consistent with customary practices in connection with the Financing on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating subject to confidentiality arrangements satisfactory to the Merger or the FinancingCompany.

Financing. (a) Each of Parent and Merger Subsidiary Sub shall use use, and shall cause their reasonable best efforts Affiliates to use, their respective Best Efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable to arrange and obtain the Financing as promptly as practicable on the terms and conditions described in the Commitment Letter or on other terms that would not adversely impact the ability of Parent or Merger Subsidiary to consummate the transactions contemplated herebyFinancing Documents, including using reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to their respective Best Efforts to: (i) negotiate and maintain in effect the Financing Documents, (ii) enter into definitive agreements with respect thereto on a timely basis (taking into account the expected timing of the Marketing Period) on the terms and conditions contained therein in the Commitment Letter and the Fee Letter (including any “flex” provisions contained in the Fee Letter), (iii) satisfy, or cause their Affiliates to satisfy, on a timely basis (taking into account the expected timing of the Marketing Period) (or, if deemed advisable by Parent, seek the waiver of) all conditions applicable to Parent, Merger Sub or their respective Affiliates in the Financing Documents that are within their control and (iv) consummate the Financing at or prior to the Closing, including by enforcing their respective rights under the Financing Documents (including by seeking damages or taking other enforcement actions, including seeking an order of specific performance). (b) Parent shall not agree to, or permit, any amendments, replacements, supplements or modifications to, or any waivers or assignment of commitments under, the Commitment Letter (it being understood that the exercise of any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent provisions contained in the Commitment Fee Letter shall be deemed not to be any such amendment, replacement, supplement, modification, waiver or assignment) without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed); provided, that are within its control and otherwise comply with its obligations thereunder, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Commitment Letter, and (v) subject to the terms and conditions contemplated by the Commitment Letter, consummate the Financing at the Closing. Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, under the Commitment Letter, and/or substitute or add other equity or debt financing for all or any portion of financing, and/or permit the Financing from the same and/or alternative Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as of the date of this Agreement; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter to assign their commitments thereunder to other equity or (iii) prevent or impede or delay debt financing sources without the consummation prior written consent of the Merger Company if, and the other transactions contemplated by this Agreement. Parent shall be permitted to only if, such amendments, modifications, waivers, assignments or replacements would not: (i) reduce the aggregate amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed that is below the amount that is required, together with other financial resources of Parent and Merger Subsidiary Sub, including cash, cash equivalents and marketable securities of Parent, Parent and Merger Subsidiary, the Company and the Company’s Subsidiaries Sub on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact in any material respect the ability of Parent or and/or Merger Subsidiary Sub to enforce its their rights against under the other parties to the Commitment Letter or Financing Documents; (iii) amend or modify the then-existing conditions precedent to funding of the Financing in a manner that would make such conditions less likely in any material respect to be satisfied by the Closing or impose new or additional conditions precedent to funding of the Financing; (iv) otherwise be reasonably expected to prevent or impede materially delay or delay impair the consummation ability of Parent to consummate the Merger and the other transactions contemplated by this Agreement. For ; provided that Parent shall have the avoidance of doubt, right to permit any Financing Source to assign its commitment under the syndication of the Financing Commitment Letter to other financing sources solely to the extent permitted by consistent with the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of this Section 6.16(b) and upon the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the definitive documents related to the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a Company’s written request, Parent and Merger Subsidiary shall provide any information reasonably requested by promptly deliver to the Company relating to copies of any circumstance referred to in clause (A)amendment, (B) replacement, supplement, modification or (C) waiver of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. Financing Documents. (c) In the event that any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter and the Fee Letter (including any “market flex” provisions)provisions that are contained therein) (other than as a result of a breach by the Company of any representation, warranty or obligation hereunder with respect to which Parent has provided written notice to the Company) and such portion is necessary to consummate the transactions contemplated by this Agreement, (i) Parent shall promptly so notify the Company and (ii) Parent and Merger Sub shall use its reasonable best efforts their respective Best Efforts to arrange take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable to (A) promptly obtain alternative financing (in light of the expected timing of the Marketing Period) the Financing or such portion of the Financing from alternative sources 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, in an amount sufficient, when added to any portion of the Financing that is available, to pay in cash all amounts required to be paid by Parent in connection with the transactions contemplated by this Agreement (“Alternative Financing”) and (B) promptly obtain a new debt financing commitment letter (the “Alternative Commitment Letter”) and negotiate and enter into a definitive agreement with respect thereto that provides for debt financing on terms and conditions (including conditions to draw and flex provisions) not materially less favorable than those in the Commitment Letter and the Fee Letter (including any “market flex” provisions that are contained therein), in the aggregate, to Parent and which will not result in a material delay of the consummation of the transactions contemplated by this Agreement. In such event, the term “Financing” as used in this Agreement shall be deemed to include any Alternative Financing, and the term “Commitment Letter” as used in this Agreement shall be deemed to include any Alternative Commitment Letter. (d) Prior to the Closing, Parent shall (i) give the Company prompt notice (A) upon becoming aware of any material breach of any provision of, or termination by any party thereto of the Financing Documents, (B) upon the receipt of any written communication from any Person party to the Financing Documents with respect to any threatened breach or termination thereof by such Person or (C) if it is reasonably expected that Parent or Merger Subsidiary Sub will not be able to obtain all or any portion of the Financing on the terms and conditions of the Financing Documents (including any “market flex” provisions contained in an amount sufficient the Fee Letter) and such portion is necessary to consummate the transactions contemplated by this Agreement and (any such alternative financingii) keep the Company reasonably informed, any amended or substitute financing permitted by at the Company’s request, of material developments in Parent’s and Merger Sub’s efforts to arrange the Financing. (e) Nothing in this Section 8.09(a)6.16 or any other provision of this Agreement shall require, and the Financing, an “Available Financing”). In the in no event that on the final day of the Marketing Period shall Parent or Merger Sub be required to (i) all or any portion of seek the Financing structured as High Yield Financing has not been consummatedfrom a source other than the Lenders or in any amount in excess of that contemplated by the Commitment Letter, (ii) all closing conditions contained in Article 9 shall have been satisfied amend or waived (other than those conditions that by their nature will not be satisfied until the Closing) and waive any term or condition of this Agreement, or (iii) all conditions commence any legal action or proceeding, subject to the Bridge Financing set forth in the Commitment Letter have been satisfiedSection 9.7, then Parent 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 on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to Source. (f) Each of Parent and Merger Sub acknowledges and agrees that in no event shall the Merger receipt or availability of any funds or financing (including, for the avoidance of doubt, the Financing) by Parent or any Affiliate or any other financing or other transaction be a condition to any of Parent’s or Merger Sub’s obligations under this Agreement.

Financing. (a) 5.10.1 Parent and Merger Subsidiary shall will use their its reasonable best efforts to arrange take, or cause to be taken, all actions and do, or cause to be done, all things necessary or advisable to obtain the Financing on Debt Financing, including using reasonable best efforts to: 89887722_19 150326672.16 5.10.1.1. maintain in effect the terms and conditions described in the Debt Commitment Letter and not, without the prior written consent of the Company (which shall not be unreasonably withheld, delayed or on other terms conditioned), permit any amendment or modification to be made to, consent to any waiver of any provision or remedy under, and replace the Debt Commitment Letter, if such amendment, modification, waiver or replacement (a “Restricted Commitment Modification”): (A) reduces the aggregate amount of the Debt Financing (including by changing the amount of fees to be paid or original issue discount of the Debt Financing) to an amount less than the amount necessary to consummate the Merger (unless the Equity Financing is increased by a corresponding amount) or (B) imposes new or additional conditions or otherwise expands, amends or modifies any of the conditions to the receipt of the Debt Financing in a manner that would not reasonably be expected to materially (1) delay or prevent the Closing, (2) make the funding of the Debt Financing (or satisfaction of the conditions to obtaining the Debt Financing) less likely to occur or (3) adversely impact the ability of Parent to enforce its rights against other parties to the Debt Commitment Letter or Merger Subsidiary to consummate the transactions contemplated hereby, including using reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to (i) negotiate and enter into definitive agreements with respect thereto on when required pursuant to this Agreement (provided, that (x) Parent may amend the terms and conditions contained therein (including any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent in the Debt Commitment Letter that are within its control and otherwise comply with its obligations thereunder, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Commitment Letter, and (v) subject to the terms and conditions contemplated by the Commitment Letter, consummate the Financing at the Closing. Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter, and/or substitute other debt financing for all or any portion of the Financing from the same and/or alternative Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Debt Commitment Letter as of the date hereof; and (y) at the Company’s reasonable request, Parent will keep the Company reasonably apprised of this Agreement; providedthe status and terms and conditions of any amendments, that modifications, waivers or replacements, and will promptly furnish to the Company copies of any agreements or other documentation with respect to such amendment, modification, waiver or replacement, supplement ); 5.10.1.2. cause the Equity Financing to be consummated upon satisfaction (or other modification to or waiver of any provision waiver) of the conditions contained in the Equity Commitment Letter that amends are within its control; 5.10.1.3. satisfy on a timely basis (or obtain a waiver of) all conditions to the Debt Financing and/or substitution of all and the Equity Financing that are within its control; 5.10.1.4. negotiate, execute and deliver Debt Financing Documents that reflect the terms contained in the Debt Commitment Letter (including any “market flex” provisions related thereto), subject to any amendments or any portion of modifications thereto that would not constitute a Restricted Commitment Modification; and 5.10.1.5. in the Financing shall not (i) impose any additional conditions precedent or expand upon event that the conditions precedent to the Financing as set forth in the Debt Commitment LetterLetter and Sections 6.1 and 6.3 have been satisfied or, by its terms upon funding would be satisfied, cause the Financing Sources to fund the full amount of the Debt Financing contemplated to be provided on the Closing Date at or prior to the Closing. 5.10.2 Parent will (i) consult with and keep the Company informed in reasonable detail of the status of its efforts to arrange the Financing and (ii) adversely impact promptly provide the ability Company with copies of Parent all executed material amendments, modifications or Merger Subsidiary to enforce its rights against the other parties to the replacements of any Debt Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted executed material definitive agreements related to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to at 89887722_19 150326672.16 the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality reasonable request of the foregoing, Company. Parent and Merger Sub shall will give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) notice of the receipt of any written notice or other written communication from any Person with respect to any: (x) any actual or potential material breach, material default, termination alleged breach or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance Letters of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason which Parent or Merger Sub believes its Affiliates becomes aware. Without limiting Parent’s other obligations under this Section 5.10, if a Financing Failure Event occurs or at any time Parent in good faith believes that it will not be able to or it is not reasonably likely to be able to obtain all or any portion part of the Financing on the termsDebt Financing, in the manner or from the sources contemplated by the Commitment Letter or the definitive documents related each case, to the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that extent such portion is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (including any “market flex” provisions), Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms and conditions not materially less favorable to Parent and Merger Subsidiary in an amount sufficient necessary to consummate the transactions contemplated by this Agreement (giving effect to any such alternative financing, any amended or substitute financing permitted by this Section 8.09(aincrease in the Equity Financing), and the Financing, an “Available Financing”). In the event that on the final day of the Marketing Period Parent will (i) all promptly notify the Company of such Financing Failure Event or any portion of circumstance and the Financing structured as High Yield Financing has not been consummatedreasons therefor, (ii) all closing conditions contained use its reasonable best efforts to obtain (on terms not less favorable to Parent (as determined by Parent in Article 9 shall have been satisfied or waived (other than good faith) as those conditions that by their nature will not be satisfied until set forth in the ClosingDebt Commitment Letter and the Debt Fee Letter as of the date hereof) alternative financing from alternative debt financing sources, in an amount sufficient, when taken together with the Equity Financing, and the available portion of the Debt Financing, to pay the Merger Consideration and consummate the Transactions, as promptly as practicable following the occurrence of such event, and (iii) all conditions use its reasonable best efforts to obtain, and when obtained, provide the Bridge Financing set forth in Company with a copy of, a replacement debt financing commitment that provides for such alternative financing (with only the Commitment Letter have been satisfiedfee amounts, then Parent shall borrow under interest rates, original issue discount, economic and use other “market flex” terms or commercially sensitive information redacted (none of which redacted provisions would be reasonably expected to adversely affect the proceeds amount, conditionality, availability, timing or termination of the Bridge Financing (or such alternative bridge financing) to replace such affected portion of the High Yield Debt Financing on the Closing Date. Notwithstanding )). 5.10.3 Upon any such amendment, replacement, supplement or modification of the foregoing Commitment Letters in accordance with this Section 5.10, all references herein to “Commitment Letter” or anything else set forth herein“Debt Commitment Letter”, as applicable, will include and mean such documents as so amended, replaced, supplemented or modified in accordance with this Section 5.10 and references to “Financing”, or “Debt Financing”, as applicable, will include and mean the Company hereby acknowledges that it shall have no claims (contractual financing contemplated by such Commitment Letter as so amended, replaced, supplemented or otherwise) against any Financing Source relating to the Merger or the Financingmodified in accordance with this Section 5.10.

Financing. (a) Each of Parent and Merger Subsidiary Sub shall use their reasonable best efforts not permit any amendment or modification to arrange be made to, or any waiver of any provision or remedy pursuant to, the Financing on Letters if such amendment, modification or waiver would or would reasonably be expected to (i) reduce the terms and aggregate amount of the Debt Financing unless the Equity Financing is increased by an equivalent amount; (ii) impose new or additional conditions described or otherwise expand, amend or modify any of the conditions to the receipt of the Financing in the Commitment Letter or on other terms a manner that would not adversely impact reasonably be expected to delay or prevent in any material respect the ability of Parent or Merger Subsidiary to consummate the transactions contemplated hereby, including using reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to (i) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein (including any “market flex” provisions) Merger; or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent in the Commitment Letter that are within its control and otherwise comply with its obligations thereunder, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Commitment Letter, and (v) subject to the terms and conditions contemplated by the Commitment Letter, consummate the Financing at the Closing. Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter, and/or substitute other debt financing for all or any portion of the Financing from the same and/or alternative Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as of the date of this Agreement; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent Parent, Merger Sub or Merger Subsidiary the Company, as applicable, to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this AgreementFinancing Letters. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of Notwithstanding the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect assignments consummated pursuant to the terms of the Financing or any definitive agreement with respect thereto); and Letters are permitted. (Cb) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion Each of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the definitive documents related to the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary Sub shall provide any information reasonably requested by the Company relating use commercially reasonable efforts to any circumstance referred take, or cause to in clause (A)be taken, (B) all actions and to do, or (C) of the immediately preceding sentencecause to be done, all things necessary, proper and subject advisable to the proviso of the immediately preceding sentence. In the event any portion of arrange and obtain the Financing becomes unavailable on the terms and conditions contemplated (including the flex provisions applicable thereto) described in the Commitment Letter (Financing Letters, including any “market flex” provisions), Parent shall use its using commercially reasonable best efforts to arrange (i) maintain in effect the Financing Letters in accordance with the terms and subject to obtain alternative financing from alternative sources the conditions thereof; (ii) negotiate, execute and deliver definitive agreements with respect to the Financing contemplated by the Financing Letters on the terms and conditions not materially less favorable (including the flex provisions) contemplated by the Financing Letters; (iii) satisfy on a timely basis all conditions to funding that are applicable to Parent and Merger Subsidiary Sub in an amount sufficient to consummate the transactions contemplated by this Agreement Financing Letters and/or definitive agreements for the Financings; (any such alternative financing, any amended or substitute financing permitted by this Section 8.09(a), and the Financing, an “Available Financing”). In the event that on the final day iv) upon satisfaction of the Marketing Period (i) all or any portion of the Financing structured as High Yield Financing has not been consummated, (ii) all closing conditions contained in Article 9 shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until the Closing) and (iii) all conditions to the Bridge Financing set forth in the Commitment Letter have been satisfiedFinancing Letters and this Agreement, then Parent shall borrow under and use including the proceeds expiration of the Bridge waiting period, consummate the Financing at or prior to Closing; and (v) comply in all material respects with its obligations pursuant to the Financing Letters; provided, however, that under no circumstances shall Parent, Merger Sub or such alternative bridge financing) any other Parent Related Party be required to replace such affected portion commence or sustain a Legal Proceeding against any of the High Yield Debt Financing on the Closing Date. Notwithstanding the foregoing or anything else set forth hereinSources in connection with this Agreement, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger Transactions or the FinancingDebt Commitment.

Financing. (a) Parent and Merger Subsidiary shall use their reasonable best efforts 7.11.1 Subject to arrange the Financing on the terms and conditions described in of this Agreement, Purchaser will not permit any amendment or modification to be made to, or any waiver of any provision or remedy pursuant to, the Debt Commitment Letter (or on the related fee letter) if such amendment, modification or waiver would reasonably be expected to (i) reduce the aggregate amount available under the Debt Commitment Letter; (ii) impose new or additional conditions precedent to the availability of the Debt Financing or otherwise expand, amend or modify any of the conditions to the receipt of the Debt Financing or any other terms to the Debt Financing in a manner that would not reasonably be expected to (A) materially delay or prevent the Closing; or (B) materially delay or prevent the funding of the Debt Financing, or the satisfaction of the conditions to obtaining the Debt Financing; or (iii) materially adversely impact the ability of Parent or Merger Subsidiary Borrower to consummate the transactions contemplated hereby, including using reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to (i) negotiate and enter into definitive agreements with respect thereto on the terms and conditions contained therein (including any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent in the Commitment Letter that are within its control and otherwise comply with its obligations thereunder, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under against the Commitment Letter, and (v) subject other parties to the terms and conditions contemplated by Debt Commitment Letter (it being understood that Borrower may amend the Debt Commitment Letter, consummate the Financing at the Closing. Parent shall have the right from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter, and/or substitute other debt financing for all or any portion of the Financing from the same and/or alternative Financing Sources, including without limitation Letter to add lenders, lead arrangers, bookrunners, syndication agents or other similar entities who had not executed the Financing Debt Commitment Letter as of the date of this Agreement; provided, that any such amendment, replacement, supplement or other modification ). Any reference in this Agreement to or waiver of any provision of (1) the “Debt Financing” will include the financing contemplated by the Debt Commitment Letter that amends the Financing and/or substitution of all as amended or any portion of the Financing shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth modified in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by compliance with this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto)Section 7.11.1; and (C2) if for any reason Parent “Debt Commitment Letter” will include such document as amended or Merger Sub believes modified in good faith that it will not be able compliance with this Section 7.11.1. 7.11.2 Subject to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the definitive documents related to the Financing; provided, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (including any “market flex” provisions)of this Agreement, Parent shall Purchaser will 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 and advisable to arrange to and obtain alternative financing from alternative sources the Debt Financing on the terms and conditions (including, to the extent required, the full exercise of any “flex” provisions) described in the Debt Commitment Letter and the Fee Letter (or on other terms that, with respect to conditionality, are not materially less favorable to Parent Borrower than the terms and Merger Subsidiary conditions (including any “flex” provisions) set forth in an amount sufficient to consummate the transactions contemplated by this Agreement (any such alternative financing, any amended or substitute financing permitted by this Section 8.09(aDebt Commitment Letter and the Fee Letter), and the Financing, an “Available Financing”). In the event that on the final day of the Marketing Period including using its reasonable best efforts to (i) maintain in effect the Debt Commitment Letter in accordance with the terms and subject to the conditions thereof; (ii) negotiate, execute and deliver definitive agreements with respect to the Debt Financing contemplated by the Debt Commitment Letter on the terms and conditions (which may include the “flex” provisions) contemplated by the Debt Commitment Letter and the related Fee Letter (or on other terms that, with respect to conditionality, are not less favorable to Borrower than the terms and conditions (including any “flex” provisions) set forth in the Debt Commitment Letter); (iii) satisfy on a timely basis all conditions to funding that are applicable to Borrower in the Debt Commitment Letter that are within Borrower’s control (or, if deemed advisable by Borrower, seek the waiver of conditions applicable to Borrower contained in the Debt Commitment Letter); (iv) consummate the Debt Financing at or prior to the Closing, including using its reasonable best efforts to cause the Financing Sources to fund the Debt Financing at the Closing; (v) comply with Borrower’s obligations pursuant to the Debt Commitment Letter; and (vi) enforce Borrower’s rights pursuant to the Debt Commitment Letter. Borrower will fully pay, or cause to be fully paid, all commitment or other fees arising pursuant to the Debt Commitment Letter as and when they become due. 7.11.3 If at any time any portion of the Debt Financing structured terminates or otherwise becomes unavailable, Purchaser shall use commercially reasonable efforts to arrange for and to obtain as High Yield Financing has not been consummated, promptly as practicable following any such event alternative financing (ii“Alternative Financing”) all closing on similar terms and conditions as those contained in Article 9 shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until the Closing) Debt Commitment Letter and (iii) all conditions the Fee Letter in an amount sufficient, when added to the Bridge portion of the Debt Financing that is available, together with available cash of Purchaser and its Subsidiaries, the borrowings available under the Borrower’s existing revolving credit facility and available cash of the Company and its Subsidiaries, to pay the Required Amount and, for the purposes of this Agreement, all references to the Debt Financing shall be deemed to include such Alternative Financing, all references to the Debt Commitment Letter shall include the applicable documents for the Alternative Financing and all references to the lenders shall include the Persons providing or arranging the Alternative Financing; it being understood that if Purchaser enters into a commitment letter with respect to 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. 7.11.4 Notwithstanding anything to the contrary contained in this Agreement, nothing contained in this Section 7.11 will require, and in no event will the reasonable best efforts of Purchaser be deemed or construed to require, Purchaser or Borrower to pay any material fees in excess of those contemplated by the Debt Commitment Letter have been satisfied, then Parent shall borrow under and use the proceeds of Fee Letter (including the Bridge Financing (or such alternative bridge financing) to replace such affected portion of the High Yield Financing on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the Financing“flex” terms thereof).

Financing. (a) Subject to the terms and conditions of this Agreement, Parent and Merger Subsidiary shall use their its reasonable best efforts to arrange obtain the Financing on a timely basis including (to the extent the proceeds of the term loans thereunder are needed to consummate the Transactions) pursuant to the New Term Loan Facility and if all conditions to funding thereunder have been satisfied (it being understood and agreed that Parent shall use its reasonable best efforts to satisfy (or cause to be satisfied) all such conditions on a timely basis), causing the lenders under the New Term Loan Facility to consummate the Financing on or prior to the Closing Date on the terms and conditions described in the Commitment Letter New Term Loan Facility (it being understood that it is not a condition to Closing under this Agreement for Parent to obtain all or on any portion of the Financing). (b) Parent will keep the Company reasonably informed of the status of its efforts to arrange the Financing and to satisfy the conditions thereof, including (i) giving the Company prompt notice upon having Knowledge of any breach by any party to the New Term Loan Facility or any termination of the New Term Loan Facility and (ii) upon the Company’s reasonable request, advising and updating the Company, in a reasonable level of detail, with respect to the status of the Financing and the anticipated closing of the Financing (which shall be at or prior to the Closing). Except as set forth in this Section 6.04, Parent shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), voluntarily reduce the committed principal amount of the New Term Loan Facility or amend, modify, supplement or waive any of the conditions or contingencies to funding contained in the New Term Loan Facility or any other terms provision of, or remedies under, the New Term Loan Facility, in each case to the extent such amendment, modification, supplement or waiver would reasonably be expected to have the effect of directly or indirectly (A) impairing the enforceability of the New Term Loan Facility or reducing the aggregate amount of debt financing under the New Term Loan Facility (except (x) as required thereby or (y) concurrently with the entry into alternative debt financing arrangements described in clause (x) of the proviso at the end of this clause (b), in equal amounts to, and having conditions to funding that would not are no less favorable to Parent than the New Term Loan Facility), (B) adversely impact affecting in any material respect the ability of Parent or Merger Subsidiary to timely consummate the transactions contemplated herebyTransactions, including using reasonable best efforts (taking into account C) amending, modifying, supplementing or waiving the anticipated timing of conditions or contingencies to the Marketing PeriodFinancing in a manner materially adverse to the Company or (D) to (i) negotiate and enter into definitive agreements with respect thereto on materially delaying or impeding the terms and conditions contained therein (including Closing; provided that notwithstanding any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation provision of this Section 8.09Agreement, (ii) satisfy on a timely basis all conditions and covenants applicable to Parent in the Commitment Letter that are within its control and otherwise comply with its obligations thereunder, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, (iv) enforce its rights under the Commitment Letter, and (v) subject to the terms and conditions contemplated by the Commitment Letter, consummate the Financing at the Closing. Parent shall have the right be entitled from time to time to amend, replace, supplement or otherwise modify, or waive any of its rights under, the Commitment Letter, and/or (x) substitute other debt financing (in equal amounts to, and having conditions to funding that are no less favorable to Parent than the New Term Loan Facility) for all or any portion of the Financing from the same and/or or alternative Financing Sourcesfinancing sources (including, including without limitation to add for the avoidance of doubt, one or more issuances of debt securities; provided, that such debt securities shall not be convertible into, exchangeable for or otherwise linked to, any equity securities), and (y) amend, restate, replace, supplement or otherwise modify the New Term Loan Facility for the purpose of adding agents, co-agents, lenders, lead arrangers, bookrunners, syndication agents bookrunners or similar entities who had other persons that have not executed the Financing Commitment New Term Loan Facility as of the date of this Agreement; provided, that any such amendment, replacement, supplement or other modification to or waiver of any provision of the Commitment Letter that amends the Financing and/or substitution of all or any portion of the Financing shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. Parent shall be permitted to reduce the amount of Financing under the Commitment Letter in its reasonable discretion; provided, that Parent shall not reduce the Financing to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement. For the avoidance of doubt, the syndication of the Financing to the extent permitted by the Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality of the foregoing, Parent and Merger Sub shall give the Company prompt notice: (A) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any material breach or material default) by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of any written notice or other written communication from any Person with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Financing or any provisions of the Commitment Letter or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations with respect to the terms of the Financing or any definitive agreement with respect thereto); and (C) if for any reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by the Commitment Letter or the definitive documents related to the Financing; providedeach case, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause subclauses (A), (B) or ), (C) and (D) above. (c) Upon any such amendment, restatement, replacement, supplement or modification, in accordance with the terms of this Section 6.04, the term “New Term Loan Facility” shall mean for all purposes of this Agreement the New Term Loan Facility as so amended, restated, replaced, supplemented or modified. Parent shall promptly make available to the Company true and complete copies of any such amendment, restatement, replacement, supplement or modification (with only the fee amounts and certain other provisions redacted, which redacted provisions shall not affect the principal amount or availability of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (including any “market flex” provisionsFinancing), Parent shall use its reasonable best efforts to arrange to obtain alternative financing from alternative sources on terms and conditions not materially less favorable to Parent and Merger Subsidiary in an amount sufficient to consummate the transactions contemplated by this Agreement (any such alternative financing, any amended or substitute financing permitted by this Section 8.09(a), and the Financing, an “Available Financing”). In the event that on the final day of the Marketing Period (i) all or any portion of the Financing structured as High Yield Financing has not been consummated, (ii) all closing conditions contained in Article 9 shall have been satisfied or waived (other than those conditions that by their nature will not be satisfied until the Closing) and (iii) all conditions to the Bridge Financing set forth in the Commitment Letter have been satisfied, then Parent 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 on the Closing Date. Notwithstanding the foregoing or anything else set forth herein, the Company hereby acknowledges that it shall have no claims (contractual or otherwise) against any Financing Source relating to the Merger or the Financing.

Financing. (a) Parent and Merger Subsidiary shall use their 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 Commitment Letters/Agreement and arrange and obtain the Debt Financing and the Investor Financing on the terms and conditions described in the Commitment Letter Letters/Agreement (or on other terms that would not adversely impact the ability of Parent or Merger Subsidiary no less favorable in any material respect to consummate the transactions contemplated herebyParent); (ii) negotiate, including using reasonable best efforts (taking into account the anticipated timing of the Marketing Period) to (i) negotiate finalize and enter into definitive agreements with respect thereto on the terms and conditions no less favorable in any material respect to any Parent Party than contained therein in the Commitment Letters/Agreement; (including any “market flex” provisions) or on other terms reasonably acceptable to Parent and not in violation of this Section 8.09, (iiiii) satisfy on a timely basis all conditions and covenants applicable to Parent in the Commitment Letter such definitive agreements that are within its control and otherwise comply with its obligations thereunder, (iii) maintain in effect the Commitment Letter until the transactions contemplated by this Agreement are consummated, applicable to Parent; (iv) consummate the Debt Financing and the Investor Financing no later than the Closing Date and (v) in the event all conditions to the Debt Financing or the Investor Financing have been satisfied or waived, enforce its rights under the Debt Commitment Letter, Letter and (v) subject the Investor Agreement to the terms and conditions contemplated extent available in the event of a breach by the Commitment Letter, consummate the applicable Financing at the Closing. Sources. (b) The Parent Parties shall have the right from time not agree to time to amend, replace, supplement any amendments or otherwise modifymodifications to, or waive grant any of its rights underwaivers of, any condition or other provision under the Commitment Letter, and/or substitute other debt financing for all or any portion Letters without the prior written consent of the Financing from Company if such amendments, modifications or waivers would reduce or would reasonably be expected to reduce the same and/or alternative Financing Sources, including without limitation to add lenders, lead arrangers, bookrunners, syndication agents or similar entities who had not executed the Financing Commitment as aggregate amount of the date applicable Financing (including by changing the amount of this Agreement; provided, that any such amendment, replacement, supplement fees to be paid or other modification to or waiver of any provision original issue discount of the Commitment Letter that amends Debt Financing) below the Financing and/or substitution of all or any portion of the Financing shall not (i) impose any additional conditions precedent or expand upon the conditions precedent amount necessary to the Financing as set forth in the Commitment Letter, (ii) adversely impact the ability of Parent or Merger Subsidiary to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of consummate the Merger and the other transactions contemplated by this Agreement. Agreement when taken together with other cash on hand of the Parent shall be permitted Parties or other sources of cash to reduce become available to the amount Parent Parties on the Closing Date (including, if applicable, any Alternative Financing), impose new or additional conditions or otherwise expand, amend or modify any of Financing the conditions under the Commitment Letter in its reasonable discretion; provided, Letters/Agreement that Parent shall not reduce the Financing would be reasonably likely to an amount committed below the amount that is required, together with other financial resources of Parent and Merger Subsidiary including cash, cash equivalents and marketable securities of Parent, Merger Subsidiary, the Company and the Company’s Subsidiaries on the Closing Date, to consummate the Merger on the terms contemplated by this Agreement; and provided further, that such reduction shall not (i) impose any additional conditions precedent prevent, delay or expand upon the conditions precedent to the Financing as set forth in the Commitment Letter, (ii) adversely impact impair the ability of the Parent or Merger Subsidiary Parties to enforce its rights against the other parties to the Commitment Letter or (iii) prevent or impede or delay the consummation of 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. For The Parent Parties shall not release or consent to the avoidance termination of doubtthe 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 extent permitted by the Debt Commitment Letter shall not be deemed to violate Parent’s obligations under this Agreement. Without limiting the generality Letters or (II) replacements of the foregoing, Parent and Merger Sub shall give Debt Commitment Letters with alternative financing commitments pursuant to this Section 6.16(b) (an "Alternative Financing"). In the Company prompt notice: event that any portion of the Debt Financing (Ax) of any material breach becomes unavailable or material default (or any event or circumstance that, with or without notice, lapse of time or both, y) would reasonably be expected to become unavailable in the manner or from the sources contemplated in the Debt Commitment Letters, (i) Parent shall promptly notify the Company and (ii) in the case of subclause (x), the Parent Parties shall use their respective reasonable best efforts to 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 Parent Parties or other sources of cash to become available to the Parent Parties on the Closing Date (including, if applicable, any other Alternative Financing) upon terms and conditions no less favorable in all material respects, taken as a whole, to the Parent Parties than those in the 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 the expiration of the Marketing Period). Parent shall (x) furnish to the Company complete, correct and executed copies of the definitive documents with respect to the Debt Financing promptly upon their execution, (y) give rise to the Company prompt notice of any material breach or material default) default by any party to any Commitment Letter or definitive document related to the Financing of which Parent or its Affiliates becomes aware; (B) of the receipt of Commitment Letters/Agreement or any written notice or other written communication from any Person Alternative Financing commitment with respect to any: (x) actual or potential material breach, material default, termination or repudiation by any party to any Commitment Letter or any definitive document related to the Debt Financing or any provisions of the Commitment Letter termination thereof or any definitive document related to the Financing or (y) material dispute or disagreement between or among any parties to any the Commitment Letter or any definitive document related to the Financing (but excluding, for the avoidance of doubt, any ordinary course negotiations Letters/Agreement with respect to the terms 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 definitive agreement with respect thereto); replacement thereof) and (C) if for 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 reason Parent or Merger Sub believes in good faith that it will not be able to obtain all or any portion of the Financing manner on the terms, in Parent Parties obtaining any financing (including the manner or from the sources contemplated by the Commitment Letter or the definitive documents related Financing). (c) Prior to the Financing; providedClosing, that in no event will Parent or Merger Subsidiary be under any obligation to disclose any information that is reasonably believed to be subject to attorney-client or similar privilege or that is requested for purposes of litigation. As soon as reasonably practicable, but in any event within three (3) Business Days after the date the Company delivers Parent or Merger Sub a written request, Parent and Merger Subsidiary shall provide any information reasonably requested by the Company relating to any circumstance referred to in clause (A), (B) or (C) of the immediately preceding sentence, and subject to the proviso of the immediately preceding sentence. In the event any portion of the Financing becomes unavailable on the terms and conditions contemplated in the Commitment Letter (including any “market flex” provisions), Parent shall use its reasonable best efforts to arrange provide, and shall cause the Company Subsidiaries to obtain alternative financing from alternative sources on terms 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 conditions not materially less favorable the Company Subsidiaries, (x) require the Company or any Company Subsidiaries to Parent and Merger Subsidiary 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 an amount sufficient to consummate the transactions contemplated by this Agreement to be breached by the Company or any Company Subsidiaries or (z) result in any such alternative financingdirector, manager, employee, officer, accountants, legal counsel or other representatives of the Company or any amended Company Subsidiaries incurring any actual or substitute financing permitted potential personal liability), including by this Section 8.09(ausing 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 the Financingsessions with rating agencies, an “Available Financing”). In the event that on the final day of the Marketing Period (i) all or any portion of the Financing structured as High Yield Financing has not been consummatedin each case at reasonable times and locations and with reasonable advance notice, (ii) all closing conditions contained furnish to Parent as promptly as reasonably practicable (A) the Required Information in Article 9 shall have been satisfied or waived a form so that such Required Information (other than those conditions that by their nature will not be satisfied until the ClosingI) is Compliant and (iiiII) all conditions to meets the Bridge Financing 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 Letter have been satisfiedLetters/Agreement to consummate the Financing (provided, then 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 shall borrow under and use Parties or any of their Affiliates), (iii) cause the proceeds independent auditors of the Bridge Financing Company and the Company Subsidiaries to (or such alternative bridge financingA) reasonably cooperate with Parent in connection with the Financing, including by providing customary "comfort letters" (including "negative assurance" comfort) and (B) to replace such affected portion provide customary assistance with the due diligence activities of Parent and the Financing Sources and the preparation of the High Yield 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 on 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) Notwithstanding anything in this Agreement to the foregoing contrary, (i) neither the Company nor any Company Subsidiary shall be required to pay any commitment or anything else other fee or incur any other liability or obligation (except for the obligations set forth hereinin Section 6.16(c)) in connection with the Financing prior to the Closing, (ii) no obligation of the Company or any Company Subsidiary under any document, certificate or instrument executed pursuant to Section 6.16(c) shall be effective until the Closing 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 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 Affiliates to prepare such unaudited pro forma financial statements for the Company 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 hereby acknowledges that it shall, and shall have no claims cause the Company Subsidiaries to, at EWS's sole cost and expense, (contractual or otherwisei) against any Financing Source relating 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 Merger or preparation of such financial statements, including access to work papers of the FinancingCompany, 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.